Attached files

file filename
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. - HORTON D R INC /DE/a2016930-10kexhibit322.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. - HORTON D R INC /DE/a2016930-10kexhibit321.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302(A) - HORTON D R INC /DE/a2016930-10kexhibit312.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302(A) - HORTON D R INC /DE/a2016930-10kexhibit311.htm
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - HORTON D R INC /DE/a2016930-10kexhibit231.htm
EX-21.1 - SUBSIDIARIES OF D.R. HORTON, INC. - HORTON D R INC /DE/a2016930-10kexhibit211.htm
EX-12.1 - RATIO COMPUTATION - HORTON D R INC /DE/a2016930-10kexhibit121.htm

 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________________________________________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2016
Commission file number 1-14122
___________________________________________________________________________________________________________________
D.R. Horton, Inc.
(Exact name of registrant as specified in its charter)
Delaware
 (State or other jurisdiction of incorporation or organization)
 
75-2386963
 (I.R.S. Employer Identification No.)
301 Commerce Street, Suite 500, Fort Worth, Texas
 (Address of principal executive offices)
 
76102
 (Zip Code)
(817) 390-8200
(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
 
New York Stock Exchange
5.750% Senior Notes due 2023
 
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý    No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý
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 ý     No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ý     No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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.  ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  ý
 
Accelerated filer ¨
 
Non-accelerated filer  ¨
(Do not check if a smaller reporting company)
 
Smaller reporting company  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨     No ý
As of March 31, 2016, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $10,451,712,000 based on the closing price as reported on the New York Stock Exchange.
As of November 9, 2016, there were 380,128,258 shares of the registrant’s common stock, par value $.01 per share, issued and 372,928,187 shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for the 2017 Annual Meeting of Stockholders are incorporated herein by reference (to the extent indicated) in Part III.
 



D.R. HORTON, INC. AND SUBSIDIARIES
2016 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
 
 
Page
 
 
 



PART I


ITEM 1.
BUSINESS

D.R. Horton, Inc. is the largest homebuilding company in the United States as measured by number of homes closed and revenues. We construct and sell homes through our operating divisions in 78 markets in 26 states, under the names of D.R. Horton, America’s Builder, Emerald Homes, Express Homes, Freedom Homes and Pacific Ridge 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 homebuilding business began in 1978 in Fort Worth, Texas, and our common stock has been publicly traded since 1992. We have expanded and diversified our homebuilding operations geographically over the years by investing available capital into our existing markets, start-up operations in new markets and acquisitions of other homebuilding companies. Our product offerings across our operating markets are broad and diverse. Our homes range in size from 1,000 to more than 4,000 square feet and in price from $100,000 to more than $1,000,000. For the year ended September 30, 2016, we closed 40,309 homes with an average closing price of $292,300.

Our business operations consist of homebuilding, financial services and other activities. Our homebuilding operations are the most substantial part of our business, comprising 98% of consolidated revenues, which totaled $12.2 billion in fiscal 2016. Our homebuilding operations generate most of their revenues from the sale of completed homes, with a lesser amount from the sale of land and lots. Approximately 89% of our home sales revenues in fiscal 2016 were generated from the sale of single-family detached homes, with the remainder from the sale of attached homes, such as town homes, duplexes, triplexes and condominiums. At September 30, 2016 and 2015, we owned approximately 500 attached residential rental homes.

Our financial services operations provide mortgage financing and title agency services to homebuyers in many of our homebuilding markets. DHI Mortgage, our 100% owned subsidiary, provides mortgage financing services primarily to our homebuyers and generally sells the mortgages it originates and the related servicing rights to third-party purchasers. DHI Mortgage originates loans in accordance with purchaser guidelines and sells substantially all of its mortgage production shortly after origination. Our subsidiary title companies serve as title insurance agents by providing title insurance policies, examination and closing services, primarily to our homebuyers.

In addition to our core homebuilding and financial services operations, we have subsidiaries that engage in other business activities. These subsidiaries conduct insurance-related operations, construct and own income-producing rental properties, own non-residential real estate including ranch land and improvements and own and operate oil and gas related assets. At September 30, 2016, assets totaling $54.9 million associated with these subsidiaries were included in the financial services and other section of our balance sheet.


1



Available Information

We make available, as soon as reasonably practicable, on our website, www.drhorton.com, all of our reports required to be filed with the Securities and Exchange Commission (SEC). These reports can be found on the “Investor Relations” page of our website under “Financial Information” and include our annual and quarterly reports on Form 10-K and 10-Q (including related filings in XBRL format), current reports on Form 8-K, beneficial ownership reports on Forms 3, 4, and 5, proxy statements and amendments to such reports. Our SEC filings are also available to the public on the SEC’s website at www.sec.gov, and the public may read and copy any document we file at the SEC’s public reference room located at 100 F Street NE, Washington, D.C. 20549. Further information on the operation of the public reference room can be obtained by calling the SEC at 1-800-SEC-0330. In addition to our SEC filings, our corporate governance documents, including our Code of Ethical Conduct for the Chief Executive Officer, Chief Financial Officer and senior financial officers, are available on the “Investor Relations” page of our website under “Corporate Governance.” Our stockholders may also obtain these documents in paper format free of charge upon request made to our Investor Relations department.

Our principal executive offices are located at 301 Commerce Street, Suite 500, Fort Worth, Texas 76102 and our telephone number is (817) 390-8200. Information on or linked to our website is not incorporated by reference into this annual report on Form 10-K unless expressly noted.

OPERATING STRUCTURE AND PROCESSES

Following is an overview of our Company’s operating structure and the significant processes that support our business controls, strategies and performance.

Homebuilding Markets

Our homebuilding business began in the Dallas/Fort Worth area, which is still one of our largest homebuilding operations and home to our corporate headquarters. We currently operate in 26 states and 78 markets, which provides us with geographic diversification in our homebuilding inventory investments and our sources of revenues and earnings. We believe our geographic diversification lowers our operational risks by mitigating the effects of local and regional economic cycles, and it also enhances our earnings potential by providing more diverse opportunities to invest in our business.



2



We conduct our homebuilding operations in the geographic regions, states and markets listed below, and we conduct our mortgage and title operations in many of these markets. Our homebuilding operating divisions are aggregated into six reporting segments, also referred to as reporting regions, which comprise the markets below. Our financial statements contain additional information regarding segment performance.
State
 
Reporting Region/Market 
 
State
 
Reporting Region/Market
 
 
 
 
 
 
 
 
 
East Region
 
 
 
South Central Region
Delaware
 
Northern Delaware
 
Louisiana
 
Baton Rouge
Georgia
 
Savannah
 
 
 
Lafayette
Maryland
 
Baltimore
 
Oklahoma
 
Oklahoma City
 
 
Suburban Washington, D.C.
 
Texas
 
Austin
New Jersey
 
North New Jersey
 
 
 
Dallas
 
 
South New Jersey
 
 
 
El Paso
North Carolina
 
Charlotte
 
 
 
Fort Worth
 
 
Fayetteville
 
 
 
Houston
 
 
Greensboro/Winston-Salem
 
 
 
Killeen/Temple/Waco
 
 
Raleigh/Durham
 
 
 
Midland/Odessa
 
 
Wilmington
 
 
 
New Braunfels/San Marcos
Pennsylvania
 
Philadelphia
 
 
 
San Antonio
South Carolina
 
Charleston
 
 
 
 
 
 
Columbia
 
 
 
Southwest Region
 
 
Greenville/Spartanburg
 
Arizona
 
Phoenix
 
 
Hilton Head
 
 
 
Tucson
 
 
Myrtle Beach
 
New Mexico
 
Albuquerque
Virginia
 
Northern Virginia
 
 
 
 
 
 
 
 
 
 
West Region
 
 
Midwest Region
 
California
 
Bakersfield
Colorado
 
Denver
 
 
 
Bay Area
 
 
Fort Collins
 
 
 
Fresno
Illinois
 
Chicago
 
 
 
Los Angeles County
Minnesota
 
Minneapolis/St. Paul
 
 
 
Orange County
 
 
 
 
 
 
Riverside County
 
 
Southeast Region
 
 
 
Sacramento
Alabama
 
Birmingham
 
 
 
San Bernardino County
 
 
Huntsville
 
 
 
San Diego County
 
 
Mobile
 
 
 
Ventura County
 
 
Montgomery
 
Hawaii
 
Hawaii
 
 
Tuscaloosa
 
 
 
Kauai
Florida
 
Fort Myers/Naples
 
 
 
Maui
 
 
Jacksonville
 
 
 
Oahu
 
 
Lakeland
 
Nevada
 
Las Vegas
 
 
Melbourne/Vero Beach
 
 
 
Reno
 
 
Miami/Fort Lauderdale
 
Oregon
 
Portland
 
 
Orlando
 
Utah
 
Salt Lake City
 
 
Pensacola/Panama City
 
Washington
 
Seattle/Tacoma/Everett
 
 
Port St. Lucie
 
 
 
Vancouver
 
 
Tampa/Sarasota
 
 
 
 
 
 
Volusia County
 
 
 
 
 
 
West Palm Beach
 
 
 
 
Georgia
 
Atlanta
 
 
 
 
 
 
Augusta
 
 
 
 
Mississippi
 
Gulf Coast
 
 
 
 
 
 
Hattiesburg
 
 
 
 
Tennessee
 
Nashville
 
 
 
 



3


When evaluating new or existing homebuilding markets for purposes of capital allocation, we consider local, market-specific factors, including among others:
Economic conditions;
Employment levels and job growth;
Income level of potential homebuyers;
Local housing affordability and typical mortgage products utilized;
Market for homes at our targeted price points;
Availability of land and lots in desirable locations on acceptable terms;
Land entitlement and development processes;
Availability of qualified subcontractors;
New and secondary home sales activity;
Competition; and
Prevailing housing products, features, cost and pricing.

Economies of Scale

We are the largest homebuilding company in the United States in fiscal 2016 as measured by number of homes closed and revenues, and we are also one of the largest builders in many of the markets in which we operate. We believe that our national, regional and local scale of operations provides us with benefits that may not be available to the same degree to some other smaller homebuilders, such as:
Greater access to and lower cost of capital, due to our balance sheet strength and our lending and capital markets relationships;
Negotiation of volume discounts and rebates from national, regional and local materials suppliers and lower labor rates from certain subcontractors; and
Enhanced leverage of our general and administrative activities, which allows us flexibility to adjust to changes in market conditions and compete effectively in each of our markets.

Decentralized Homebuilding Operations

We view homebuilding as a local business; therefore, most of our direct homebuilding activities are decentralized to provide flexibility to our local managers on operational decisions. We believe that our local management teams, who are familiar with local conditions, have the best information on which to base many decisions regarding their operations. At September 30, 2016, we had 39 separate homebuilding operating divisions, many of which operate in more than one market area. Generally, each operating division consists of a division president; a controller; land entitlement, acquisition and development personnel; a sales manager and sales and marketing personnel; a construction manager and construction superintendents; customer service personnel; a purchasing manager and office staff. Our division presidents receive performance based compensation if they achieve targeted financial and operating metrics related to their operating divisions. Following is a summary of our homebuilding activities that are decentralized in our local operating divisions, and the control and oversight functions that are centralized in our regional and corporate offices:


4



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;
— Review of the need for and extent of offsite work required to obtain project entitlements; and
— Financial analysis of the potential project;
Negotiating lot option, land acquisition and related contracts;
Obtaining all necessary land development and home construction approvals;
Selecting land development subcontractors and ensuring their work meets our contracted scopes;
Selecting building plans and architectural schemes;
Selecting construction subcontractors and ensuring their work meets our contracted scopes;
Planning and managing homebuilding schedules;
Developing and implementing local marketing and sales plans;
Determining the pricing for each house plan and options in a given community; and
Coordinating post-closing customer service and warranty repairs.

Centralized Controls

We centralize many important risk elements of our homebuilding business through our regional and corporate offices. We have five separate homebuilding regional offices. Generally, each regional office consists of a region president, legal counsel, a chief financial officer and limited office support staff. Each of our region presidents and their management teams are responsible for oversight of the operations of a number of homebuilding operating divisions, including:
Review and approval of division business plans and budgets;
Review of all land and lot acquisition contracts;
Review of all business and financial analysis for potential land and lot inventory investments;
Oversight of land and home inventory levels;
Monitoring division financial and operating performance; and
Review of major personnel decisions and division incentive compensation plans.



5



Our corporate executives and corporate office departments are responsible for establishing our operational policies and internal control standards and for monitoring compliance with established policies and controls throughout our operations. The corporate office also has primary responsibility for direct management of certain key risk elements and initiatives through the following centralized functions:
Financing;
Cash management;
Allocation of capital;
Issuance and monitoring of inventory investment guidelines;
Approval and funding of land and lot acquisitions;
Monitoring and analysis of profitability, returns, costs and inventory levels;
Risk and litigation management;
Environmental assessments of land and lot acquisitions;
Technology systems to support management of operations, marketing and information;
Accounting and management reporting;
Income taxes;
Internal audit;
Public reporting and investor and media relations;
Administration of payroll and employee benefits;
Negotiation of national purchasing contracts;
Administration of customer satisfaction surveys and reporting of results; and
Approval of major personnel decisions and management incentive compensation plans.

Land/Lot Acquisition and Inventory Management

We acquire land for use in our homebuilding operations after we have completed due diligence and generally after we have obtained the rights (known as entitlements) to begin development or construction work resulting in an acceptable number of residential lots. Before we acquire lots or tracts of land, we complete a feasibility study, which includes soil tests, independent environmental studies, other engineering work and financial analysis. We also evaluate the status of necessary zoning and other governmental entitlements required to develop and use the property for home construction. Although we purchase and develop land primarily to support our homebuilding activities, we may sell land and lots to other developers and homebuilders where we have excess land and lot positions.

We also enter into land/lot option contracts, in which we obtain the right, but generally not the obligation, to buy land or lots at predetermined prices on a defined schedule commensurate with anticipated home closings or planned development. Our option contracts generally are non-recourse, which limits our financial exposure to our earnest money deposited into escrow under the terms of the contract and any pre-acquisition due diligence costs we incur. This enables us to control land and lot positions with limited capital investment, which substantially reduces the risks associated with land ownership and development.



6



We directly acquire almost all of our land and lot positions. We are a party to a small number of joint ventures, all of which are consolidated in our financial statements.

We attempt to mitigate our exposure to real estate inventory risks by:
Managing our supply of land/lots controlled (owned and optioned) in each market based on anticipated future home closing levels;
Monitoring local market and demographic trends, housing preferences and related economic developments, including the identification of desirable housing submarkets based on the quality of local schools, new job opportunities, local growth initiatives and personal income trends;
Utilizing land/lot option contracts, where possible;
Seeking to acquire developed lots which are substantially ready for home construction, where possible;
Controlling our levels of investment in land acquisition, land development and housing inventory to match the expected housing demand in each of our operating markets; and
Monitoring and managing the number of speculative homes (homes under construction without an executed sales contract) built in each subdivision.

Land Development and Home Construction

Substantially all of our land development and home construction work is performed by subcontractors. Subcontractors typically are selected after a competitive bidding process and are retained for a specific subdivision or series of house plans pursuant to a contract that obligates the subcontractor to complete the scope of work at an agreed-upon price. We employ land development managers and construction superintendents to monitor land development and home construction activities, participate in major design and building decisions, coordinate the activities of subcontractors and suppliers, review the work of subcontractors for quality and cost controls and monitor compliance with zoning and building codes. In addition, our construction superintendents interact with our homebuyers during the construction process and instruct buyers on post-closing home maintenance.

Our home designs are selected or prepared in each of our markets to appeal to the preferences of local homebuyers in each community. Our local management teams regularly adjust our product offerings to address our customers’ expectations for affordability, home size and features. In most communities, we offer optional interior and exterior features to homebuyers for an additional charge. Construction time for our homes depends on the availability of labor, materials and supplies, the weather, the size of the home and other factors. We complete the construction of most homes within three to six months.

We typically do not maintain significant inventories of land development or construction materials, except for work in progress materials for active development projects and homes under construction. Generally, the construction materials used in our operations are readily available from numerous sources. We have contracts exceeding one year with certain suppliers of building materials that are cancelable at our option.

We are subject to governmental regulations that affect our land development and construction operations. At times, we have experienced delays in receiving the proper approvals from municipalities or other government agencies that have delayed our anticipated development and construction activities in individual communities.



7


Cost Controls

We control construction costs by designing our homes efficiently and by obtaining competitive bids for construction materials and labor. We also competitively bid and negotiate pricing from our subcontractors and suppliers based on the volume of services and products we purchase on a local, regional and national basis. We monitor our land development expenditures and construction costs versus budgets for each house and community, and we review our inventory levels, margins, expenses, profitability and returns for each operating market compared to both its business plan and our performance expectations.

We control overhead costs by centralizing certain accounting and administrative functions and by monitoring staffing and compensation levels. We review other general and administrative costs to identify efficiencies and savings opportunities in our operating divisions and our regional and corporate offices. We also direct many of our promotional activities toward local real estate brokers and digital marketing initiatives, which we believe are an efficient use of our marketing expenditures.

Marketing and Sales

In most of our markets, we use the D.R. Horton, Emerald Homes and Express Homes brand names to market and sell our homes. Our D.R. Horton branded communities are the core of our business and account for the majority of our home closings, focusing on the first time and first time move-up homebuyer. Our Emerald branded communities appeal to buyers in search of higher-end move-up and luxury homes. Our Express branded communities primarily accommodate a segment of entry-level buyers who are focused on affordability. In fiscal 2016, homes marketed under our Express Homes brand represented 26% of our home closings and 18% of our home sales revenue, and homes marketed under our Emerald Homes brand represented 4% of our home closings and 9% of our home sales revenue.

We also use the Pacific Ridge Homes brand in our Seattle market following our acquisition of their homebuilding operations in fiscal 2015, and their product offerings are similar to our D.R. Horton communities. We introduced our Freedom Homes brand in late fiscal 2016 to offer affordable homes specifically for the active adult buyer seeking a low-maintenance lifestyle in an age-restricted or age-targeted community.

We market and sell our homes primarily through commissioned employees, and the majority of our home closings also involve an independent real estate broker. We typically conduct home sales from sales offices located in furnished model homes in each subdivision, and we generally do not offer our model homes for sale until the completion of a subdivision. Our sales personnel assist prospective homebuyers by providing floor plans and price information, demonstrating the features and layouts of our homes and assisting with the selection of options. We train and inform our sales personnel as to the availability of financing, construction schedules and marketing and advertising plans. As market conditions warrant, we may provide potential homebuyers with incentives, such as discounts or free upgrades, to be competitive in a particular market.

We market our homes and communities to prospective homebuyers and real estate brokers through digital media, including email, search engine marketing, social networking sites and our company website, as well as through print media and advertisement. We also use billboards, radio, television, magazine and newspaper advertising as necessary in each local market. We attempt to position our subdivisions in locations that are desirable to potential homebuyers and convenient to or visible from local traffic patterns, which helps to reduce advertising costs. Model homes play a substantial role in our marketing efforts, and we expend significant effort and resources to create an attractive atmosphere in our model homes.

We also build speculative homes in most of our subdivisions. These homes enhance our marketing and sales efforts to prospective homebuyers who are renters or who are relocating to these markets and require a home within a short time frame, as well as to independent brokers who represent these homebuyers. We determine our speculative homes strategy in each market based on local market factors, such as new job growth, the number of job relocations, housing demand and supply, seasonality, current sales contract cancellation trends and our past experience in the market. We maintain a level of speculative home inventory in each subdivision based on our current and planned sales pace, and we monitor and adjust speculative home inventory on an ongoing basis as conditions warrant. Speculative homes allow us to compete effectively with existing homes available in the market and improve our profits and returns.


8



Sales Contracts and Backlog

Our sales contracts require an earnest money deposit which varies in amount across our markets and subdivisions. Additionally, customers are generally required to pay additional deposits when they select options or upgrade features for their homes. Our sales contracts include a financing contingency which permits customers to cancel and receive a refund of their deposit if they cannot obtain mortgage financing at prevailing or specified interest rates within a specified period. Our contracts may include other contingencies, such as the sale of an existing home. We either retain or refund customer deposits on cancelled sales contracts, depending upon the applicable provisions of the contract or other circumstances.

Sales order backlog represents homes under contract but not yet closed at the end of the period. At September 30, 2016, the value of our backlog of sales orders was $3.4 billion (11,475 homes), an increase of 9% from $3.1 billion (10,662 homes) at September 30, 2015. The average sales price of homes in backlog was $299,600 at September 30, 2016, up 2% from the $295,100 average at September 30, 2015. Many of the contracts in our sales order backlog are subject to contingencies, such as those described above, which can result in cancellations. A portion of the contracts in backlog will not result in closings due to cancellations. As a percentage of gross sales orders, cancellations of sales contracts were 23% in both fiscal 2016 and 2015.

The length of time between the signing of a sales contract for a home and delivery of the home to the buyer (closing) is generally from two to six months; therefore, substantially all of the homes in our sales backlog at September 30, 2016 are scheduled to close in fiscal year 2017. Further discussion of our backlog is provided in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Part II of this annual report on Form 10-K.

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 a prompt and courteous response to homebuyers’ needs during and after construction reduces post-closing repair costs, enhances our reputation for quality and service and ultimately leads to repeat and referral business from the real estate community and homebuyers. We typically provide our homebuyers with a ten-year limited warranty for major defects in structural elements such as framing components and foundation systems, a two-year limited warranty on major mechanical systems, and a one-year limited warranty on other construction components. The subcontractors who perform 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, some of our suppliers provide manufacturer’s warranties on specified products installed in the home.

Customer Mortgage Financing

We provide mortgage financing services principally to purchasers of our homes in the majority of our homebuilding markets through DHI Mortgage, our 100% owned subsidiary. DHI Mortgage assists in the sales transaction by coordinating the mortgage application, mortgage commitment and home closing processes to facilitate a timely and efficient home buying experience for our buyers. DHI Mortgage originates mortgage loans for a substantial portion of our homebuyers. During the year ended September 30, 2016, DHI Mortgage provided mortgage financing services for approximately 55% of our total homes closed, and approximately 93% of DHI Mortgage’s loan volume related to homes closed by our homebuilding operations. Most of our homebuilding divisions also work with a number of additional mortgage lenders that offer a range of mortgage financing programs to our homebuyers.

To limit the risks associated with our mortgage operations, DHI Mortgage originates loan products that we believe can be sold to third-party purchasers of mortgage loans, the majority of which are 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). DHI Mortgage sells substantially all of the loans and their servicing rights to third-party purchasers shortly after origination with limited recourse provisions. DHI Mortgage centralizes most of its control and oversight functions, including those related to loan underwriting, quality control, regulatory compliance, secondary marketing of loans, hedging activities, accounting and financial reporting.


9



Title Services

Through our subsidiary title companies, we serve as a title insurance agent in selected markets by providing title insurance policies, examination and closing services primarily to our homebuilding customers. We currently assume little or no underwriting risk associated with these title policies.

Employees

At September 30, 2016, we employed 6,976 persons, of whom 1,588 were sales and marketing personnel, 1,903 were involved in construction, 1,910 were office personnel and 1,575 worked in mortgage and title operations. We focus significant attention toward attracting and retaining talented and experienced individuals to manage and support our operations, and we believe that we have good relations with our employees.

Recent Business Acquisitions

We routinely evaluate opportunities to profitably expand our operations, including potential acquisitions of other homebuilding or related businesses. In April 2015, we acquired the homebuilding operations of Pacific Ridge Homes, which operates in Seattle, Washington. In September 2016, we acquired the homebuilding operations of Wilson Parker Homes, which operates in Atlanta and Augusta, Georgia; Raleigh, North Carolina; Columbia, South Carolina and Phoenix, Arizona.

Acquisitions of homebuilding businesses usually provide us with immediate land and home inventories and control of additional land and lot positions through option contracts. Also, employees of acquired businesses generally have specialized knowledge of local market conditions, including existing relationships with municipalities, land owners, developers, subcontractors and suppliers. These inventory positions and local market knowledge and relationships could take us several years to develop through our own efforts. We seek to limit the risks associated with acquiring other companies by conducting extensive operational, financial and legal due diligence on each acquisition and by performing financial analysis to determine that each acquisition will have a positive impact on our earnings within an acceptable period of time.

Competition

The homebuilding industry is highly competitive. We compete with numerous other national, regional and local homebuilders for homebuyers, desirable land, raw materials, skilled labor, employees, management talent and financing. We also compete with resales of existing and foreclosed homes and with the rental housing market. Our homes compete on the basis of quality, price, location, design and mortgage financing terms.

The competitors to our financial services businesses include other title companies and mortgage lenders, including national, regional and local mortgage bankers and other financial institutions. Some of these competitors are subject to fewer governmental regulations and may have greater access to capital than we do, and some of them may operate with different lending criteria and may offer a broader array of financing and other products and services to consumers than we do.



10



Governmental Regulation and Environmental Matters

The homebuilding industry is subject to extensive and complex regulations. We and the subcontractors we use must comply with many federal, state and local laws and regulations. These include zoning, density and development requirements and building, environmental, advertising, labor and real estate sales rules and regulations. These regulations and requirements affect substantially all aspects of our land development and home design, construction and sales processes in varying degrees across our markets. Our homes are inspected by local authorities where required, and homes eligible for insurance or guarantees provided by the Federal Housing Administration (FHA) and the Department of Veteran Affairs (VA) are subject to inspection by them. These regulations often provide broad discretion to the administering governmental authorities. In addition, our new housing developments may be subject to various assessments for schools, parks, streets, utilities and other public improvements.

Our homebuilding operations are also subject to an extensive array of local, state and federal statutes, ordinances, rules and regulations concerning protection of health, safety 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.

Our mortgage company must comply with extensive state and federal laws and regulations, which are administered by numerous agencies, including but not limited to the Consumer Financial Protection Bureau (CFPB), Federal Housing Finance Agency, U.S. Department of Housing and Urban Development, FHA, VA, United States Department of Agriculture (USDA), Fannie Mae, Freddie Mac and Ginnie Mae. These laws and regulations include many compliance requirements, including but not limited to licensing, consumer disclosures, fair lending and real estate settlement procedures. As a result, our operations are subject to regular, extensive examinations by the applicable agencies.

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 operating income in the third and fourth quarters of our fiscal year. The seasonal nature of our business can also cause significant variations in our working capital requirements in both our homebuilding and financial services 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.


11



ITEM 1A.
RISK FACTORS

Discussion of our business and operations included in this annual report on Form 10-K should be read together with the risk factors set forth below. They describe various risks and uncertainties we are or may become subject to, many of which are difficult to predict or beyond our control. These risks and uncertainties, together with other factors described elsewhere in this report, have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner.

The homebuilding industry is cyclical and affected by changes in economic, real estate or other conditions that could adversely affect our business or financial results.

The homebuilding industry is cyclical and is significantly affected by changes in general and local economic and real estate conditions, such as:
employment levels;
consumer confidence and spending;
housing demand;
availability of financing for homebuyers;
interest rates;
availability and prices of new homes for sale and alternatives to new homes, including foreclosed homes, homes held for sale by investors and speculators, other existing homes and rental properties; and
demographic trends.

Adverse changes in these general and local economic conditions or deterioration in the broader economy would cause a negative impact on our business and financial results and increase the risk for asset impairments and writeoffs. Changes in these economic conditions may affect some of our regions or markets more than others. If adverse conditions affect our larger markets, they could have a proportionately greater impact on us than on some other homebuilding companies.

In recent years, concerns regarding the U.S. government’s fiscal policies and economic stimulus actions have created uncertainty in the financial markets and caused volatility in interest rates, which has impacted business and consumer confidence. Federal government actions related to economic stimulus, taxation and spending levels, borrowing limits and new federal legislation, along with the related political debates, conflicts and compromises associated with such actions, may negatively impact the financial markets and consumer spending. Such events could hurt the U.S. economy and the housing market and in turn, could adversely affect the operating results of our homebuilding, financial services and other businesses.

Weather conditions and natural disasters, such as hurricanes, tornadoes, earthquakes, volcanic activity, droughts and floods, heavy or prolonged precipitation or wildfires, can harm our homebuilding business. These can delay our development work, home construction and home closings, adversely affect the cost or availability of materials or labor or damage homes under construction. The climates and geology of many of the states in which we operate, including California, Florida, Texas and other coastal areas, where we have some of our larger operations, present increased risks of adverse weather or natural disasters.

Deployments of U.S. military personnel to foreign regions, terrorist attacks, other acts of violence or threats to national security and any corresponding response by the United States or others, related domestic or international instability or civil unrest may cause an economic slowdown in the markets where we operate, which could adversely affect our homebuilding business.



12



Public health issues such as a major epidemic or pandemic could adversely affect our business. The U.S. and other countries have experienced, and may experience in the future, outbreaks of contagious diseases that affect public perception of health risk. In the event of a widespread, prolonged, actual or perceived outbreak of a contagious disease, our operations could be negatively impacted by a reduction in customer traffic or other factors which could reduce demand for new homes.

If we experience any of the foregoing, potential customers may be less willing or able to buy our homes. In the future, our pricing and product strategies may also be limited by market conditions. We may be unable to change the mix of our home offerings, reduce the costs of the homes we build, offer more affordable homes or satisfactorily address changing market conditions in other ways without adversely affecting our profit margins. In addition, cancellations of home sales contracts in backlog may increase if homebuyers do not honor their contracts due to any of the factors discussed above.

Our financial services business is closely related to our homebuilding business, as it originates mortgage loans principally to purchasers of the homes we build. A decrease in the demand for our homes because of the foregoing matters will also adversely affect the financial results of this segment of our business. An increase in the default rate on the mortgages we originate may adversely affect our ability to sell the mortgages or the pricing we receive upon the sale of mortgages or may increase our recourse obligations for previous originations. We may be responsible for losses associated with mortgage loans originated and sold to third-party purchasers in the event of errors or omissions relating to certain representations and warranties that the loans sold meet certain requirements, including representations as to underwriting standards, the type of collateral, the existence of primary mortgage insurance, and the validity of certain borrower representations in the connection with the loan. We establish reserves related to mortgages we have sold; however, actual future obligations related to these mortgages could differ significantly from our current estimated amounts.

Constriction of the credit markets could limit our ability to access capital and increase our costs of capital.

During economic and housing downturns in prior years, the credit markets constricted and reduced some sources of liquidity that were previously available to us. Consequently, we relied principally on our cash on hand to meet our working capital needs and repay outstanding indebtedness during those years. There likely will be periods in the future when financial market upheaval will increase our cost of capital or limit our ability to access the public debt markets or obtain bank financing.

We have a $975 million 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. The facility also provides for the issuance of letters of credit with a sublimit equal to approximately 50% of the revolving credit commitment. The maturity date of the commitments under the facility is September 7, 2020. Also, our mortgage subsidiary utilizes a mortgage repurchase facility to finance the majority of the loans it originates. At September 30, 2016, the capacity of the facility was $700 million and can be increased to $800 million subject to the availability of additional commitments. The mortgage repurchase facility must be renewed annually and currently expires on February 24, 2017. We expect to renew and extend the term of the mortgage repurchase facility with similar terms prior to its maturity. Adverse changes in market conditions could make the renewal of these facilities more difficult or could result in an increase in the cost of these facilities or a decrease in the committed amounts. Such changes affecting our mortgage repurchase facility may also make it more difficult or costly to sell the mortgages that we originate.

We believe that our existing cash resources, our revolving credit facility and our mortgage repurchase facility provide sufficient liquidity to fund our near-term working capital needs and debt obligations. We regularly assess our projected capital requirements to fund future growth in our business, repay future debt obligations, and support other general corporate and operational needs, and we regularly evaluate our opportunities to raise additional capital. As market conditions permit, we may issue new debt or equity securities through the public capital markets or obtain additional bank financing to fund our projected capital requirements or provide additional liquidity. Adverse changes in economic, homebuilding or capital market conditions could negatively affect our business, liquidity and financial results, restrict our ability to obtain additional capital or increase our costs of capital.



13



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 could decrease our buyers’ ability to obtain financing and adversely affect our business or financial results.

The mortgage lending industry has experienced significant change over the past decade, including volatility in the secondary market and a number of new government regulations. Since the secondary market continues to primarily desire securities backed by Fannie Mae, Freddie Mac or Ginnie Mae, we believe the liquidity these agencies provide to the mortgage industry is important to the housing market. There have been ongoing discussions by the government with regard to the long-term structure and viability of Fannie Mae and Freddie Mac, which could result in adjustments to the size of their loan portfolios and to guidelines for their loan products. Any reduction in the availability of the financing provided by these institutions could adversely affect interest rates, mortgage availability and sales of new homes and mortgage loans.

The FHA insures mortgage loans that generally have lower credit requirements and is an important source for financing the sale of our homes. Changes, restrictions or premium increases in FHA programs in the future may negatively affect the availability or affordability of FHA financing, which could adversely affect our ability to sell homes.

Some of our customers may qualify for 100% financing through programs offered by the VA, USDA and certain housing finance agencies. These programs are subject to changes in regulations, lending standards and government funding levels. There can be no assurances that these programs or other programs will continue to be available in our homebuilding markets or that they will be as attractive to our customers as the programs currently offered, which could negatively affect our sales.

The mortgage loans originated by our financial services operations are primarily eligible for sale to Fannie Mae, Freddie Mac and Ginnie Mae and are sold to third-party purchasers. During fiscal 2016, approximately 92% of our mortgage loans were sold to four financial entities, one of which purchased 27% of the total loans sold. On an ongoing basis, we seek to establish loan purchase arrangements with additional financial entities. If we are unable to sell mortgage loans to purchasers on attractive terms, our ability to originate and sell mortgage loans at competitive prices could be limited, which would negatively affect our profitability.

Even if potential customers do not need financing, changes in the availability of mortgage products may make it more difficult for them to sell their current homes to potential buyers who need financing.

Mortgage rates are currently low as compared to most historical periods. When interest rates increase, the cost of owning a home will increase, which will likely reduce the number of potential homebuyers who can obtain mortgage financing, and could result in a decline in the demand for our homes.

The risks associated with our land and lot inventory could adversely affect our business or financial results.

Inventory risks are substantial for our homebuilding business. There are risks inherent in controlling, owning and developing land. If housing demand declines, we may not be able to build and sell homes profitably in some of our communities, and we may not be able to fully recover the costs of some of the land and lots we own. Also, the values of our owned undeveloped land, lots and housing inventories may fluctuate significantly due to changes in market conditions. As a result, our deposits for lots controlled under option or similar contracts may be put at risk, we may have to sell homes or land for a lower profit margin or record inventory impairment charges on our land and lots. A significant deterioration in economic or homebuilding industry conditions may result in substantial inventory impairment charges.



14



Homebuilding is subject to home warranty and construction defect claims in the ordinary course of business that can be significant.

We are subject to home warranty and construction defect claims arising in the ordinary course of our homebuilding business. We rely on subcontractors to perform the actual construction of our homes, and in many cases, to select and obtain construction materials. Despite our detailed specifications and monitoring of the construction process, our subcontractors occasionally do not meet adequate quality standards in the construction of our homes. When we find these issues, we repair them in accordance with our warranty obligations. We spend significant resources to repair items in homes we have sold to fulfill the warranties we issued to our homebuyers. Additionally, we are subject to construction defect claims which can be costly to defend and resolve in the legal system. Warranty and construction defect matters can also result in negative publicity in the media and on the internet, which can damage our reputation and adversely affect our ability to sell homes.

Based on the large number of homes we have sold over the years, our potential liabilities related to warranty and construction defect claims are significant. As a consequence, we maintain product liability insurance, and we seek to obtain indemnities and certificates of insurance from subcontractors covering claims related to their workmanship and materials. We establish warranty and other reserves for the homes we sell based on historical experience in our markets and our judgment of the qualitative risks associated with the types of homes built. Because of the uncertainties inherent to these matters, we cannot provide assurance that our insurance coverage, our subcontractor arrangements and our reserves will be adequate to address all of our future warranty and construction defect claims. Contractual indemnities can be difficult to enforce, we may be responsible for applicable self-insured retentions and some types of claims may not be covered by insurance or may exceed applicable coverage limits. Additionally, the coverage offered by and the availability of product liability insurance for construction defects is limited and costly. We have responded to increases in insurance costs and coverage limitations by increasing our self-insured retentions and claim reserves. There can be no assurance that coverage will not be further restricted or become more costly. If costs to resolve our future warranty and construction defect claims exceed our estimates, our financial results and liquidity could be adversely affected.

A health and safety incident relating to our operations could be costly in terms of potential liabilities and reputational damage.
 
Building sites are inherently dangerous, and operating in the homebuilding industry poses certain inherent health and safety risks. Due to health and safety regulatory requirements and the number of projects we work on, health and safety performance is critical to the success of all areas of our business. Any failure in health and safety performance may result in penalties for non-compliance with relevant regulatory requirements, and a failure that results in a major or significant health and safety incident is likely to be costly and could expose us to liability that could be costly. Such a failure could generate significant negative publicity and have a corresponding impact on our reputation, our relationships with relevant regulatory agencies or governmental authorities, and our ability to attract customers and employees, which in turn could have a material adverse effect on our financial results and liquidity.

Damage to our corporate reputation or brands from negative publicity could adversely affect our business, financial results and/or stock price.

Adverse publicity related to our company, industry, personnel, operations or business performance may cause damage to our corporate reputation or brands and may generate negative sentiment, potentially affecting the performance of our business or our stock price, regardless of its accuracy or inaccuracy. Negative publicity can be disseminated rapidly through digital platforms, including social media, websites, blogs and newsletters. Customers and other interested parties value readily available information and often act on such information without further investigation and without regard to its accuracy. The harm may be immediate without affording us an opportunity for redress or correction, and our success in preserving our brand image depends on our ability to recognize, respond to and effectively manage negative publicity in a rapidly changing environment. Adverse publicity or unfavorable commentary from any source could damage our reputation, reduce the demand for our homes or negatively impact the morale and performance of our employees, which could adversely affect our business.



15



Supply shortages and other risks related to acquiring land, building materials and skilled labor could increase our costs and delay deliveries.

The homebuilding industry has from time to time experienced significant difficulties that can affect the cost or timing of construction, including:
difficulty in acquiring land suitable for residential building at affordable prices in locations where our potential customers want to live;
shortages of qualified subcontractors;
reliance on local subcontractors, manufacturers and distributors who may be inadequately capitalized;
shortages of materials; and
volatile increases in the cost of materials, particularly increases in the price of lumber, drywall and cement, which are significant components of home construction costs.

These factors cause us to take longer or incur more costs to build our homes and adversely affect our revenues and profitability. If the level of new home demand increases significantly in future periods, the risk of shortages in residential lots, labor and materials available to the homebuilding industry will likely increase in some markets where we operate.

Our business and financial results could be adversely affected by significant inflation, higher interest rates or deflation.

Inflation can adversely affect us by increasing costs of land, materials and labor. In addition, significant inflation is often accompanied by higher interest rates, which have a negative impact on housing affordability. In a highly inflationary environment, depending on industry and other economic conditions, we may be precluded from raising home prices enough to keep up with the rate of inflation, which could reduce our profit margins. Moreover, with inflation, the costs of capital, labor and materials can increase and the purchasing power of our cash resources can decline. Current or future efforts by the government to stimulate the economy may increase the risk of significant inflation and its adverse impact on our business or financial results.

Alternatively, a significant period of deflation could cause a decrease in overall spending and borrowing levels. This could lead to deterioration in economic conditions, including an increase in the rate of unemployment. Deflation could also cause the value of our inventories to decline or reduce the value of existing homes below the related mortgage loan balance, which could potentially increase the supply of existing homes. If oil prices remain low or decline further, the economic conditions in markets that have significant exposure to the energy sector may weaken. These, or other factors that increase the risk of significant deflation, could have a negative impact on our business or financial results.

We are required to obtain performance bonds, the unavailability of which could adversely affect our results of operations and cash flows.

We often are required to provide surety bonds to secure our performance or obligations under construction contracts, development agreements and other arrangements. At September 30, 2016, we had $1.1 billion of outstanding surety bonds. Our ability to obtain surety bonds primarily depends upon our credit rating, financial condition, past performance and other factors, including the capacity of the surety market and the underwriting practices of surety bond issuers. The ability to obtain surety bonds also can be impacted by the willingness of insurance companies to issue performance bonds for construction and development activities. If we are unable to obtain surety bonds when required, our results of operations and cash flows could be adversely affected.



16



Increases in the costs of owning a home could prevent potential customers from buying our homes and adversely affect our business or financial results.

Significant expenses of owning a home, including mortgage interest and real estate taxes, generally are deductible expenses for an individual’s federal, and in some cases state, income taxes, subject to various limitations under current tax law and policy. If the federal government or a state government changes its income tax laws, as has been discussed from time to time, to eliminate or substantially modify these income tax deductions, the after-tax cost of owning a new home would increase for many of our potential customers. The loss or reduction of homeowner tax deductions, if such tax law changes were enacted without offsetting provisions, could adversely affect demand for and sales prices of new homes.

In addition, increases in property tax rates by local governmental authorities, as experienced in some areas in response to reduced federal and state funding, could adversely affect the amount of financing our potential customers could obtain or their desire to purchase new homes.

Governmental regulations and environmental matters could increase the cost and limit the availability of our development and homebuilding projects and adversely affect our business or financial results.

We are subject to extensive and complex regulations that affect land development and home construction, including zoning, density restrictions, building design and building standards. These regulations often provide broad discretion to the administering governmental authorities as to the conditions we must meet prior to development or construction being approved, if approved at all. We are subject to determinations by these authorities as to the adequacy of water or sewage facilities, roads or other local services. New housing developments may also be subject to various assessments for schools, parks, streets and other public improvements. In addition, in many markets government authorities have implemented no growth or growth control initiatives. Any of these can limit, delay or increase the costs of development or home construction.

We are also subject to a significant number and variety of local, state and federal laws and regulations concerning protection of health, safety, labor standards and the environment. The impact of environmental laws varies depending upon the prior uses of the building site or adjoining properties and may be greater in areas with less supply where undeveloped land or desirable alternatives are less available. These matters may result in delays, may cause us to incur substantial compliance, remediation, mitigation and other costs, and can prohibit or severely restrict development and homebuilding activity in environmentally sensitive regions or areas. Government agencies also routinely initiate audits, reviews or investigations of our business practices to ensure compliance with these laws and regulations, which can cause us to incur costs or create other disruptions in our business that can be significant. For example, we have received Notices of Violation from the United States Environmental Protection Agency related to stormwater compliance at certain of our sites in the Southeast. This matter could potentially result in requirements for us to perform additional compliance procedures and to pay monetary sanctions.

The subcontractors we rely on to perform the actual construction of our homes are also subject to a significant number of local, state and federal laws and regulations, including laws involving matters that are not within our control. If the subcontractors who construct our homes fail to comply with all applicable laws, we can suffer reputational damage, and may be exposed to possible liability.

We are also subject to an extensive number of laws and regulations because our common stock and debt securities are publicly traded in the capital markets. These regulations govern our communications with our shareholders and the capital markets, our financial statement disclosures and our legal processes, and they also impact the work required to be performed by our independent registered public accounting firm and our legal counsel. Changes in these laws and regulations, including the subsequent implementation of rules by the administering government authorities, can require us to incur additional compliance costs, and such costs can be significant.



17



Governmental regulation of our financial services operations could adversely affect our business or financial results.

Our financial services operations are subject to extensive state and federal laws and regulations, which are administered by numerous agencies, including but not limited to the CFPB, Federal Housing Finance Agency, U.S. Department of Housing and Urban Development, FHA, VA, USDA, Fannie Mae, Freddie Mac and Ginnie Mae. These laws and regulations include many compliance requirements, including but not limited to licensing, consumer disclosures, fair lending and real estate settlement procedures. As a result, our operations are subject to regular, extensive examinations by the applicable agencies.

In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) was enacted to establish new requirements related to residential mortgage lending practices. In 2011, the CFPB was created to regulate consumer protection with regard to financial products and services. In 2014, the CFPB implemented rules regarding the creation and definition of a “Qualified Mortgage” (QM). These rules created standards for lender practices regarding assessing borrowers’ ability to repay, and limitations on certain fees and incentive arrangements. In 2015, the CFPB’s new Truth in Lending - Real Estate Settlement Procedures Act Integrated Disclosure Rule (TRID) became effective. This rule implemented additional disclosure timeline requirements and fee tolerances. The CFPB is currently conducting its initial examination of our subsidiary mortgage company.

In fiscal 2013, our subsidiary mortgage company was subpoenaed by the United States Department of Justice (DOJ) regarding the adequacy of underwriting criteria and documentation surrounding certain FHA loans originated and sold in prior years. We have provided information related to these loans to the DOJ, and communications are ongoing. The DOJ has not asserted any claims nor provided any indication of the amount of any potential claims or penalties.

Due to the significant increases in regulations, operating costs have increased for our mortgage operations. The possibility of additional future regulations, changing rule interpretations and examinations by regulatory agencies may result in more stringent compliance standards and could adversely affect the results of our operations.

We have significant amounts of consolidated debt and may incur additional debt; our debt obligations and our ability to comply with related covenants, restrictions or limitations could adversely affect our financial condition.

As of September 30, 2016, our consolidated debt was $3.3 billion, and we had $831.6 million principal amount of our debt maturing before the end of fiscal 2017. The indenture governing our senior notes does not restrict the incurrence of future unsecured debt by us or our homebuilding subsidiaries or the incurrence of secured or unsecured debt by our financial services subsidiaries, and the agreement governing our revolving credit facility allows us to incur a substantial amount of future unsecured debt. Also, the indenture governing our senior notes and the agreement governing our revolving credit facility impose restrictions on our ability and on that of the guarantors to incur debt secured by certain assets, but still permit us and our homebuilding subsidiaries to incur significant amounts of additional secured debt.

Possible consequences. The amount and the maturities of our debt could have important consequences. For example, they could:
require us to dedicate a substantial portion of our cash flow from operations to payment of our debt and reduce our ability to use our cash flow for other operating or investing purposes;
limit our flexibility to adjust to changes in our business or economic conditions; and
limit our ability to obtain future financing for working capital, capital expenditures, acquisitions, debt service requirements or other requirements.



18



In addition, our debt obligations and the restrictions imposed by the instruments governing those obligations expose us to additional risks, including:

Dependence on future performance. Our ability to meet our debt service and other obligations and the financial covenants under our revolving credit and mortgage repurchase facilities will depend, in part, upon our future financial performance. Our future results are subject to the risks and uncertainties described in this report. Our revenues and earnings vary with the level of general economic activity in the markets we serve. Our businesses are also affected by financial, political, business and other factors, many of which are beyond our control. The factors that affect our ability to generate cash can also affect our ability to raise additional funds for these purposes through the sale of debt or equity, the refinancing of debt or the sale of assets. Changes in prevailing interest rates may affect the cost of our debt service obligations, because borrowings under our revolving credit facility and mortgage repurchase facility bear interest at floating rates.

Revolving credit facility. Our revolving credit facility contains financial covenants requiring the maintenance of a minimum level of tangible net worth, a maximum allowable ratio of debt to tangible net worth and a borrowing base restriction if our ratio of debt to tangible net worth exceeds a certain level. A failure to comply with these requirements could allow the lending banks to terminate the availability of funds under our revolving credit facility or cause any outstanding borrowings to become due and payable prior to maturity.

Mortgage repurchase facility and other restrictions. The mortgage repurchase facility for our mortgage subsidiary requires the maintenance of a minimum level of tangible net worth, a maximum allowable ratio of debt to tangible net worth and a minimum level of liquidity by our mortgage subsidiary. A failure to comply with these requirements could allow the lending banks to terminate the availability of funds to our mortgage subsidiary or cause any outstanding borrowings to become due and payable prior to maturity. Any difficulty experienced in complying with these covenants could make the renewal of the facility more difficult or costly.

In addition, although our financial services business is conducted through subsidiaries that are not restricted by the indenture governing our senior notes or the agreement governing our revolving credit facility, the ability of our financial services subsidiaries to distribute funds to our homebuilding operations would be restricted in the event such distribution would cause an event of default under the mortgage repurchase facility or if an event of default had occurred under this facility. Moreover, our right to receive assets from these subsidiaries upon their liquidation or recapitalization is subject to the prior claims of the creditors of these subsidiaries. Any claims we may have to funds from our financial services subsidiaries would be subordinate to subsidiary indebtedness to the extent of any security for such indebtedness and to any indebtedness otherwise recognized as senior to our claims.

Changes in debt ratings. Our senior unsecured debt is currently rated investment grade by two of the three major rating agencies; however, there can be no assurance that we will be able to maintain this rating. Any lowering of our debt ratings could make accessing the public capital markets or obtaining additional credit from banks more difficult and/or more expensive.

Change of control purchase options and change of control default. Upon the occurrence of both a change of control and a ratings downgrade event, each as defined in the indenture governing our senior notes, we will be required to offer to repurchase such notes at 101% of their principal amount, together with all accrued and unpaid interest, if any. Moreover, a change of control (as defined in our revolving credit facility) would constitute an event of default under our revolving credit facility, which could result in the acceleration of the repayment of any borrowings outstanding under our revolving credit facility, a requirement to cash collateralize all letters of credit outstanding thereunder and the termination of the commitments thereunder. If repayment of more than $50 million outstanding under our revolving credit facility were accelerated and such acceleration were not rescinded or such indebtedness were not satisfied, in either case within 30 days, an event of default would result under the indenture governing our senior notes, entitling the trustee for the notes or holders of at least 25 percent in principal amount of the relevant series of notes then outstanding to declare all such notes to be due and payable immediately. If purchase offers were required under the indenture for our notes, repayment of the borrowings under our revolving credit facility were required, or if our senior notes were accelerated, we can give no assurance that we would have sufficient funds to pay the required amounts.


19



Homebuilding and financial services are very competitive industries, and competitive conditions could adversely affect our business or financial results.

The homebuilding industry is highly competitive. Homebuilders compete not only for homebuyers, but also for desirable properties, financing, raw materials and skilled labor. We compete with local, regional and national homebuilders, and also with existing home sales, foreclosures and rental properties. The competitive conditions in the homebuilding industry can negatively affect our sales volumes, selling prices and incentive levels, reduce our profit margins, and cause the value of our inventory or other assets to be impaired. Competition can also affect our ability to acquire suitable land, raw materials and skilled labor at acceptable prices or terms, or cause delays in the construction of our homes.

The competitors to our financial services businesses include other title companies and mortgage lenders, including national, regional and local mortgage banks and other financial institutions. Some of these competitors are subject to fewer governmental regulations and have greater access to capital than we do, and some of them may operate with different lending criteria than we do. These competitors may offer a broader or more attractive array of financing and other products and services to potential customers than we do.

Our homebuilding and financial services businesses compete with other companies across all industries to attract and retain highly skilled and experienced employees, managers and executives. Competition for the services of these individuals increases as business conditions improve in the homebuilding and financial services industries and in the general economy. If we are unable to attract and retain key employees, managers or executives, our business could be adversely affected.

We cannot make any assurances that our growth strategies, acquisitions or investments will be successful or will not expose us to additional risks.

We have primarily focused on internal growth in recent years by increasing our investments in land, lot and home inventories in our existing homebuilding markets. We have also expanded our business through investments in new product offerings and geographic markets. Investments in land, lots and home inventories can expose us to risks of economic loss and inventory impairments if housing conditions weaken or if we are unsuccessful in implementing our growth strategies.

Additionally, we have acquired the homebuilding operations of five companies since fiscal 2012, and we may make strategic acquisitions of or investments in other companies, operations or assets in the future. Such acquisitions and investments may have similar risks related to land, lots and home inventories, but they also involve the integration and oversight of the acquired operations, which may require us to devote significant resources and management time and attention toward these investments. We can give no assurance that we will be able to successfully identify, acquire and integrate strategic acquisitions or investments in the future. Acquisitions can result in dilution to existing stockholders if we issue our common stock as consideration, or reduce our liquidity if we fund them with cash. In addition, acquisitions can expose us to valuation risks, including the risk of writing off goodwill or impairing inventory and other assets related to such acquisitions. The risk of goodwill and asset impairments will increase during a cyclical housing downturn when our profitability may decline.

Our business could be adversely affected by the loss of key personnel.

We rely on our key personnel to effectively operate and manage our homebuilding and financial services businesses. Specifically, our success depends heavily on the performance of our homebuilding division and region presidents and their management teams, our financial services management team, our corporate office management teams and our executive officers. These key personnel have significant experience and skills in the homebuilding and financial services industries, as well as leadership and management abilities that are important to our success. We seek to retain our key personnel and to have succession plans in place to address the potential loss of key personnel. However, if our retention and succession planning efforts are unsuccessful or if we fail to attract suitable replacements, the loss of key personnel could adversely affect our business.



20



Information technology failures and data security breaches could harm our business.

We use information technology and other computer resources to carry out important operational and marketing activities and to maintain our business records. These information technology systems are dependent upon global communications providers, web browsers, third-party software and data storage providers and other aspects of the Internet infrastructure that have experienced security breaches, cyber-attacks, significant systems failures and service outages in the past. A material breach in the security of our information technology systems or other data security controls could include the theft or release of customer, employee or company data. A data security breach, a significant and extended disruption in the functioning of our information technology systems or a breach of any of our data security controls could disrupt our business operations, damage our reputation and cause us to lose customers, adversely impact our sales and revenue and require us to incur significant expense to address and remediate or otherwise resolve these kinds of issues. The release of confidential information as a result of a security breach could also lead to litigation or other proceedings against us by affected individuals or business partners, or by regulators, and the outcome of such proceedings, which could include penalties or fines, could have a significant negative impact on our business. We may also be required to incur significant costs to protect against damages caused by information technology failures or security breaches in the future. We routinely utilize information technology security experts to assist us in our evaluations of the effectiveness of the security of our information technology systems, and we regularly enhance our security measures to protect our systems and data. However, because the techniques used to obtain unauthorized access, disable or degrade systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Consequently, we cannot provide assurances that a security breach, cyber-attack, data theft or other significant systems or security failures will not occur in the future, and such occurrences could have a material and adverse effect on our consolidated results of operations or financial position.


21


ITEM 1B.
UNRESOLVED STAFF COMMENTS

None.


ITEM 2.
PROPERTIES

In addition to our inventories of land, lots and homes, we own office buildings totaling approximately 730,000 square feet, and we lease approximately 610,000 square feet of office space under leases expiring through April 2022. These properties are located in our various operating markets to house our homebuilding and financial services operating divisions and our regional and corporate offices.

We own ranch land and improvements totaling approximately 93,600 acres which we use to conduct ranching and agricultural activities and to host company meetings and events.


ITEM 3.
LEGAL PROCEEDINGS

We are involved in lawsuits and other contingencies in the ordinary course of business. While the outcome of such contingencies cannot be predicted with certainty, we believe that the liabilities arising from these matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, to the extent the liability arising from the ultimate resolution of any matter exceeds our estimates reflected in the recorded reserves relating to such matter, we could incur additional charges that could be significant.

In May and July of 2014, we received Notices of Violation from the United States Environmental Protection Agency related to stormwater compliance at certain of our sites in the Southeast. This matter could potentially result in monetary sanctions to the Company in an amount which we do not currently expect would be material. As we cannot reasonably estimate the potential costs that may be associated with the eventual resolution of this matter, we have not recorded any associated liabilities in the accompanying balance sheet.

In fiscal 2013, our subsidiary mortgage company was subpoenaed by the United States Department of Justice (DOJ) regarding the adequacy of underwriting criteria and documentation surrounding certain FHA loans originated and sold in prior years. We have provided information related to these loans to the DOJ, and communications are ongoing. The DOJ has not asserted any claims nor provided any indication of the amount of any potential claims or penalties.


ITEM 4.
MINE SAFETY DISCLOSURES

Not applicable.


22



PART II



ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is listed on the New York Stock Exchange (NYSE) under the symbol “DHI.” The following table sets forth, for the periods indicated, the range of high and low sales prices for our common stock, as reported by the NYSE, and the quarterly cash dividends declared per common share.
 
Year Ended September 30, 2016
 
Year Ended September 30, 2015
 
High
 
Low
 
Declared
Dividends
 
High
 
Low
 
Declared
Dividends
1st Quarter
$
33.10

 
$
28.45

 
$
0.08

 
$
25.94

 
$
19.29

 
$
0.0625

2nd Quarter
31.64

 
22.97

 
0.08

 
28.77

 
22.12

 
0.0625

3rd Quarter
32.51

 
28.82

 
0.08

 
29.29

 
24.92

 
0.0625

4th Quarter
34.56

 
29.64

 
0.08

 
33.06

 
26.14

 
0.0625


As of November 9, 2016, the closing price of our common stock on the NYSE was $27.54, and there were approximately 409 holders of record.

In November 2016, our Board of Directors approved a cash dividend of $0.10 per common share, payable on December 12, 2016, to stockholders of record on November 28, 2016. 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.

The information required by this item with respect to equity compensation plans is set forth under Item 12 of this annual report on Form 10-K and is incorporated herein by reference.

During fiscal years 2016, 2015 and 2014, we did not sell any equity securities that were not registered under the Securities Act of 1933, as amended.

Effective August 1, 2016, our Board of Directors authorized the repurchase of up to $100 million of our common stock effective through July 31, 2017. A stock repurchase authorization of the same amount was in place for the twelve months prior to the current authorization. All of the $100 million authorization was remaining at September 30, 2016, and no common stock has been repurchased subsequent to September 30, 2016.


23


Stock Performance Graph

The following graph illustrates the cumulative total stockholder return on D.R. Horton common stock for the last five fiscal years through September 30, 2016, compared to the S&P 500 Index, the S&P 500 Homebuilding Index and the S&P 1500 Homebuilding Index.The comparison assumes a hypothetical investment in D.R. Horton common stock and in each of the foregoing indices of $100 at September 30, 2011 and assumes that all dividends were reinvested. Shareholder returns over the indicated period are based on historical data and should not be considered indicative of future shareholder returns. The graph and related disclosure in no way reflect our forecast of future financial performance.

In fiscal 2016, we changed our published industry index from the S&P 500 Homebuilding Index to the S&P 1500 Homebuilding Index because it represents a broader group of homebuilding companies. Including D.R. Horton, three companies currently compose the S&P 500 Homebuilding Index compared to sixteen companies in the S&P 1500 Homebuilding Index. Of those companies, eight are currently included in the peer group of publicly-traded companies used by our Compensation Committee to analyze compensation decisions related to our named executive officers. The S&P 500 Homebuilding Index is included in the graph below for comparative purposes only. For the years following 2016, we will no longer provide a comparison of our stock performance with the S&P 500 Homebuilding Index.

Comparison of Five-Year Cumulative Total Return
Among D.R. Horton, Inc., S&P 500 Index, S&P 500 Homebuilding Index and S&P 1500 Homebuilding Index
stockperformancegraph2016fin.jpg

 
Year Ended September 30,
 
2011
 
2012
 
2013
 
2014
 
2015
 
2016
D.R. Horton, Inc. 
$
100.00

 
$
230.44

 
$
219.16

 
$
232.84

 
$
336.22

 
$
349.52

S&P 500 Index
100.00

 
130.20

 
155.39

 
186.05

 
184.91

 
213.44

S&P 500 Homebuilding Index
100.00

 
276.55

 
280.05

 
303.19

 
384.08

 
381.37

S&P 1500 Homebuilding Index
100.00

 
234.11

 
243.32

 
250.59

 
304.42

 
302.62


This performance graph shall not be deemed to be incorporated by reference into our SEC filings and should not constitute soliciting material or otherwise be considered filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.


24



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 Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Item 1A, “Risk Factors,” Item 8, “Financial Statements and Supplementary Data,” and all other financial data contained in this annual report on Form 10-K. These historical results are not necessarily indicative of the results to be expected in the future.
 
Year Ended September 30,
 
2016
 
2015
 
2014
 
2013
 
2012
 
 
 
(In millions, except per share data)
 
 
Operating Data:
 

 
 

 
 

 
 

 
 

Revenues:
 

 
 

 
 

 
 

 
 

Homebuilding
$
11,861.8

 
$
10,559.0

 
$
7,858.5

 
$
6,085.9

 
$
4,236.2

Financial Services
295.6

 
265.0

 
166.4

 
173.4

 
117.8

Inventory and land option charges
31.4

 
60.3

 
85.2

 
31.1

 
6.2

Gross profit — Homebuilding
2,359.2

 
2,023.3

 
1,589.9

 
1,232.4

 
743.8

Income before income taxes:
 
 
 
 
 
 
 
 
 
Homebuilding (1)
1,264.4

 
1,018.3

 
768.5

 
589.8

 
203.4

Financial Services and other (1)
89.1

 
105.1

 
45.7

 
68.0

 
39.5

Income tax expense (benefit) (2)
467.2

 
372.7

 
280.7

 
195.1

 
(713.4
)
Net income
886.3

 
750.7

 
533.5

 
462.7

 
956.3

Net income per share:
 
 
 
 
 
 
 
 
 
Basic
2.39

 
2.05

 
1.57

 
1.44

 
3.01

Diluted
2.36

 
2.03

 
1.50

 
1.33

 
2.77

Cash dividends declared per common share
0.32

 
0.25

 
0.1375

 
0.1875

 
0.15


 
September 30,
 
2016
 
2015
 
2014
 
2013
 
2012
 
(In millions)
Balance Sheet Data:
 

 
 

 
 

 
 

 
 

Cash and cash equivalents and marketable securities
$
1,303.2

 
$
1,383.8

 
$
661.8

 
$
977.4

 
$
1,384.8

Inventories
8,340.9

 
7,807.0

 
7,700.5

 
6,197.4

 
4,165.2

Total assets
11,558.9

 
11,151.0

 
10,185.4

 
8,838.4

 
7,236.2

Notes payable (3)
3,271.3

 
3,811.5

 
3,665.7

 
3,491.0

 
2,481.1

Total equity
6,793.0

 
5,895.4

 
5,119.7

 
4,061.4

 
3,594.7

_____________
(1)
The operating results of certain subsidiaries previously included in our homebuilding operations have been reclassified to our financial services and other operations. As a result of these reclassifications, our homebuilding pre-tax income in fiscal 2014, 2013, and 2012 was reduced by $0.3 million, $2.5 million and $0.3 million, respectively, with a corresponding increase in the pre-tax income of our financial services and other operations. In fiscal 2015, the income and expense reclassifications had no impact on our results of operations. These reclassifications had no effect on our consolidated operating results or balance sheet data. See Note A.
(2)
The income tax benefit in fiscal 2012 reflects a $753.2 million reduction of our deferred tax asset valuation allowance during the year.
(3)
Notes payable includes both homebuilding notes payable and amounts outstanding on our mortgage repurchase facility.


25


ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operations — Fiscal Year 2016 Overview

During fiscal 2016, demand for new homes continued to reflect the stable to moderately improved trends we have seen across most of our operating markets over the past year. We continue to see varying levels of strength in new home demand and home prices across our markets, with demand in each market generally reflecting the relative strength of each market’s economy, as measured by job growth, household incomes, household formations and consumer confidence.

Our position as the largest and most geographically diverse homebuilder in the United States provides a strong platform for us to compete for new home sales. In recent years, we have focused on expanding our product offerings to more consistently include a broad range of homes for entry-level, move-up and luxury buyers across most of our markets. Our affordable entry-level homes have experienced very strong demand from homebuyers, as the entry-level segment of the new home market remains under-served, with low inventory levels relative to demand. In the fourth quarter of fiscal 2016, we began introducing affordable homes for the active adult buyer seeking a low-maintenance lifestyle in an age-restricted or age-targeted community. We plan to continue to expand our product offerings across more of our operating markets during fiscal 2017.

In fiscal 2016, the number and value of our net sales orders increased 9% and 12%, respectively, compared to the prior year, and the number of homes closed and home sales revenues increased 10% and 13%, respectively. Our pre-tax income was $1.4 billion in fiscal 2016, compared to $1.1 billion and $814.2 million in fiscal 2015 and 2014, respectively. Our pre-tax operating margin was 11.1% in fiscal 2016, compared to 10.4% and 10.1% in fiscal 2015 and 2014, respectively. During fiscal 2016, cash provided by operations was $618.0 million, compared to cash provided by operations of $700.4 million in fiscal 2015 and cash used in operations of $661.4 million in fiscal 2014. In fiscal 2016, our homebuilding return on inventory (ROI) improved to 15.4%, compared to 12.8% in fiscal 2015 and 11.1% in fiscal 2014. Homebuilding ROI is calculated as homebuilding pre-tax income for the year divided by average inventory. Average inventory in the ROI calculation is the sum of ending inventory balances for the trailing five quarters divided by five.

We believe our business is well positioned for the future because of our broad geographic operating base and product offerings, our inventory of finished lots, land and homes, our strong balance sheet and liquidity and our experienced personnel across our operating markets. We are focused on growing our profitability, generating positive annual cash flows from operations and managing our product offerings, pricing, sales pace, and inventory levels to optimize the return on our inventory investments.

We believe that housing demand in our individual operating markets is tied closely to each market’s economy; therefore, we expect that housing market conditions will vary across our markets. If the U.S. economy continues to improve, we would expect to see slow to moderate growth in housing demand, concentrated in markets where job growth is occurring. The pace and sustainability of new home demand and our future results could be negatively affected by weakening economic conditions, decreases in the level of employment and housing demand, decreased home affordability, significant increases in mortgage interest rates or tightening of mortgage lending standards.


26



Strategy

Our operating strategy is focused on leveraging our financial and competitive position to increase the returns on our inventory investments while generating strong profitability and cash flows. This strategy includes the following initiatives:
Maintaining a strong cash balance and overall liquidity position and controlling our level of debt.
Allocating and actively managing our inventory investments across our operating markets to diversify our geographic risk and optimize returns.
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 sales incentives as necessary in each of our markets to meet consumer demand, align with finished lot supply and construction activity and optimize returns on inventory investments and cash flows.
Increasing the amount of land and finished lots controlled through option purchase contracts to mitigate the risk of land ownership.
Investing in land and land development and pursuing opportunistic acquisitions of homebuilding companies in desirable markets, while controlling the level of land and lots we own in each of our markets relative to the local new home demand.
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.
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.

We expect our operating strategy will allow us to maintain a strong balance sheet and liquidity position while continuing to increase our revenues and profitability. Our operating strategy has produced positive results in recent years. However, we cannot provide any assurances that the initiatives listed above will continue to be successful, and we may need to adjust components of our strategy to meet future market conditions.


27


Key Results

Key financial results as of and for our fiscal year ended September 30, 2016, as compared to fiscal 2015, were as follows:

Homebuilding:
Homebuilding revenues increased 12% to $11.9 billion.
Homes closed increased 10% to 40,309 homes, and the average closing price of those homes increased 2% to $292,300.
Net sales orders increased 9% to 40,814 homes, and the value of net sales orders increased 12% to $12.0 billion.
Sales order backlog increased 8% to 11,475 homes, and the value of sales order backlog increased 9% to $3.4 billion.
Home sales gross margins increased 40 basis points to 20.2%.
Inventory and land option charges were $31.4 million, compared to $60.3 million.
Homebuilding SG&A expenses as a percentage of homebuilding revenues decreased by 20 basis points to 9.3%.
Homebuilding pre-tax income increased 24% to $1.3 billion, compared to $1.0 billion.
Homebuilding pre-tax income as a percentage of homebuilding revenues was 10.7%, compared to 9.6%.
Homebuilding cash and cash equivalents totaled $1.3 billion, compared to $1.4 billion.
Homebuilding inventories totaled $8.3 billion, compared to $7.8 billion.
Homes in inventory totaled 23,100, compared to 19,800.
Owned and controlled lots totaled 204,500, compared to 173,900.
Homebuilding debt was $2.8 billion, down from $3.3 billion.
Homebuilding debt to total capital was 29.2%, improving from 36.1%.

Financial Services and Other:
Financial services and other revenues increased 12% to $295.6 million.
Financial services and other pre-tax income was $89.1 million, compared to $105.1 million.

Consolidated Results:
Consolidated pre-tax income increased 20% to $1.4 billion, compared to $1.1 billion.
Consolidated pre-tax income as a percentage of consolidated revenues was 11.1%, compared to 10.4%.
Net income increased 18% to $886.3 million, compared to $750.7 million.
Diluted earnings per share increased 16% to $2.36, compared to $2.03.
Total equity was $6.8 billion, compared to $5.9 billion.
Book value per common share increased 14% to $18.21, compared to $15.99.
Return on inventory improved 260 basis points to 15.4%.
Net cash provided by operations was $618.0 million, compared to $700.4 million.


28


Results of Operations — Homebuilding

Our operating segments are our 39 homebuilding operating divisions, which we aggregate into six reporting segments. These reporting segments, which we also refer to as reporting regions, have homebuilding operations located in the following states:
 
East:
 
Delaware, Georgia (Savannah only), Maryland, New Jersey, North Carolina, Pennsylvania, South Carolina and Virginia
 
Midwest:
 
Colorado, Illinois and Minnesota
 
Southeast:
 
Alabama, Florida, Georgia, Mississippi and Tennessee
 
South Central:
 
Louisiana, Oklahoma and Texas
 
Southwest:
 
Arizona and New Mexico
 
West:
 
California, Hawaii, Nevada, Oregon, Utah and Washington

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 fiscal years ended September 30, 2016, 2015 and 2014. As described in Note A, the prior year amounts presented throughout this discussion reflect certain reclassifications made to conform to the classifications used in the current year.
Net Sales Orders (1)
 
Net Homes Sold
 
Fiscal Year Ended September 30,
 
% Change
 
 
2016
 
2015
 
2014
 
2016 vs 2015
 
2015 vs 2014
East
 
4,944

 
4,859

 
3,867

 
2
 %
 
26
 %
Midwest
 
1,766

 
1,696

 
1,413

 
4
 %
 
20
 %
Southeast
 
13,616

 
11,703

 
8,529

 
16
 %
 
37
 %
South Central
 
12,433

 
11,753

 
9,707

 
6
 %
 
21
 %
Southwest
 
1,761

 
1,645

 
1,298

 
7
 %
 
27
 %
West
 
6,294

 
5,724

 
4,895

 
10
 %
 
17
 %
 
 
40,814

 
37,380

 
29,709

 
9
 %
 
26
 %
 
 
Value (In millions)
East
 
$
1,388.5

 
$
1,319.8

 
$
1,074.2

 
5
 %
 
23
 %
Midwest
 
669.2

 
641.0

 
514.9

 
4
 %
 
24
 %
Southeast
 
3,547.3

 
3,053.4

 
2,164.4

 
16
 %
 
41
 %
South Central
 
3,045.4

 
2,849.7

 
2,144.5

 
7
 %
 
33
 %
Southwest
 
409.0

 
364.1

 
285.2

 
12
 %
 
28
 %
West
 
2,940.8

 
2,510.7

 
2,125.4

 
17
 %
 
18
 %
 
 
$
12,000.2

 
$
10,738.7

 
$
8,308.6

 
12
 %
 
29
 %
 
 
Average Selling Price
East
 
$
280,800

 
$
271,600

 
$
277,800

 
3
 %
 
(2
)%
Midwest
 
378,900

 
377,900

 
364,400

 
 %
 
4
 %
Southeast
 
260,500

 
260,900

 
253,800

 
 %
 
3
 %
South Central
 
244,900

 
242,500

 
220,900

 
1
 %
 
10
 %
Southwest
 
232,300

 
221,300

 
219,700

 
5
 %
 
1
 %
West
 
467,200

 
438,600

 
434,200

 
7
 %
 
1
 %
 
 
$
294,000

 
$
287,300

 
$
279,700

 
2
 %
 
3
 %
_____________
(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.


29



 
 
Sales Order Cancellations
 
 
Fiscal Year Ended September 30,
 
 
Cancelled Sales Orders
 
Value (In millions)
 
Cancellation Rate (1)
 
 
2016
 
2015
 
2014
 
2016
 
2015
 
2014
 
2016
 
2015
 
2014
East
 
1,582
 
1,536
 
1,106
 
$
425.4

 
$
416.7

 
$
288.2

 
24
%
 
24
%
 
22
%
Midwest
 
241
 
296
 
271
 
91.6

 
115.2

 
97.0

 
12
%
 
15
%
 
16
%
Southeast
 
4,413
 
3,663
 
2,955
 
1,105.9

 
899.2

 
701.2

 
24
%
 
24
%
 
26
%
South Central
 
3,795
 
3,833
 
3,136
 
942.5

 
913.2

 
686.8

 
23
%
 
25
%
 
24
%
Southwest
 
745
 
572
 
517
 
160.4

 
123.0

 
104.6

 
30
%
 
26
%
 
28
%
West
 
1,119
 
1,151
 
1,072
 
544.7

 
515.7

 
471.5

 
15
%
 
17
%
 
18
%
 
 
11,895
 
11,051
 
9,057
 
$
3,270.5

 
$
2,983.0

 
$
2,349.3

 
23
%
 
23
%
 
23
%
_____________
(1)
Cancellation rate represents the number of cancelled sales orders divided by gross sales orders.


Net Sales Orders

2016 versus 2015

The value of net sales orders increased 12% to $12.0 billion (40,814 homes) in 2016 from $10.7 billion (37,380 homes) in 2015, with increases in all of our regions. The increases in the value of sales orders were primarily due to increases in volume and to a lesser extent, increases in selling prices in most regions.

The number of net sales orders increased 9%, and the average price of net sales orders increased 2% to $294,000 during 2016 compared to 2015. Our Florida markets contributed most to the higher volume in our Southeast region and our Las Vegas market contributed most to the higher volume in our West region. The volume increases in our other regions reflect continued stable to moderately improved market conditions in these markets. We believe our business is well positioned to continue to generate increased sales volume; however, our future sales volumes will depend on the economic strength of each of our operating markets and our ability to successfully implement our operating strategies in each market.

2015 versus 2014

The value of net sales orders increased 29% to $10.7 billion (37,380 homes) in 2015 from $8.3 billion (29,709 homes) in 2014, with increases in all of our regions. The increases in sales order value were primarily due to increases in volume as we expanded our operations and increased our market share in many of our markets. To a lesser extent, an increase in selling prices in our South Central region also contributed to the increase in sales order value.

The number of net sales orders increased 26%, and the average price of our net sales orders increased 3% to $287,300 during 2015 compared to 2014. The increases in our East and Southeast regions reflect the positive impact of our May 2014 acquisition of the homebuilding operations of Crown Communities. Crown Communities added 527 net sales orders to the East region’s results in 2015, compared to 236 net sales orders in 2014, and added 1,359 net sales orders to the Southeast region’s results in 2015, compared to 508 net sales orders in 2014.


30



Sales Order Backlog
 
Homes in Backlog
 
As of September 30,
 
% Change
 
 
2016
 
2015
 
2014
 
2016 vs 2015
 
2015 vs 2014
East
 
1,301

 
1,430

 
1,451

 
(9
)%
 
(1
)%
Midwest
 
470

 
412

 
527

 
14
 %
 
(22
)%
Southeast
 
4,053

 
3,511

 
2,901

 
15
 %
 
21
 %
South Central
 
3,840

 
3,656

 
3,358

 
5
 %
 
9
 %
Southwest
 
655

 
571

 
425

 
15
 %
 
34
 %
West
 
1,156

 
1,082

 
1,226

 
7
 %
 
(12
)%
 
 
11,475

 
10,662

 
9,888

 
8
 %
 
8
 %
 
 
Value (In millions)
East
 
$
383.0

 
$
413.0

 
$
416.7

 
(7
)%
 
(1
)%
Midwest
 
184.0

 
166.4

 
191.3

 
11
 %
 
(13
)%
Southeast
 
1,121.7

 
977.9

 
790.7

 
15
 %
 
24
 %
South Central
 
1,018.1

 
951.3

 
791.7

 
7
 %
 
20
 %
Southwest
 
150.7

 
124.0

 
96.0

 
22
 %
 
29
 %
West
 
580.5

 
514.2

 
572.4

 
13
 %
 
(10
)%
 
 
$
3,438.0

 
$
3,146.8

 
$
2,858.8

 
9
 %
 
10
 %
 
 
Average Selling Price
East
 
$
294,400

 
$
288,800

 
$
287,200

 
2
 %
 
1
 %
Midwest
 
391,500

 
403,900

 
363,000

 
(3
)%
 
11
 %
Southeast
 
276,800

 
278,500

 
272,600

 
(1
)%
 
2
 %
South Central
 
265,100

 
260,200

 
235,800

 
2
 %
 
10
 %
Southwest
 
230,100

 
217,200

 
225,900

 
6
 %
 
(4
)%
West
 
502,200

 
475,200

 
466,900

 
6
 %
 
2
 %
 
 
$
299,600

 
$
295,100

 
$
289,100

 
2
 %
 
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.

















31



Home Closings and Revenue
 
Homes Closed
 
Fiscal Year Ended September 30,
 
% Change
 
 
2016
 
2015
 
2014
 
2016 vs 2015
 
2015 vs 2014
East
 
5,126

 
4,880

 
3,537

 
5
 %
 
38
%
Midwest
 
1,708

 
1,811

 
1,342

 
(6
)%
 
35
%
Southeast
 
13,303

 
11,093

 
8,743

 
20
 %
 
27
%
South Central
 
12,249

 
11,455

 
9,046

 
7
 %
 
27
%
Southwest
 
1,703

 
1,499

 
1,348

 
14
 %
 
11
%
West
 
6,220

 
5,910

 
4,654

 
5
 %
 
27
%
 
 
40,309

 
36,648

 
28,670

 
10
 %
 
28
%
 
 
Home Sales Revenue (In millions)
East
 
$
1,431.0

 
$
1,323.5

 
$
948.0

 
8
 %
 
40
%
Midwest
 
651.7

 
665.9

 
483.0

 
(2
)%
 
38
%
Southeast
 
3,459.3

 
2,866.2

 
2,158.0

 
21
 %
 
33
%
South Central
 
2,978.5

 
2,690.1

 
1,948.6

 
11
 %
 
38
%
Southwest
 
388.1

 
336.1

 
285.2

 
15
 %
 
18
%
West
 
2,874.5

 
2,587.6

 
1,981.9

 
11
 %
 
31
%
 
 
$
11,783.1

 
$
10,469.4

 
$
7,804.7

 
13
 %
 
34
%
 
 
Average Selling Price
East
 
$
279,200

 
$
271,200

 
$
268,000

 
3
 %
 
1
%
Midwest
 
381,600

 
367,700

 
359,900

 
4
 %
 
2
%
Southeast
 
260,000

 
258,400

 
246,800

 
1
 %
 
5
%
South Central
 
243,200

 
234,800

 
215,400

 
4
 %
 
9
%
Southwest
 
227,900

 
224,200

 
211,600

 
2
 %
 
6
%
West
 
462,100

 
437,800

 
425,800

 
6
 %
 
3
%
 
 
$
292,300

 
$
285,700

 
$
272,200

 
2
 %
 
5
%


2016 versus 2015

Revenues from home sales increased 13% to $11.8 billion (40,309 homes closed) in 2016 from $10.5 billion (36,648 homes closed) in 2015. The overall increase in home sales revenues reflects the continued stable to moderately improved market conditions in most of our markets.

The number of homes closed in fiscal 2016 increased 10% from 2015 due to increases in most of our regions. Our Florida markets contributed most to the higher volume in our Southeast region and our Phoenix market contributed most to the higher volume in our Southwest region. The decrease in homes closed in our Midwest region was primarily due to lower volume in our Chicago and Denver markets.

2015 versus 2014

Revenues from home sales increased 34% to $10.5 billion (36,648 homes closed) in 2015 from $7.8 billion (28,670 homes closed) in 2014. During fiscal 2015, home sales revenues increased in all of our regions as we expanded our operations and increased our market share in many of our markets.



32



The number of homes closed increased 28%, and the average selling price of those homes increased 5% to $285,700 during 2015 compared to 2014. The increases in our East and Southeast regions reflect the positive impact of our May 2014 acquisition of the homebuilding operations of Crown Communities. Crown Communities added 585 closings to the East region’s results in 2015, compared to 213 closings in 2014, and added 1,292 closings to the Southeast region’s results in 2015, compared to 508 closings in 2014. Excluding the impact of Crown Communities, the increase in homes closed in our East region was primarily due to increases in our Carolina markets, and in our Southeast region was primarily due to increases in our Florida markets. The increase in our Midwest region was due to increases in our Chicago and Denver markets. In our South Central region, the highest percentage increases in homes closed occurred in our Houston, Austin and Fort Worth markets. Our Phoenix market contributed the most to the increase in our Southwest region. The increase in our West region was primarily due to increases in most of our California markets.


Homebuilding Operating Margin Analysis
 
 
Percentages of Related Revenues
 
 
Fiscal Year Ended September 30,
 
 
2016
 
2015
 
2014
Gross profit — Home sales
 
20.2
 %
 
19.8
 %
 
21.3
 %
Gross profit — Land/lot sales and other
 
13.3
 %
 
8.7
 %
 
17.7
 %
Inventory and land option charges
 
(0.3
)%
 
(0.6
)%
 
(1.1
)%
Gross profit — Total homebuilding
 
19.9
 %
 
19.2
 %
 
20.2
 %
Selling, general and administrative expense (1)
 
9.3
 %
 
9.5
 %
 
10.5
 %
Goodwill impairment
 
0.1
 %
 
0.1
 %
 
 %
Other (income) expense (1)
 
(0.1
)%
 
(0.1
)%
 
(0.1
)%
Homebuilding pre-tax income
 
10.7
 %
 
9.6
 %
 
9.8
 %
_____________
(1)
Prior period percentages for selling, general and administrative expense and other (income) expense reflect certain reclassifications made to the prior year financial statements to conform to the classifications used in the current year. See Note A.

Home Sales Gross Profit

2016 versus 2015

Gross profit from home sales increased 15% to $2.4 billion in 2016 from $2.1 billion in 2015 and increased 40 basis points to 20.2% as a percentage of home sales revenues. The 40 basis point increase in the home sales gross profit percentage resulted from improvements of 30 basis points due to the average selling price of our homes closed increasing by more than the average cost and 10 basis points due to a decrease in the amortization of capitalized interest and property taxes as a percentage of home sales revenues.

2015 versus 2014

Gross profit from home sales increased 25% to $2.1 billion in 2015 from $1.7 billion in 2014 and decreased 150 basis points to 19.8% as a percentage of home sales revenues. Approximately 150 basis points of the decrease in the home sales gross profit percentage resulted from the average cost of our homes closed increasing by more than the average selling price. Additionally, our home sales gross margin decreased approximately 20 basis points due to an increase in warranty and construction defect expenses as a percentage of home sales revenues. These decreases were partially offset by a 10 basis point improvement from a decrease in the amortization of capitalized interest and property taxes as a percentage of homes sales revenues and a 10 basis point improvement related to a decrease in the amount of purchase accounting adjustments for recent acquisitions.



33



Our gross profit margins have remained relatively stable since fiscal 2015. Based on current market conditions, we expect continued stability in our gross margins. 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. These actions could cause our gross profit margins to fluctuate in future periods.

Land Sales and Other Revenues

Land sales and other revenues were $78.7 million, $89.6 million and $53.8 million in fiscal 2016, 2015 and 2014, respectively. We continually evaluate our land and lot supply, and fluctuations in revenues and profitability from land sales can 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 September 30, 2016, we had $33.2 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 during fiscal 2016, we reviewed the performance and outlook for all of our land inventories and communities for indicators of potential impairment and performed detailed impairment evaluations and analyses when necessary. As of September 30, 2016, we performed detailed impairment evaluations of communities and land inventories with a combined carrying value of $160.9 million and recorded impairment charges of $11.4 million during the fourth quarter to reduce the carrying value of impaired communities and land to their estimated fair value. Total impairment charges during fiscal 2016, 2015 and 2014 were $20.3 million, $44.9 million and $75.2 million, respectively. Impairments in fiscal 2016 and 2015 primarily related to strategic decisions to sell inactive parcels of land, most of which were in our East and Southwest regions during fiscal 2016 and in our East, Southeast and West regions during fiscal 2015. Impairments in fiscal 2014 primarily related to underperforming projects in the Chicago market of our Midwest region and in the suburban Washington, D.C. market of our East region.

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. Also, if housing or economic conditions weaken in specific markets in which we operate, or if conditions weaken in the broader economy or homebuilding industry, we may be required to evaluate additional communities for potential impairment. These evaluations could result in additional impairment charges.

During fiscal 2016, we wrote off $11.1 million of earnest money deposits and pre-acquisition costs related to land option contracts that we expect to terminate. Earnest money and pre-acquisition cost write-offs for fiscal 2015 and 2014 were $15.4 million and $10.0 million, respectively.

Selling, General and Administrative (SG&A) Expense

SG&A expense from homebuilding activities was $1.1 billion, $1.0 billion and $826.9 million in fiscal 2016, 2015 and 2014, respectively, increasing 10% in 2016 and 21% in 2015 from the respective prior years. As a percentage of homebuilding revenues, SG&A expense decreased 20 basis points to 9.3% in 2016 and decreased 100 basis points to 9.5% in 2015 from the respective prior years. This improvement in SG&A expense as a percentage of revenues was achieved primarily through leverage of our fixed overhead costs resulting from the increase in homebuilding revenues.

Employee compensation and related costs were $748.7 million, $679.4 million and $536.0 million in fiscal 2016, 2015 and 2014, respectively. Compensation costs represented 68% of SG&A costs in both fiscal 2016 and 2015 and 65% of SG&A costs in fiscal 2014. These costs increased 10% in 2016 and 27% in 2015 due to increases in the number of employees and equity and incentive compensation as compared to the respective prior years. Our homebuilding operations employed 5,366, 4,888 and 4,525 employees at September 30, 2016, 2015 and 2014, respectively.




34



We attempt to control our 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 decreased 10% to $152.3 million in fiscal 2016 compared to 2015 due to a 9% decrease in our average debt. Interest incurred decreased 9% to $169.2 million in fiscal 2015 compared to 2014, while our average debt increased 6%. The decrease in interest incurred in fiscal 2015 was due to a decrease in the average interest rate of our debt as compared to fiscal 2014. Interest charged to cost of sales was 1.8%, 1.9% and 2.0% of total cost of sales (excluding inventory and land option charges) in fiscal 2016, 2015 and 2014, respectively.

Other Income

Other income, net of other expenses, included in our homebuilding operations was $12.7 million, $7.8 million and $5.5 million in fiscal 2016, 2015 and 2014, respectively. Other income in fiscal 2016 includes a $4.5 million gain from the sale of an investment in debt securities.

Goodwill Impairment

We performed our annual goodwill impairment evaluation in the fourth quarters of fiscal 2016 and 2015. As a result of these evaluations, impairment charges of $7.2 million and $9.8 million were recorded in fiscal 2016 and 2015, respectively, to reduce the goodwill in the Huntsville operating segment in our Southeast reporting region. This operating segment has experienced lower levels of profitability than anticipated primarily due to difficult market conditions. See Note A.

Business Acquisitions

In May 2014, we acquired the homebuilding operations of Crown Communities for $209.6 million in cash. Crown Communities operated in Georgia, South Carolina and eastern Alabama. The assets acquired included approximately 640 homes in inventory, 2,350 lots and control of approximately 3,400 additional lots through option contracts. We also acquired a sales order backlog of 431 homes valued at $113.6 million.

In April 2015, we acquired the homebuilding operations of Pacific Ridge Homes for $70.9 million in cash. Pacific Ridge Homes operates in Seattle, Washington. The assets acquired included approximately 90 homes in inventory, 350 lots and control of approximately 400 additional lots through option contracts. We also acquired a sales order backlog of 42 homes valued at $18.7 million.

In September 2016, we acquired the homebuilding operations of Wilson Parker Homes for $91.9 million in cash, inclusive of a holdback payment and an estimated post-closing adjustment. Wilson Parker Homes operates in Atlanta and Augusta, Georgia; Raleigh, North Carolina; Columbia, South Carolina and Phoenix, Arizona. The assets acquired included approximately 380 homes in inventory, 490 lots and control of approximately 1,850 additional lots through option contracts. We also acquired a sales order backlog of 308 homes valued at $74.1 million.


35



Homebuilding Results by Reporting Region
 
 
Fiscal Year Ended September 30,
 
 
Homebuilding Revenues
 
Homebuilding Pre-tax Income (1)
 
Pre-tax Income as a Percentage of Homebuilding Revenues
 
 
2016
 
2015
 
2014
 
2016
 
2015
 
2014
 
2016
 
2015
 
2014
East
 
$
1,446.5

 
$
1,333.6

 
$
954.7

 
$
138.7

 
$
94.2

 
$
45.2

 
9.6
%
 
7.1
%
 
4.7
 %
Midwest
 
651.7

 
666.1

 
483.5

 
44.3

 
49.8

 
(9.6
)
 
6.8
%
 
7.5
%
 
(2.0
)%
Southeast
 
3,463.5

 
2,890.6

 
2,167.0

 
388.4

 
278.7

 
217.9

 
11.2
%
 
9.6
%
 
10.1
 %
South Central
 
2,995.1

 
2,725.2

 
1,971.2

 
374.8

 
296.6

 
207.9

 
12.5
%
 
10.9
%
 
10.5
 %
Southwest
 
388.1

 
336.1

 
285.2

 
7.3

 
13.1

 
25.5

 
1.9
%
 
3.9
%
 
8.9
 %
West
 
2,916.9

 
2,607.4

 
1,996.9

 
310.9

 
285.9

 
281.6

 
10.7
%
 
11.0
%
 
14.1
 %
 
 
$
11,861.8

 
$
10,559.0

 
$
7,858.5

 
$
1,264.4

 
$
1,018.3

 
$
768.5

 
10.7
%
 
9.6
%
 
9.8
 %
_____________
(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.

2016 versus 2015

East Region — Homebuilding revenues increased 8% in fiscal 2016 compared to fiscal 2015, primarily due to an increase in the number of homes closed in our Carolina markets, as well as an increase in the average selling price of those homes. The region generated pre-tax income of $138.7 million in 2016, compared to $94.2 million in 2015. Pre-tax income was reduced by inventory impairment charges of $12.3 million and $14.3 million in 2016 and 2015, respectively, primarily in our New Jersey market. Gross profit from home sales as a percentage of home sales revenue (home sales gross profit percentage) increased 150 basis points in 2016 compared to 2015, largely due to the average selling price increasing by more than the average cost of homes closed in the region. As a percentage of homebuilding revenues, SG&A expenses decreased by 100 basis points in 2016 compared to 2015.

Midwest Region — Homebuilding revenues decreased 2% in fiscal 2016 compared to fiscal 2015, primarily due to a decrease in homes closed in our Chicago and Denver markets, partially offset by an increase in the average selling price of those homes. The region generated pre-tax income of $44.3 million in 2016, compared to $49.8 million in 2015. Home sales gross profit percentage decreased 70 basis points in 2016 compared to 2015, largely due to the average cost of homes closed in the region increasing by more than the average selling price. As a percentage of homebuilding revenues, SG&A expenses decreased by 10 basis points in 2016 compared to 2015.

Southeast Region — Homebuilding revenues increased 20% in fiscal 2016 compared to fiscal 2015, primarily due to an increase in the number of homes closed in our Florida markets. The region generated pre-tax income of $388.4 million in 2016, compared to $278.7 million in 2015, primarily as a result of the increase in revenues. Home sales gross profit percentage increased 50 basis points in 2016 compared to 2015. As a percentage of homebuilding revenues, SG&A expenses decreased by 50 basis points in 2016 compared to 2015.



36



South Central Region — Homebuilding revenues increased 10% in fiscal 2016 compared to fiscal 2015, primarily due to an increase in the number and average selling price of homes closed in our Dallas and Fort Worth markets. The region generated pre-tax income of $374.8 million in 2016, compared to $296.6 million in 2015, primarily as a result of the increase in revenues. Home sales gross profit percentage increased 140 basis points in 2016 compared to 2015, largely due to the average selling price increasing by more than the average cost of homes closed in the region. As a percentage of homebuilding revenues, SG&A expenses increased by 10 basis points in 2016 compared to 2015.

Southwest Region — Homebuilding revenues increased 15% in fiscal 2016 compared to fiscal 2015, primarily due to an increase in the number of homes closed in our Phoenix market. The region generated pre-tax income of $7.3 million in 2016, compared to $13.1 million in 2015. In 2016, pre-tax income was reduced by inventory impairment charges of $6.0 million in our Phoenix market. Home sales gross profit percentage decreased 80 basis points in 2016 compared to 2015, largely due to the average cost of homes closed in the region increasing by more than the average selling price. As a percentage of homebuilding revenues, SG&A expenses decreased by 20 basis points in 2016 compared to 2015.

West Region — Homebuilding revenues increased 12% in fiscal 2016 compared to fiscal 2015, due to an increase in the number and average selling price of homes closed in our southern California, Portland and Las Vegas markets. The region generated pre-tax income of $310.9 million in 2016, compared to $285.9 million in 2015. Pre-tax income was reduced by inventory impairment charges of $0.3 million in 2016 and $20.4 million in 2015. The 2015 impairment charges primarily related to strategic decisions to sell land. Home sales gross profit percentage decreased 110 basis points in 2016 compared to 2015, largely due to the average cost of homes closed in the region increasing by more than the average selling price. As a percentage of homebuilding revenues, SG&A expenses increased by 10 basis points in 2016 compared to 2015.

2015 versus 2014

East Region — Homebuilding revenues increased 40% in fiscal 2015 compared to fiscal 2014, primarily due to an increase in the number of homes closed. The volume of home closings in our Greenville and Columbia, South Carolina markets benefited from our acquisition of Crown Communities in May 2014, which added 585 closings to the region’s 2015 results, compared to 213 closings in 2014. The region generated pre-tax income of $94.2 million in 2015, compared to $45.2 million in 2014. Pre-tax income was reduced by inventory impairment charges of $14.3 million in 2015, primarily in our New Jersey market, and $17.7 million in 2014, primarily in our suburban Washington, D.C. market. Home sales gross profit percentage increased 20 basis points in 2015 compared to 2014, due to an 80 basis point improvement from a decrease in the amount of purchase accounting adjustments related to the acquisitions of Crown Communities and Regent Homes, which was partially offset by the average cost of homes closed in the region increasing by more than the average selling price. As a percentage of homebuilding revenues, SG&A expenses decreased by 130 basis points in 2015.

Midwest Region — Homebuilding revenues increased 38% in fiscal 2015 compared to fiscal 2014, primarily due to an increase in the number of homes closed in our Chicago and Denver markets. The region generated pre-tax income of $49.8 million in 2015, compared to a pre-tax loss of $9.6 million in 2014. Inventory impairments of $49.3 million, primarily in our Chicago market, contributed to the loss in 2014. Home sales gross profit percentage decreased 290 basis points in 2015 compared to 2014, largely due to the average cost of homes closed in the region increasing by more than the average selling price. As a percentage of homebuilding revenues, SG&A expenses decreased by 210 basis points in 2015 compared to 2014.



37



Southeast Region — Homebuilding revenues increased 33% in fiscal 2015 compared to fiscal 2014, due to an increase in the number of homes closed and an increase in average selling prices in many of the region’s markets. The region benefited, particularly in our Atlanta and Augusta markets, from our acquisition of Crown Communities in May 2014, which added 1,292 closings to the region’s 2015 results, compared to 508 closings in 2014. Excluding the impact of Crown Communities, the increase in home closings was primarily due to increases in our Florida markets. The region generated pre-tax income of $278.7 million in 2015, compared to $217.9 million in 2014, primarily as a result of the increase in revenues. Home sales gross profit percentage decreased 60 basis points in 2015 compared to 2014, largely due to the average cost of homes closed in the region increasing by more than the average selling price, which was partially offset by a decrease in the amount of purchase accounting adjustments related to the Crown Communities acquisition. As a percentage of homebuilding revenues, SG&A expenses decreased by 80 basis points in 2015 compared to 2014.

South Central Region — Homebuilding revenues increased 38% in fiscal 2015 compared to fiscal 2014, due to an increase in the number of homes closed and an increase in average selling prices in many of the region’s markets. The increase in home closings in our Houston, Austin and Fort Worth markets contributed most to the overall increase in homebuilding revenues in the region. The region generated pre-tax income of $296.6 million in 2015, compared to $207.9 million in 2014, primarily as a result of the increase in revenues. Home sales gross profit percentage decreased 30 basis points in 2015 compared to 2014, largely due to the average cost of homes closed in the region increasing by more than the average selling price. As a percentage of homebuilding revenues, SG&A expenses decreased by 100 basis points in 2015 compared to 2014.

Southwest Region — Homebuilding revenues increased 18% in fiscal 2015 compared to fiscal 2014, due to an increase in the number of homes closed and an increase in average selling prices in all of the region’s markets. The increase in home closings in our Phoenix market contributed most to the overall increase in homebuilding revenues in the region. The region generated pre-tax income of $13.1 million in 2015, compared to $25.5 million in 2014. Home sales gross profit percentage decreased 640 basis points in 2015 compared to 2014. The decrease in home sales gross profit percentage in 2015 was due to the average cost of homes closed in the region increasing by more than the average selling price, and to a lesser extent, the resolution of construction defect claims, most of which related to our Albuquerque market. Additionally, home sales gross profit percentage in 2014 benefited from a reimbursement of development costs of approximately $7.2 million received as part of a settlement during the year, which related to a community that was completed in a prior year. As a percentage of homebuilding revenues, SG&A expenses decreased by 130 basis points in 2015 compared to 2014.

West Region — Homebuilding revenues increased 31% in fiscal 2015 compared to fiscal 2014, primarily due to an increase in the number of homes closed in most of our California markets. The region generated pre-tax income of $285.9 million in 2015, compared to $281.6 million in 2014. Pre-tax income was reduced by inventory impairment charges of $20.4 million in 2015, primarily related to strategic decisions to sell land in the region, and $5.1 million in 2014. Home sales gross profit percentage decreased 360 basis points in 2015 compared to 2014, largely due to the average cost of homes closed in the region increasing by more than the average selling price. As a percentage of homebuilding revenues, SG&A expenses decreased by 90 basis points in 2015 compared to 2014.


38



Inventories, Land and Lot Position and Homes in Inventory

We routinely enter into land/lot option contracts to purchase land or developed residential lots at predetermined prices on a defined schedule commensurate with planned development or anticipated new home demand. We also purchase undeveloped land that generally is 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 inventories at September 30, 2016 and 2015 are summarized as follows:
 
 
September 30, 2016
 
 
Construction in Progress and
Finished Homes
 
Residential Land/Lots Developed
and Under Development
 
Land Held
for Development
 
Land Held
for Sale
 
Total Inventory
 
 
(In millions)
East
 
$
448.9

 
$
415.4

 
$
26.8

 
$

 
$
891.1

Midwest
 
239.3

 
189.5

 
11.9

 
0.5

 
441.2

Southeast
 
1,149.8

 
870.1

 
44.8

 
5.6

 
2,070.3

South Central
 
1,009.6

 
1,032.0

 
14.6

 
19.4

 
2,075.6

Southwest
 
163.8

 
189.6

 
14.1

 
3.6

 
371.1

West
 
906.6