Obligation D.R. Horton & Co. 2.5% ( US23331ABM09 ) en USD

D.R. Horton & Co.

99.811 % ▲

Etas-Unis

US23331ABM09 ( en USD )

2.5% par an ( paiement semestriel )

14/10/2024 - Obligation échue

Prospectus brochure de l'obligation D.R.Horton Inc US23331ABM09 en USD 2.5%, échue

2 000 USD

500 000 000 USD

23331ABM0

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

D.R. Horton, Inc. est un constructeur de maisons aux États-Unis, étant le plus grand constructeur de maisons neuves par nombre de maisons construites en 2022.

L'Obligation émise par D.R. Horton & Co. ( Etas-Unis ) , en USD, avec le code ISIN US23331ABM09, paye un coupon de 2.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/10/2024

L'Obligation émise par D.R. Horton & Co. ( Etas-Unis ) , en USD, avec le code ISIN US23331ABM09, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par D.R. Horton & Co. ( Etas-Unis ) , en USD, avec le code ISIN US23331ABM09, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-226644
CALCULATION OF REGISTRATION FEE

Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit

Offering Price

Registration Fee(1)
2.500% Senior Notes due 2024

$500,000,000

99.939%

$499,695,000

$64,860.41
Guarantees of 2024 Senior Notes

--

--

--

--(2)
Total

$64,860.41

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2)
Pursuant to Rule 457(n), no registration fee is payable with respect to the guarantees.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated August 7, 2018)

$500,000,000

D.R. Horton, Inc.
2.500% Senior Notes due 2024

The Company
We are the largest homebuilding company in the United States as measured by number of homes closed. We construct and sell homes through our operating divisions in 87 markets
in 29 states, primarily under the names of D.R. Horton, America's Builder, Emerald Homes, Express Homes and Freedom Homes. We are offering $500,000,000 aggregate principal
amount of our 2.500% senior notes due 2024 (the "notes").
The Notes
The notes will mature on October 15, 2024. The notes will pay interest semi-annually in cash in arrears on April 15 and October 15 of each year, beginning on April 15, 2020. The
notes will accrue interest at the rate of 2.500% per annum.
On the closing date of this offering, the notes will be guaranteed by substantially all of our homebuilding subsidiaries. The notes and the respective guarantees will be senior
unsecured obligations. The notes will rank equally in right of payment with all of our existing senior indebtedness, including our existing homebuilding senior notes and our
homebuilding revolving credit facility, and senior to any future indebtedness that is expressly subordinated in right of payment to the notes. The guarantees will rank equally with
all existing and future unsecured and unsubordinated indebtedness of the guarantors, including their guarantees of our existing homebuilding senior notes and our homebuilding
revolving credit facility.
We may redeem some or all of the notes at any time or from time to time at the redemption prices described in this prospectus supplement. See "Description of Notes--Optional
Redemption." In addition, upon the occurrence of both a Change of Control and a Ratings Downgrade Event (each as defined in "Description of Notes"), subject to certain
exceptions, we will make an offer to each holder to purchase all or any part of that holder's notes at a purchase price equal to 101% of the aggregate principal amount of such
notes, plus accrued and unpaid interest to the date of purchase. See "Description of Notes--Certain Covenants--Repurchase of Notes upon Change of Control Triggering Event."
Use of Proceeds
We intend to use the net proceeds of this offering for general corporate purposes, which may include the redemption or repurchase prior to maturity of our 4.000% senior notes due
February 15, 2020 (the "2020 Notes").

Investing in the notes involves risks. See "Risk Factors" beginning on page S-8 of this prospectus supplement.

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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per Note
Total

Public offering price(1)

99.939%
$499,695,000
Underwriting discount

0.500%
$
2,500,000
Proceeds, before expenses, to D.R. Horton, Inc.(1)

99.439%
$497,195,000

(1)
Plus accrued interest, if any, from October 10, 2019.

The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Euroclear Bank
S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about October 10, 2019.

Joint Book-Running Managers

J.P. Morgan

Mizuho Securities

Wells Fargo Securities

Citigroup

US Bancorp
Co-Managers

BofA Merrill
BB&T Capital
PNC Capital
SunTrust Robinson
TD Securities
Lynch

Markets

Markets LLC

Humphrey

BNP PARIBAS
Citizens Capital
Comerica
Ramirez & Co.,
Regions
TCB Capital

Markets

Securities

Inc.

Securities LLC

Markets

The date of this prospectus supplement is October 7, 2019.
Table of Contents
We have not, and the underwriters have not, authorized anyone to provide you with any information or to make any representation that is
different from, or in addition to, the information contained in this prospectus supplement and the accompanying prospectus, any documents
incorporated by reference in this prospectus supplement or the accompanying prospectus and any free writing prospectus. We and the
underwriters take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you or
representations that others may make. You should not assume that the information contained in this prospectus supplement or the accompanying
prospectus, or the information contained in any document incorporated by reference in this prospectus supplement or the accompanying
prospectus, is accurate as of any date other than the date of each such document, unless the information specifically indicates that another date
applies. Our business, financial condition, results of operations and prospects may have changed since those respective dates.
TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement
S-iii
Incorporation by Reference
S-iv
Forward-Looking Statements
S-v
Summary
S-1
Risk Factors
S-8
Use of Proceeds
S-23
Capitalization
S-24
Description of Notes
S-26
Description of Other Indebtedness
S-47
Certain United States Federal Income Tax Consequences
S-50
Underwriting
S-55
Legal Matters
S-59
Experts
S-59
Prospectus dated August 7, 2018

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Page
Forward-Looking Statements

ii
Risk Factors

1
The Company

1
Securities We May Offer

2
Use of Proceeds

3
Ratio of Earnings to Fixed Charges

3
Description of Debt Securities

4
Description of Common Stock, Preferred Stock and Depositary Shares

10
Description of Warrants

14
Description of Stock Purchase Contracts and Stock Purchase Units

15
Description of Units

16
Plan of Distribution

17
Legal Matters

19
Experts

19
Where You Can Find More Information

20
Incorporation of Certain Documents by Reference

20

S-i
Table of Contents
The distribution of this prospectus supplement and the accompanying prospectus may be restricted by law in certain jurisdictions. You should inform
yourself about and observe any of these restrictions. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used
in connection with, an offer or solicitation by anyone in any jurisdiction in which the offer or solicitation is not authorized, or in which the person making
the offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make the offer or solicitation.

S-ii
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the notes. The second part
is the accompanying prospectus, which gives more general information, some of which may not apply to this offering. If the information about the offering
of the notes varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.
For information about the notes, see "Description of Notes" in this prospectus supplement. When we refer to this "document," we mean this prospectus
supplement and the accompanying prospectus, unless the context otherwise requires.
Before you invest in the notes, you should read the registration statement of which this document forms a part and this document, including the documents
incorporated by reference herein that are described under the heading "Incorporation by Reference." Any statement made in this prospectus supplement or
the accompanying prospectus or in a document incorporated or deemed to be incorporated by reference therein will be deemed to be modified or
superseded for purposes of this prospectus supplement or the accompanying prospectus to the extent that a statement contained in this prospectus
supplement or the accompanying prospectus or in any other subsequently filed document that is also incorporated by reference into this prospectus
supplement or the accompanying prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as
so modified or superseded, to constitute a part of this prospectus supplement or the accompanying prospectus.

S-iii
Table of Contents
INCORPORATION BY REFERENCE
The Securities and Exchange Commission (the "SEC") allows us to "incorporate by reference" information into this prospectus supplement and the
accompanying prospectus. This means that we can disclose important information to you by referring you to another document filed separately with the
SEC. The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus, except for any
information that is superseded by information that is included directly in this or another document.
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This prospectus supplement and the accompanying prospectus incorporate by reference the documents listed below that we have filed with the SEC but
have not been included or delivered with this document. These documents contain important information about us and our business, prospects and financial
condition.

Filing
Period or Date Filed
· ?Annual Report on Form 10-K (including the sections incorporated by
reference therein from our definitive proxy statement on Schedule 14A
filed with the Commission on December 14, 2018)
Year ended September 30, 2018
· ?Quarterly Reports on Form 10-Q
Quarter ended December 31, 2018
Quarter ended March 31, 2019
Quarter ended June 30, 2019
· ?Current Reports on Form 8-K
November 9, 2018
December 13, 2018
January 23, 2019
February 22, 2019
June 26, 2019
October 4, 2019
We also incorporate by reference any future filings we make with the SEC under sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), between the date of this prospectus supplement and the termination of the offering of the securities. These additional
documents include periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K (other than
information furnished and not filed by us under any item of any current report on Form 8-K, including the related exhibits, which is deemed not to be
incorporated by reference in this prospectus supplement or the accompanying prospectus), as well as proxy statements (other than information identified in
them as not incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act")). You should review these filings as
they may disclose changes in our business, prospects, financial condition or other affairs after the date of this prospectus supplement. The information that
we file later with the SEC under sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and before the termination of this offering will automatically update
and supersede previous information included or incorporated by reference in this prospectus supplement and the accompanying prospectus.
You can obtain any of the documents incorporated by reference in this prospectus supplement and the accompanying prospectus from us without charge,
excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference in this prospectus supplement and the accompanying
prospectus, by requesting them in writing or by telephone from us at the following address:
Investor Relations
D.R. Horton, Inc.
1341 Horton Circle
Arlington, Texas 76011
(817) 390-8200

S-iv
Table of Contents
FORWARD-LOOKING STATEMENTS
Some of the statements contained or incorporated by reference in this prospectus supplement and the accompanying prospectus may be construed as
"forward-looking statements" within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are based on management's beliefs as well as assumptions made by, and information currently
available to, management. These forward-looking statements typically include the words "anticipate," "believe," "consider," "continue," "could,"
"estimate," "expect," "forecast," "goal," "intend," "likely," "may," "outlook," "plan," "possible," "potential," "predict," "projection," "seek," "should,"
"strategy," "target," "will," "would" or other words of similar meaning. Any or all of the forward-looking statements included or incorporated by reference
in this prospectus supplement and the accompanying prospectus may not approximate actual experience, and the expectations derived from them may not
be realized, due to risks, uncertainties and other factors. As a result, actual results may differ materially from the expectations or results we discuss in the
forward-looking statements. These risks, uncertainties and other factors include, but are not limited to:

· the cyclical nature of the homebuilding industry and changes in economic, real estate and other conditions;

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

· reductions in the availability of mortgage financing provided by government agencies, changes in government financing programs, a decrease in our

ability to sell mortgage loans on attractive terms or an increase in mortgage interest rates;

· the risks associated with our land and lot inventory;
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· our ability to effect our growth strategies, acquisitions or investments successfully;

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

· home warranty and construction defect claims;

· the effects of health and safety incidents;

· the effects of negative publicity;

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

· reductions in the availability of performance bonds;

· increases in the costs of owning a home;

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

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

· our significant debt and our ability to comply with related debt covenants, restrictions and limitations;

· competitive conditions within the homebuilding and financial services industries;

· the effects of the loss of key personnel; and

· information technology failures and data security breaches.
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise. However, any further disclosures made on related subjects in subsequent reports incorporated by reference in this prospectus supplement and the
accompanying prospectus should be consulted. Additional information about issues that could lead to material changes in performance and risk factors that
have the potential to affect us is contained in this prospectus supplement, in our annual report on Form 10-K for the fiscal year ended September 30, 2018
and in our quarterly reports on Form 10-Q for the quarters ended December 31, 2018, March 31, 2019 and June 30, 2019, including the sections entitled
"Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," which are filed with the SEC. See
"Incorporation by Reference."

S-v
Table of Contents
SUMMARY
This is only a summary of the offering. To fully understand an investment in the notes, you must consider this prospectus supplement, the
accompanying prospectus and the detailed information incorporated by reference into them, including the financial statements and their
accompanying notes.
For purposes of this prospectus supplement, unless we have indicated otherwise or the context otherwise requires, the terms the "Company," "we,"
"our" or like terms refer to D.R. Horton, Inc., a Delaware corporation, and its predecessors and subsidiaries.
D.R. Horton, Inc.
D.R. Horton, Inc. is the largest homebuilding company in the United States as measured by number of homes closed. We construct and sell homes
through our operating divisions in 87 markets in 29 states, primarily under the names of D.R. Horton, America's Builder, Emerald Homes, Express
Homes, and Freedom Homes.
Our business operations consist of homebuilding, a majority-owned residential lot development company, financial services and other activities. Our
homebuilding operations primarily include the construction and sale of single-family homes with sales prices generally ranging from $100,000 to
more than $1,000,000, with an average closing price of $296,100 during the nine months ended June 30, 2019. Approximately 91% of our home sales
revenues in the nine months ended June 30, 2019 were generated from the sale of single-family detached homes, with the remainder from the sale of
attached homes, such as townhomes, duplexes and triplexes.
During fiscal 2018, we acquired 75% of the outstanding shares of Forestar Group Inc. ("Forestar"), for $558.3 million in cash. Forestar is a publicly
traded residential lot development company listed on the New York Stock Exchange under the ticker symbol "FOR." We currently own
approximately 66% of the outstanding shares of Forestar. The acquisition is a component of our strategy to expand relationships with land developers
and increase the portion of our homebuilding land and lot position controlled through purchase contracts to enhance operational efficiency and returns.
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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 100% owned 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 homebuilding, Forestar 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. The operating results of these subsidiaries are immaterial for separate
reporting and therefore are grouped together and presented as other.
For more information about our business, please refer to the section entitled "Business" in our most recent annual report on Form 10-K incorporated
by reference in this prospectus supplement and the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our most recent annual report on Form 10-K and our most recent quarterly report on Form 10-Q incorporated by reference in this
prospectus supplement.

S-1
Table of Contents
Our principal executive offices are located at 1341 Horton Circle, Arlington, Texas 76011. Our telephone number is (817) 390-8200, and our Internet
website address is www.drhorton.com. Information on or connected to our Internet website is not a part of this prospectus supplement.
Recent Developments
On September 30, 2019, Forestar issued 6,037,500 shares of its common stock in a public underwritten offering. As a result of such issuance, our
ownership of Forestar's outstanding common shares decreased from 75% to approximately 66%.
On October 2, 2019, we increased the size of our homebuilding revolving credit facility (our "homebuilding revolving credit facility") to $1.59 billion
with an uncommitted accordion feature that could increase the size of such facility to $2.5 billion, subject to certain conditions and the availability of
additional bank commitments, and extended the maturity of our homebuilding revolving credit facility to October 2, 2024. We also increased the total
sublimit for letters of credit from 50% to 100% of the total revolving credit commitments.
On October 2, 2019, Forestar extended the maturity of its revolving credit facility (the "Forestar revolving credit facility") to October 2, 2022.
Current Industry Conditions
Sales prices for both new and resale homes have increased across most of our markets over the past several years, which has generally reduced
housing affordability. During fiscal 2018, interest rates on mortgage loans increased, which further impacted affordability. These conditions resulted
in some moderation of demand for new homes across most of our markets in late fiscal 2018 and early fiscal 2019, and in response, we increased our
sales incentives to improve sales pace. In the third quarter of fiscal 2019, interest rates on mortgage loans decreased, and we reduced the level of
incentives as demand began to strengthen compared to earlier in the year. We continue to see solid economic fundamentals and a limited supply of
homes at affordable prices across most of our markets.
During the nine months ended June 30, 2019, our number and value of net sales orders increased 5% and 4%, respectively, compared to the prior year
period. During the nine months ended June 30, 2019, our number of homes closed and home sales revenues increased 10% and 9%, respectively,
compared to the prior year period. Our pre-tax income was $1.5 billion in both the current and prior year nine month periods, and our pre-tax
operating margin was 11.7% compared to 12.6%. We are monitoring our sales pace, pricing and homes in inventory in each of our communities, and
we will adjust sales pace, home pricing and incentives based on local housing market conditions.
We believe our business is well positioned with a broad geographic footprint, affordable product offerings, a balanced supply of finished lots, land
and homes, a strong balance sheet and liquidity and experienced personnel across our operating markets. We remain focused on growing our revenues
and 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.
Within our homebuilding land and lot portfolio, our lots controlled under purchase contracts represent 61% of the lots owned and controlled at
June 30, 2019 compared to 57% at September 30, 2018 and 56% at June 30, 2018. Growing our majority-owned Forestar lot development operations
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is advancing our homebuilding strategy of increasing our controlled finished lot pipeline.
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 continue to vary across our markets. If the U.S. economy continues to grow, we expect to see solid housing demand,
concentrated in markets where job growth is occurring and new home prices remain affordable relative to household incomes. 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, increases in mortgage interest rates or tightening of mortgage lending standards.

S-2
Table of Contents
The Offering
The summary below describes the principal terms of the notes and the guarantees. Many of the terms and conditions described below are subject to
important limitations and exceptions. For a more complete understanding of this offering and the terms and conditions of the notes and guarantees,
we encourage you to read this entire prospectus supplement and the accompanying prospectus, including the sections of this prospectus supplement
entitled "Risk Factors" and "Description of Notes."

Issuer
D.R. Horton, Inc., a Delaware corporation

Securities Offered
$500,000,000 aggregate principal amount of our 2.500% senior notes due 2024.

Maturity Date
The notes will mature on October 15, 2024.

Interest Payment Dates
Interest on the notes will be payable semi-annually in arrears on April 15 and October 15,
beginning on April 15, 2020, and will be payable to holders of record at the close of business
on the April 1 or October 1 immediately preceding the interest payment date (whether or not
a business day).

Optional Redemption
We may redeem all or a portion of the notes, at our option, at any time or from time to time.
If the notes are redeemed prior to September 15, 2024 (the date that is one month prior to the
maturity date of the notes) (such date, the "Par Call Date"), the redemption price for the notes
to be redeemed on any redemption date will be equal to the greater of: (1) the principal
amount of the notes being redeemed plus accrued and unpaid interest to the redemption date;
or (2) the sum of the present values of the principal amount of the notes to be redeemed,
together with the scheduled payments of interest (exclusive of interest to the redemption
date) from the redemption date to the maturity date (assuming the notes matured on the Par
Call Date), discounted to the redemption date on a semi-annual basis, at the Treasury Rate
(as defined in the "Description of Notes"), plus 20 basis points, plus accrued and unpaid
interest on the principal amount of the notes being redeemed to (but not including) the
redemption date. If the notes are redeemed on or after the Par Call Date, the redemption price
for such notes will equal 100% of the principal amount of the notes to be redeemed, plus
accrued and unpaid interest, if any, to (but not including) the date of redemption. See
"Description of Notes--Optional Redemption."

Guarantees
On the closing date of this offering, the notes will be guaranteed by substantially all of our
homebuilding subsidiaries. Each of our subsidiaries will be required to guarantee the notes if
it guarantees any of our other publicly traded debt securities with an outstanding principal
amount of $50 million or more or our indebtedness under our homebuilding revolving credit
facility or any future credit facilities with commitments or outstanding borrowings in excess
of $50 million. Our unrestricted subsidiaries (including Forestar and our subsidiaries engaged
in the financial services segment) will not guarantee the notes. If we cannot make payments
on the notes when they are due, the guarantor subsidiaries are required to make them.

S-3
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Table of Contents
Ranking
The notes are our general obligations and will not be secured by any collateral. Your right to
payment under the notes will be:

· effectively junior to the rights of our secured creditors to the extent of the value of their

security in our assets;

· equal with the rights of creditors under any other unsecured unsubordinated debt,

including our existing homebuilding senior notes and our homebuilding revolving credit
facility; and

· senior to the rights of creditors under any future debt that is expressly subordinated to

these notes.

The guarantees will also not be secured by any collateral. Your right to payment under any

guarantee will be:

· effectively junior to the rights of secured creditors to the extent of the value of their

security in the guarantors' assets;

· equal with the rights of creditors under the guarantors' other unsecured unsubordinated

debt, including guarantees of our existing homebuilding senior notes and our
homebuilding revolving credit facility; and

· senior to the rights of creditors under any of the guarantors' future debt that is expressly

subordinated to the guarantees.

The notes will be structurally subordinated to the indebtedness and liabilities of our

non-guarantor subsidiaries.

As of June 30, 2019, D.R. Horton, Inc. and the guarantors had approximately $2,113.9
million of debt outstanding. Of this debt, $20.0 million was secured debt and $2,093.9
million was unsubordinated unsecured debt that will rank equally with the notes being

offered by this prospectus supplement. In addition, at such date, we had unused commitments
of $1,036.1 million available to be borrowed under our homebuilding revolving credit
facility.

As of June 30, 2019, Forestar and our other non-guarantor subsidiaries had approximately
$1,336.7 million of debt outstanding. In addition, at such date, Forestar had unused

commitments of $358.3 million available to be borrowed under the Forestar revolving credit
facility, and our mortgage subsidiary, DHI Mortgage, had unused capacity of $303.5 million
available under its mortgage repurchase facility.

Form and Denomination
The notes will be represented by one or more global notes. The global notes will be
deposited with the trustee, as custodian for The Depository Trust Company, or DTC.

Ownership of beneficial interests in the global notes will be shown on, and transfers of such
interests will be effected only through, records maintained in book-entry form by DTC and

its direct and indirect participants, including the depositaries for Clearstream Banking
Luxembourg, or Euroclear Bank S.A./N.V., as operator of the Euroclear System.

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The notes will be issued in minimum denominations of $2,000 and integral multiples of

$1,000.

Certain Covenants
We will issue the notes under an indenture as supplemented by a separate supplemental
indenture. We refer to the indenture, as supplemented, as the "indenture." The indenture,
among other things, restricts our ability and the ability of the guarantors to:

· incur debt secured by certain assets;

· engage in sale and leaseback transactions with respect to certain assets; and

· engage in mergers, consolidations or sales of all or substantially all of our assets.

These covenants are subject to important exceptions and qualifications, which are described

in the section "Description of Notes--Certain Covenants."

Change of Control Triggering Event
Upon the occurrence of both a Change of Control and a Ratings Downgrade Event (each as
defined in "Description of Notes"), subject to certain exceptions, we will make an offer to
each holder to purchase all or any part of that holder's notes at a purchase price equal to
101% of the aggregate principal amount of such notes, plus accrued and unpaid interest to the
date of purchase. See "Description of Notes--Certain Covenants--Repurchase of Notes upon
Change of Control Triggering Event."

United States Federal Income Tax Consequences
For certain United States federal income tax consequences of the acquisition and disposition
of the notes, see "Certain United States Federal Income Tax Consequences."

Absence of Public Trading Market
The notes will be a new issue of securities for which there is currently no market. We do not
intend to apply for the notes to be listed on any securities exchange or to arrange for any
quotation system to quote them. Accordingly, there can be no assurance that a liquid market
for the notes will develop or be maintained. See "Risk Factors."

Use of Proceeds
The net proceeds from this offering of notes will be approximately $495.7 million after
deducting the underwriting discount and estimated offering expenses payable by us. We
intend to use the net proceeds of this offering for general corporate purposes, which may
include the redemption or repurchase prior to maturity of the 2020 Notes. See "Use of
Proceeds."

Risk Factors
See "Risk Factors" beginning on page S-8 and other information included or incorporated by
reference in this prospectus supplement for a discussion of the factors you should consider
carefully before deciding to invest in the notes being offered by this prospectus supplement.

S-5
Table of Contents
Summary Consolidated Financial Information and Operating Data
The following summary consolidated financial information for the five years ended September 30, 2018 is derived from our audited consolidated
financial statements, except as described in the footnotes below. The following summary consolidated financial information as of and for the nine-
month periods ended June 30, 2019 and 2018 is derived from our unaudited consolidated financial statements. The unaudited consolidated financial
statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of our management, include all
adjustments necessary for a fair presentation of the information set forth therein. The results of interim periods are not necessarily indicative of results
that may be expected for the full year or any future periods. The data should be read in conjunction with the consolidated financial statements, related
notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of our most recent annual report on
Form 10-K and our most recent quarterly report on Form 10-Q and other financial information incorporated by reference into this prospectus
supplement. These historical results are not necessarily indicative of the results to be expected in the future.

Nine months ended

June 30,

Year ended September 30,

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424B2
(Dollars in millions)

2019

2018

2018

2017

2016

2015

2014

(Unaudited)

Statement of operations data:

Revenues:

Home sales
$12,125.8 $11,122.1 $15,502.0 $13,653.2 $11,783.1 $10,469.4 $7,804.7
Land/lot sales and other

121.8
167.7
190.7
88.3
78.7
89.6
53.8
Financial services

306.4
273.1
375.3
349.5
295.6
265.0
166.4

12,554.0 11,562.9 16,068.0 14,091.0 12,157.4 10,824.0 8,024.9
Cost of sales:

Home sales
9,713.4 8,761.7 12,194.3 10,927.8 9,403.0 8,393.6 6,139.1
Land/lot sales and other

85.0
134.5
153.4
74.8
68.2
81.8
44.3
Inventory and land option charges

41.0
42.8
50.4
40.2
31.4
60.3
85.2

9,839.4 8,939.0 12,398.1 11,042.8 9,502.6 8,535.7 6,268.6
Selling, general and administrative expense
1,327.0 1,219.9 1,676.8 1,471.6 1,320.3 1,186.0
965.4
Income before income taxes
1,465.2 1,452.3 2,060.0 1,602.1 1,353.5 1,123.4
814.2
Income tax expense

350.5
458.9
597.7
563.7
467.2
372.7
280.7

Net income
1,114.7
993.4 1,462.3 1,038.4
886.3
750.7
533.5
Net income (loss) attributable to noncontrolling interests
1.5
(0.7)
2.0
--
--
--
--

Net income attributable to
D.R. Horton, Inc.
$ 1,113.2 $
994.1 $ 1,460.3 $ 1,038.4 $
886.3 $
750.7 $ 533.5
Selected operating data:

Gross profit margin--home sales

19.9%
21.2%
21.3%
20.0%
20.2%
19.8%
21.3%
Number of homes closed

40,951
37,183
51,857
45,751
40,309
36,648 28,670
Net sales orders (homes)(1)

43,435
41,231
52,740
46,605
40,814
37,380 29,709
Net sales orders ($ value)(1)
$12,874.3 $12,330.3 $15,760.7 $13,941.2 $12,000.2 $10,738.7 $8,308.6
Sales order backlog at end of period (homes)(2)

16,507
16,536
13,371
12,329
11,475
10,662
9,888
Sales order backlog at end of period
($ value)(2)
$ 4,970.3 $ 4,978.5 $ 4,028.9 $ 3,726.0 $ 3,438.0 $ 3,146.8 $2,858.8
(see footnotes on following page)

S-6
Table of Contents
Nine months ended

June 30,

Year ended September 30,

(In millions)

2019
2018 2018
2017
2016 2015
2014
Other financial data:

Net cash provided by (used in) operating activities(3)
$
80.7 $ 306.5 $545.2 $ 440.2 $ 623.9 $706.4 $(657.1)
Net cash (used in) provided by investing activities(4)
(326.3)
7.5 19.0 (164.0) (112.8) (94.7) (349.9)
Net cash (used in) provided by financing activities(3)
(375.1) (101.4) (82.5) (564.6) (591.9) 111.0 623.6
Interest charged to cost of sales(5)

89.8
96.0 130.6 152.6 169.1 159.7 124.4
Depreciation and amortization

52.4
46.6 62.4
54.7
61.0 54.1
38.4
Interest incurred(6)
104.8
93.8 125.4 129.3 152.3 169.2 185.8

As of June 30,

As of September 30,

(In millions)

2019

2018

2018

2017

2016

2015

2014

Balance sheet data:

Cash and cash equivalents

$
864.2 $ 1,178.2 $ 1,473.1 $ 1,007.8 $ 1,303.2 $ 1,383.8 $
661.8
Inventories

11,702.3 10,303.3 10,395.0 9,237.1 8,340.9 7,807.0 7,700.5
Total assets(7)

15,224.0 13,593.4 14,114.6 12,184.6 11,558.9 11,151.0 10,185.4
Notes payable(7)(8)

3,450.6 3,093.6 3,203.5 2,871.6 3,271.3 3,811.5 3,665.7
Total equity

9,814.7 8,769.9 9,158.9 7,747.6 6,793.0 5,895.4 5,119.7

(1)
Represents homes placed under contract during the period, net of cancellations.
(2)
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. We cannot assure you that homes subject to pending sales contracts will close.
(3)
In connection with the adoption of Accounting Standards Update (ASU) 2016-09 in fiscal 2018, $5.1 million, $5.9 million, $6.0 million, and $4.3 million of
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