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Item 9A. Controls and Procedures

2020-11-20 compared with 2019-11-25 · 49 added, 46 removed, 162 unchanged (37% of the section changed)

24 unchanged sentences

Outstanding Options,

Warrants and Rights

Warrants and Rights (b)

Weighted-Average

1 unchanged sentence

Outstanding Options,

Warrants and Rights

Warrants and Rights (c)

Number of Securities

7 unchanged sentences

Equity compensation plans not approved by stockholders

Total 8,000,116 $ 19.94 10,827,847

______________

12 unchanged sentences

(1) Financial Statements

See Item 8 above.

Our consolidated financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K.

(2) Financial Statement Schedules

Schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (SEC) are omitted because they are not required under the related instructions or are not applicable, or because the required information is shown in the consolidated financial statements or notes thereto.

and (b) Exhibits:

All financial statement schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.

The exhibits listed in (b) are filed or incorporated by reference as part of this Annual Report on Form 10-K.

Number Exhibit

2.1 Agreement and Plan of Merger dated June 29, 2017 by and among the Company, Force Merger Sub, Inc.

9 unchanged sentences

4.6 Sixth Supplemental Indenture, dated as of August 5, 2013, among the Company, the Guarantors named therein and American Stock Transfer & Trust Company, LLC, as Trustee, relating to the 5.750% Senior Notes Due 2023 issued by the Company (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 5, 2013, filed with the SEC on August 8, 2013).

Eighth Supplemental Indenture, dated as of February 9, 2015, among the Company, the Guarantors named therein and American Stock Transfer & Trust Company, LLC, as trustee, relating to the 4.000% Senior Notes Due 2020 issued by the Company (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K dated February 9, 2015, filed with the SEC on February 9, 2015).

4.7 Ninth Supplemental Indenture, dated as of December 5, 2017, among the Company, the Guarantors named therein, American Stock Transfer & Trust Company, LLC, as original trustee, and Branch Banking and Trust Company, as series trustee, relating to the 2.550% Senior Notes Due 2020 issued by the Company (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K dated December 5, 2017, filed with the SEC on December 5, 2017).

Number Exhibit

4.8 Tenth Supplemental Indenture, dated as of December 5, 2017, among the Company, the Guarantors named therein and American Stock Transfer & Trust Company, LLC, as trustee (incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K dated December 5, 2017, filed with the SEC on December 5, 2017).

4.9 Eleventh Supplemental Indenture, dated as of October 10, 2019, among the Company, the guarantors named therein, American Stock Transfer & Trust Company, LLC, as original trustee, and Branch Banking and Trust Company, as series trustee (incorporated by reference from Exhibit 4.3 to the Company’s Current Report on Form 8-K dated October 10, 2019, filed with the SEC on October 10, 2019).

Indenture, dated February 26, 2013, between Forestar Group Inc.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of Forestar’s Current Report on Form 8-K filed with the SEC on February 26, 2013).

First Supplemental Indenture, dated February 26, 2013, between Forestar Group Inc.

Bank National Association, as trustee, relating to the 3.75% Convertible Senior Notes due 2020 issued by Forestar Group Inc.

(incorporated by reference to Exhibit 4.2 of Forestar’s Current Report on Form 8-K filed with the SEC on February 26, 2013).

Third Supplemental Indenture, dated October 5, 2017, between Forestar Group Inc.

Bank National Association (incorporated by reference to Exhibit 4.1 of Forestar’s Current Report on Form 8-K filed with the SEC on October 10, 2017).

4.10 Indenture, dated as of April 12, 2019, by and among Forestar Group Inc., the subsidiary guarantors party thereto and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of Forestar’s Current Report on Form 8-K filed with the SEC on April 12, 2019).

Senior Debt Securities Indenture, dated as of October 10, 2019, among D.R.

and Branch Banking and Trust Company, as trustee (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K dated October 10, 2019, filed with the SEC on October 10, 2019).

4.11 Senior Debt Securities Indenture, dated as of October 10, 2019, among the Company and Branch Banking and Trust Company, as trustee (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K dated October 10, 2019, filed with the SEC on October 10, 2019).

4.12 First Supplemental Indenture, dated as of October 10, 2019, among the Company, the guarantors named therein and Branch Banking and Trust Company, as trustee, relating to the 2.500% Senior Notes Due 2024 issued by the Company (incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K dated October 10, 2019, filed with the SEC on October 10, 2019).

Description of Securities.

4.13 Second Supplemental Indenture, dated as of May 5, 2020, among the Company, the guarantors named therein and Branch Banking and Trust Company, as trustee, relating to the 2.600% Senior Notes Due 2025 issued by the Company (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 5, 2020, filed with the SEC on May 5, 2020).

4.14 Indenture, dated as of February 25, 2020, by and among Forestar Group Inc., the subsidiary guarantors party thereto and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of Forestar’s Current Report on Form 8-K filed with the SEC on February 25, 2020).

4.15 Third Supplemental Indenture, dated as of October 2, 2020, among the Company, the guarantors named therein and Truist Bank (formerly known as Branch Banking and Trust Company), as trustee, relating to the 1.400% Senior Notes Due 2027 issued by the Company (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K dated October 2, 2020, filed with the SEC on October 2, 2020).

4.16 Description of Securities (incorporated by reference from Exhibit 4.17 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2019, filed with the SEC on November 25, 2019).

10.1 Form of Indemnification Agreement between the Company and each of its directors and executive officers and schedules of substantially identical documents (incorporated by reference from Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 1995, filed with the SEC on November 22, 1995 (file number 1-14122);

8 unchanged sentences

2006 Stock Incentive Plan (incorporated by reference from Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005, filed with the SEC on February 2, 2006).

Number Exhibit

2006 Stock Incentive Plan, as amended and restated (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 20, 2011, filed with the SEC on January 26, 2011).

18 unchanged sentences

2018 Incentive Bonus Plan, dated November 6, 2018 (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 6, 2018, filed with the SEC on November 9, 2018).

Number Exhibit

10.22 † Summary of Executive Compensation Notification - Chairman, CEO and COO (fiscal 2020) (incorporated by reference from Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2019, filed with the SEC on November 25, 2019).

21 unchanged sentences

9 to Credit Agreement, dated October 2, 2019 by and among the Company, Mizuho Bank, Ltd., as successor Administrative Agent, and the Lenders named therein (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 2, 2019, filed with the SEC on October 4, 2019).

Number Exhibit

10.38 Second Amended and Restated Master Repurchase Agreement, dated February 27, 2015, among DHI Mortgage Company, Ltd., U.S.

11 unchanged sentences

10.44 Seventh Amendment to Second Amended and Restated Master Repurchase Agreement, dated March 26, 2019, among DHI Mortgage Company, Ltd., U.S.

Bank National Association, as Administrative Agent, Sole Book Runner, Lead Arranger, and a Buyer, and all other Buyers.

Bank National Association, as Administrative Agent, Sole Book Runner, Lead Arranger, and a Buyer, and all other Buyers (incorporated by reference from Exhibit 10.44 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2019, filed with the SEC on November 25, 2019).

10.45 Eighth Amendment to Second Amended and Restated Master Repurchase Agreement, dated June 21, 2019, among DHI Mortgage Company, Ltd., U.S.

Bank National Association, as Administrative Agent, Sole Book Runner, Lead Arranger, and a Buyer, and all other Buyers (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 21, 2019, filed with the SEC on June 26, 2019).

10.46 Ninth Amendment to Second Amended and Restated Master Repurchase Agreement, dated February 21, 2020, among DHI Mortgage Company, Ltd., U.S.

Bank National Association, as Administrative Agent, Sole Book Runner, Lead Arranger, and a Buyer, and all other Buyers (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 21, 2020, filed with the SEC on February 26, 2020).

10.47 Tenth Amendment to Second Amended and Restated Master Repurchase Agreement, dated May 15, 2020, among DHI Mortgage Company, Ltd., U.S.

10.48 364-Day Credit Agreement, dated May 28, 2020, among the Company, the guarantors party thereto, Mizuho Bank, Ltd., as administrative agent, joint book runner, arranger, and a lender, and the other lenders party thereto (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 28, 2020, filed with the SEC on June 1, 2020).

10.49 Amended and Restated Custody Agreement, dated March 1, 2013, by and between DHI Mortgage Company, Ltd.

Bank National Association, as Administrative Agent and representative of certain buyers (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K dated February 27, 2015, filed with the SEC on March 4, 2015).

Number Exhibit

10.50 Stockholder’s Agreement dated June 29, 2017 by and between the Company and Forestar Group Inc.

6 unchanged sentences

21.1 * Subsidiaries of D.R.

22.1 * List of Guarantor Subsidiaries.

23.1 * Consent of PricewaterhouseCoopers LLP, Fort Worth, Texas.

23.2 * Consent of Ernst & Young LLP, Fort Worth, Texas.

Certificate of Chief Executive Officer provided pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

Certificate of Chief Financial Officer provided pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

Certificate provided pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Company’s Chief Executive Officer

Certificate provided pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Company’s Chief Financial Officer

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

31.1 * Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 * Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 * Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 * Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS ** XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH ** Inline XBRL Taxonomy Extension Schema Document.

101.CAL ** Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF ** Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB ** Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE ** Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104 ** Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101).

4 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

November 25, 2019

November 19, 2020 By:

Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

President and Chief Executive Officer

(Principal Executive Officer)

November 25, 2019

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

November 25, 2019

Vice President and Controller

(Principal Accounting Officer)

November 25, 2019

Signature Title Date

Auld President and Chief Executive Officer

(Principal Executive Officer) November 19, 2020

Wheat Executive Vice President and Chief Financial Officer

(Principal Financial Officer) November 19, 2020

Odom Vice President and Controller

(Principal Accounting Officer) November 19, 2020

/s/ Donald R.

Chairman of the Board and Director

November 25, 2019

Horton Chairman of the Board and Director November 19, 2020

/s/ Barbara K.

November 25, 2019

Allen Director November 19, 2020

Anderson Director November 19, 2020

/s/ Michael R.

November 25, 2019

Buchanan Director November 19, 2020

/s/ Michael W.

November 25, 2019

Hewatt Director November 19, 2020

/s/ Maribess L.

November 25, 2019

Miller Director November 19, 2020

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures