8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report: May 8, 2013

(Date of earliest event reported)

FORESTAR GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware	Commission File Number	26-1336998
(State or other jurisdiction of	001-33662	(I.R.S. Employer
incorporation or organization)		Identification No.)

6300 Bee Cave Road, Building Two, Suite 500
Austin, Texas 78746

(Address of principal executive offices) (zip code)

(512) 433-5200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On May 8, 2013, Forestar Group Inc. (the “Company”) issued a press release announcing the Company’s results for the quarter ended March 31, 2013. A copy of the press release is furnished as Exhibit 99.1 of this report.

Item 7.01. Regulation FD Disclosure.

On May 8, 2013, management of the Company will participate in a conference call discussing the Company’s results for the quarter ended March 31, 2013. Copies of the presentation materials to be used by management are furnished as Exhibit 99.2 of this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press release issued by the Company on May 8, 2013, announcing the Company’s results for the quarter ended March 31, 2013.
99.2	Presentation materials to be used by management in a conference call on May 8, 2013, discussing the Company’s results for the quarter ended March 31, 2013.

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FORESTAR GROUP INC.
Date: May 8, 2013	By:	/s/ Christopher L. Nines
		Name:	Christopher L. Nines
		Title:	Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit	Description
99.1	Press release issued by the Company on May 8, 2013, announcing the Company’s results for the quarter ended March 31, 2013.
99.2	Presentation materials to be used by management in a conference call on May 8, 2013, discussing the Company’s results for the quarter ended March 31, 2013.

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EX-99.1

Exhibit 99.1

NEWS

RELEASE

FOR IMMEDIATE RELEASE
CONTACT:	Anna E. Torma
	(512) 433-5312

FORESTAR GROUP INC. REPORTS

FIRST QUARTER 2013 RESULTS

Accelerating Value Realization through Higher Residential Lot Sales, Increased Oil Production and Capitalizing on Multifamily Opportunities

AUSTIN, TEXAS, May 8, 2013—Forestar Group Inc. (NYSE: FOR) today reported first quarter 2013 net income of approximately $4.0 million, or $0.11 per diluted share, compared with first quarter 2012 net income of approximately $2.8 million, or $0.08 per diluted share outstanding.

“During first quarter, increased residential lot sales activity continued to reflect positive momentum and signs of a sustainable housing recovery.  Residential real estate markets in Texas continue to benefit from low finished lot inventories combined with a significant increase in housing starts.  Multifamily market conditions also remain strong in our target markets, and during the quarter, we sold Promesa, a wholly-owned multifamily community we developed in Austin, for $41 million, generating earnings of $10.9 million.  In addition, oil and gas revenues continued to gain momentum, with increased oil production in the Bakken and Three Forks formations in North Dakota and the Lansing-Kansas City formation in Kansas and Nebraska, principally due to our acquisition of Credo Petroleum.  We are focused on executing and delivering our Triple in FOR strategic initiatives to accelerate value realization, optimize transparency and disclosure and grow net asset value through strategic and disciplined investments,” said Jim DeCosmo, president and chief executive officer of Forestar Group.

First Quarter 2013 Significant Highlights

·Sold Promesa, a wholly-owned multifamily community we developed in Austin for $41 million, generating earnings of $10.9 million

·Sold 446 developed residential lots, a 56% increase compared with first quarter 2012

·Oil production up over 113% compared with first quarter 2012, principally due to the acquisition of Credo Petroleum

Segment Reporting Change

Forestar has realigned its reportable segments to better reflect the underlying market fundamentals and operating strategy of its core businesses.  With this change, we have aggregated our fiber and water resources operating results in other natural resources. The company manages its operations through three business segments:  real estate, oil and gas and other natural resources.

REAL ESTATE

First Quarter 2013 Significant Highlights

·Sold Promesa, a wholly-owned multifamily community we developed in Austin for $41.0 million, generating earnings of $10.9 million

·Sold 446 developed residential lots, a 56% increase compared with first quarter 2012 — Almost 1,800 lots under option contracts

·Sold 919 acres of undeveloped land for over $2,900 per acre

·Sold 3 commercial acres for over $382,000 per acre

Segment Financial Results:

($ in millions)	1Q 2013		1Q 2012		4Q 2012
Segment Revenues	$	78.7	$	17.9	$	48.4
Segment Earnings	$	19.4	$	11.6	$	21.7

First quarter 2013 real estate segment earnings were higher compared with first quarter 2012 principally due to higher residential lot sales.  Real estate segment earnings declined in first quarter 2013 compared with fourth quarter 2012 primarily due to lower undeveloped land sales.

OIL AND GAS

First Quarter 2013 Significant Highlights

·Oil production up over 113% compared with first quarter 2012, principally due to the acquisition of Credo Petroleum

·22 new productive oil and gas wells drilled; 965 producing wells at quarter-end, up from 534 wells in first quarter 2012, principally due to acquisition of Credo Petroleum

Segment Financial Results:

($ in millions)	1Q 2013		1Q 2012		4Q 2012
Segment Revenues	$	15.5	$	9.4	$	17.2
Segment Earnings	$	5.1	$	7.1	$	7.1

Oil and gas segment earnings decreased in first quarter 2013 compared with first quarter 2012 principally due to reduced oil volumes associated with our owned mineral interests, lower oil prices, decreased delay rental revenues and incremental personnel costs, which were partially offset by increased oil production attributable to the acquisition of Credo Petroleum.  Oil and gas segment earnings decreased in first quarter 2013 compared with fourth quarter 2012 primarily due to lower oil production, which was partially offset by higher oil prices.

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OTHER NATURAL RESOURCES

First Quarter 2013 Significant Highlights

·Sold over 191,000 tons of fiber for $15.65 per ton

·Recreational leasing remains strong

Segment Financial Results:

($ in millions)	1Q 2013		1Q 2012			4Q 2012
Segment Revenues	$	3.3	$	0.7		$	3.0
Segment Earnings (Loss)	$	1.3	$	(0.9	)	$	0.8

First quarter 2013 other natural resources segment earnings were higher compared with first quarter 2012 principally due to over 162,000 tons of additional fiber sales and a 35% increase in average pricing per ton.  Other natural resources segment earnings increased in first quarter 2013 compared with fourth quarter 2012 primarily due to higher fiber sales.

OUTLOOK

“Housing markets continue to show solid signs of a sustainable recovery, with growing demand for residential lots and increased interest in residential and commercial tracts.  Our backlog remains strong and we are well positioned to accelerate real estate sales during this housing recovery.  Our multifamily team successfully developed, leased, and monetized our Promesa community in only 24 months, generating well above cost of capital returns for our business, reflections of the project quality, experience of our team and favorable multifamily market conditions. We continue to build a solid pipeline of multifamily development opportunities, with construction at our multifamily ventures in Austin and Denver on target to begin delivering units in 2013, and our sites in Dallas, Nashville and Charlotte should be under construction by year-end.  We will continue to evaluate and acquire additional multifamily sites to further increase our pipeline of quality multifamily development opportunities.

“We continue to generate positive momentum through our oil and gas initiatives to increase exploration activity, production and reserves.  During first quarter, we experienced a significant increase in North Dakota drilling activity, with approximately twelve Bakken or Three Forks wells (5% average working interest) reaching total depth during the quarter.  We anticipate drilling activity in the Bakken to accelerate in the second half of 2013.  In addition, exploration and drilling activity in Kansas and Nebraska also ramped up during first quarter, with 19 wells (59% average working interest) reaching total depth, ten of which have been economic.  Our exploration initiatives in Kansas and Nebraska are yielding favorable success rates and strong risk-adjusted returns, and we continue to lease additional acreage in this basin.  During first quarter 2013, Forestar acquired leasehold interests in over 28,000 net mineral acres in new and existing prospects in Nebraska and Kansas.

“We continue to increase our momentum toward delivering our Triple in FOR strategic initiatives, focused on accelerating value realization, increasing transparency and disclosure, growing our net asset value through strategic and disciplined investments.  We are off to a great start and we are well positioned for 2013,” concluded Mr. DeCosmo.

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The Company will host a conference call on May 8, 2013 at 10:00 am ET to discuss results of first quarter 2013.  The meeting may be accessed through webcast or by conference call.  The webcast may be accessed through Forestar’s Internet site at www.forestargroup.com.  To access the conference call, listeners calling from North America should dial 1-877-280-4958 at least 15 minutes prior to the start of the meeting.  Those wishing to access the call from outside North America should dial 1-857-244-7315.  The password is Forestar.  Replays of the call will be available for two weeks following the completion of the live call and can be accessed at 1-888-286-8010 in North America and at 1-617-801-6888 outside North America.  The password for the replay is 95046996.

About Forestar Group

Forestar Group Inc. operates in three business segments: real estate, oil and gas and other natural resources. At the end of first quarter 2013, the real estate segment owns directly or through ventures almost 135,000 acres of real estate located in ten states and fourteen markets in the U.S.  The real estate segment has 14 real estate projects representing approximately 25,980 acres currently in the entitlement process, and 72 entitled, developed and under development projects in eight states and twelve markets encompassing almost 14,400 acres, comprised of almost 23,600 planned residential lots and almost 2,400 commercial acres. The oil and gas segment includes approximately 792,000 net acres of oil and gas mineral interests, with approximately 590,000 acres of fee ownership located principally in Texas, Louisiana, Alabama, and Georgia and almost 202,000 net acres of leasehold interests principally located in Nebraska, Kansas, Oklahoma, North Dakota and Texas.  These leasehold interests include almost 6,000 net mineral acres in the core of the prolific Bakken and Three Forks formations.  The other natural resources segment includes sale of wood fiber and management of our recreational leases, and approximately 1.5 million acres of groundwater resources, including a 45% nonparticipating royalty interest in groundwater produced or withdrawn for commercial purposes from approximately 1.4 million acres in Texas, Louisiana, Georgia and Alabama and about 20,000 acres of groundwater leases in central Texas. Forestar’s address on the World Wide Web is www.forestargroup.com.

Forward Looking Statements

This release contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are typically identified by words or phrases such as “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “forecast,” and other words and terms of similar meaning.  These statements reflect management’s current views with respect to future events and are subject to risk and uncertainties. We note that a variety of factors and uncertainties could cause our actual results to differ significantly from the results discussed in the forward-looking statements, including our ability to achieve synergies and value creation contemplated by the merger with Credo, and our ability to promptly and effectively integrate Credo’s businesses.  Other factors and uncertainties that might cause such differences include, but are not limited to: general economic, market, or business conditions; changes in commodity prices; opportunities (or lack thereof) that may be presented to us and that we may pursue; fluctuations in costs and expenses including development costs; demand for new housing, including impacts from mortgage credit availability; lengthy and uncertain entitlement processes; cyclicality of our businesses; accuracy of accounting assumptions; competitive actions by other companies; changes in laws or regulations; and other factors, many of which are beyond our control.  Except as required by law, we expressly disclaim any obligation to publicly revise any forward-looking statements contained in this news release to reflect the occurrence of events after the date of this news release.

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FORESTAR GROUP INC.

(UNAUDITED)

Business Segments

	First Quarter
	2013			2012
	(In thousands, except per share)
Revenues
Real estate	$	78,689		$	17,922
Oil and gas	15,504			9,426
Other natural resources	3,278			744
Total revenues	$	97,471		$	28,092
Segment earnings
Real estate	$	19,446		$	11,577
Oil and gas	5,127			7,128
Other natural resources	1,252			(863		)
Total segment earnings	25,825			17,842
Items not allocated to segments:
General and administrative expense	(4,958		)	(4,362		)
Share-based compensation expense	(10,415		)	(5,231		)
Interest expense	(4,539		)	(3,891		)
Other corporate non-operating income	31			64
Income before taxes	5,944			4,422
Income tax expense	(1,993		)	(1,620		)
Net income attributable to Forestar Group Inc.	$	3,951		$	2,802
Net income per common share:
Basic	$	0.11		$	0.08
Diluted	$	0.11		$	0.08
Weighted average common shares outstanding:
Basic	35.3			34.9
Diluted	35.7			35.2

	First Quarter
Supplemental Financial Information:	2013		2012
	(In thousands)
Cash and cash equivalents	$	86,653	$	6,801
Borrowings under credit facility	$	200,000	$	136,000
Convertible senior notes, net of discount (a)	97,593		—
Other debt (b)	31,027		91,865
Total debt	$	328,620	$	227,865

(a)Represents $125 million convertible senior notes issued February 2013, net of unamortized discount

(b)Consists principally of consolidated venture non-recourse debt.

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FORESTAR GROUP INC.

REAL ESTATE SEGMENT

PERFORMANCE METRICS

	First Quarter
REAL ESTATE	2013		2012
Owned, Consolidated & Equity Method Ventures:
Residential Lots Sold	446		285
Revenue per Lot Sold	$	51,900	$	53,000
Commercial Acres Sold	3		—
Revenue per Commercial Acre Sold	$	382,700	—
Undeveloped Acres Sold	919		455
Revenue per Acre Sold	$	2,900	$	2,400
Owned & Consolidated Ventures:
Residential Lots Sold	355		137
Revenue per Lot Sold	$	52,500	$	62,000
Commercial Acres Sold	3		—
Revenue per Commercial Acre Sold	$	382,700	—
Undeveloped Acres Sold	919		320
Revenue per Acre Sold	$	2,900	$	2,300
Ventures Accounted For Using the Equity Method:
Residential Lots Sold	91		148
Revenue per Lot Sold	$	49,600	$	44,600
Commercial Acres Sold	—		—
Revenue per Commercial Acre Sold	—		—
Undeveloped Acres Sold	—		135
Revenue per Acre Sold	—		$	2,600

FIRST QUARTER 2013

REAL ESTATE PIPELINE

Real Estate	Undeveloped	In Entitlement Process	Entitled	Developed & Under Development	Total Acres*
Undeveloped Land
Owned	87,543
Ventures	6,901				94,444
Residential
Owned		23,272	9,005	821
Ventures			1,898	281	35,277
Commercial
Owned		2,708	1,201	591
Ventures			387	190	5,077
Total Acres	94,444	25,980	12,491	1,883	134,798
Estimated Residential Lots			20,500	3,063	23,563

* In addition, Forestar owns a 58% interest in a venture which controls approximately 16,000 acres of undeveloped land in Georgia with minimal investment. Excludes acres associated with fully developed commercial and income producing properties.

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FORESTAR GROUP INC.

OIL AND GAS SEGMENT

PERFORMANCE METRICS

	First Quarter
	2013		2012
Leasing Activity from Owned Mineral Interests
Acres Leased	310		805
Average Bonus / Acre	$	316	$	357
Delay Rentals Received	$	457,500	$	1,114,900
Oil & Gas Production
Royalty Interests(1)
Gross Wells	543		534
Oil Production (Barrels)	48,200		67,700
Average Oil Price ($ / Barrel)	$	85.93	$	98.10
Natural Gas Production (MMcf)	377.2		427.9
Average Natural Gas Price ($ / Mcf)	$	3.04	$	3.20
BOE Production(2)	111,100		139,000
Average Price ($ / BOE)	$	47.64	$	57.61
Working Interests
Gross Wells	431		9
Oil Production (Barrels)	99,600		1,500
Average Oil Price ($ / Barrel)	$	90.76	$	73.68
Natural Gas Production (MMcf)	216.7		24.3
Average Natural Gas Price ($ / Mcf)	$	3.67	$	3.75
BOE Production(2)	135,800		5,500
Average Price ($ / BOE)	$	72.47	$	36.32
Total Oil & Gas Interests
Gross Wells(3)	965		534
Oil Production (Barrels)	147,900		69,200
Average Oil Price ($ / Barrel)	$	89.19	$	97.57
Natural Gas Production (MMcf)	593.9		452.2
Average Natural Gas Price ($ / Mcf)	$	3.27	$	3.23
BOE Production(2)	246,800		144,600
Average Price ($ / BOE)	$	61.30	$	56.80
Well Activity
Mineral Interests Owned (3)
Net Acres Held By Production	29,000		31,700
Gross Wells Drilled	—		4
Productive Gross Wells	543		534
Mineral Interests Leased
Net Acres Held By Production(4)	30,000		—
Gross Wells Drilled	22		—
Productive Gross Wells(4)	422		—
Total Well Activity
Net Acres Held By Production	59,000		31,700
Gross Wells Drilled	22		4
Productive Gross Wells	965		534

(1) Includes our share of venture activity in which we own a 50% interest. Our share of natural gas production is 70 MMcf in first quarter 2013 and 90 MMcf in first quarter 2012

(2) BOE — Barrels of oil equivalent (converting natural gas to oil at 6 Mcfe / Bbl)

(3) Includes wells operated by third-party lessees/operators. Represent wells in which we own a royalty or working interest in a producing well

(4) Excludes 8,000 net acres and 1,181 wells in which we have an overriding royalty interest

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FIRST QUARTER 2013

OIL AND GAS SEGMENT

MINERAL INTERESTS

MINERAL INTERESTS OWNED (1)

Forestar’s oil and gas segment includes approximately 590,000 owned net mineral acres principally located in Texas, Louisiana, Georgia and Alabama.

State	Unleased	Leased	Held by Production	Total (2)
Texas	213,000	12,000	27,000	252,000
Louisiana	117,000	25,000	2,000	144,000
Georgia	152,000	—	—	152,000
Alabama	40,000	—	—	40,000
California	1,000	—	—	1,000
Indiana	1,000	—	—	1,000
Total	524,000	37,000	29,000	590,000

(1) Represents net acres and includes ventures

(2) Excludes 477 net mineral acres located in Colorado, which includes 319 leased acres and 158 acres held by production

MINERAL INTERESTS LEASED (1)

Forestar’s oil and gas segment includes approximately 202,000 net mineral acres of leasehold interests principally located in Nebraska, Kansas, Oklahoma, North Dakota and Texas, predominantly as result of our September 28, 2012 acquisition of CREDO Petroleum.

State	Undeveloped	Held by Production	Total (2)
Nebraska	107,000	2,000	109,000
Kansas	40,000	3,000	43,000
Oklahoma	—	17,000	17,000
North Dakota	3,000	3,000	6,000
Texas	6,000	2,000	8,000
Other	16,000	3,000	19,000
Total	172,000	30,000	202,000

(1) Represents net acres

(2) Excludes approximately 8,000 net acres of overriding royalty interests

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FORESTAR GROUP INC.

OTHER NATURAL RESOURCES SEGMENT

PERFORMANCE METRICS

	First Quarter
	2013		2012
Fiber Sales *
Pulpwood Tons Sold	120,600		24,400
Average Pulpwood Price / Ton	$	11.70	$	10.18
Sawtimber Tons Sold	70,900		4,400
Average Sawtimber Price / Ton	$	22.36	$	19.48
Total Tons Sold	191,500		28,800
Average Price / Ton	$	15.65	$	11.59
Recreational Activity
Average Acres Leased	122,700		130,900
Average Lease Rate / Acre	$	9.15	$	8.80

*The majority of our fiber sales were to International Paper at market prices.

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FORESTAR GROUP INC.

PROJECTS IN ENTITLEMENT

A summary of projects in the entitlement process (a) at first quarter-end 2013 follows:

		Project
Project	County	Acres (b)
California
Hidden Creek Estates	Los Angeles	700
Terrace at Hidden Hills	Los Angeles	30
Georgia
Ball Ground	Cherokee	500
Crossing	Coweta	230
Fincher Road	Cherokee	3,890
Fox Hall	Coweta	960
Garland Mountain	Cherokee/Bartow	350
Martin’s Bridge	Banks	970
Mill Creek	Coweta	770
Serenity	Carroll	440
Wolf Creek	Carroll/Douglas	12,230
Yellow Creek	Cherokee	1,060
Texas
Lake Houston	Harris/Liberty	3,700
San Jacinto	Montgomery	150
Total		25,980

(a)A project is deemed to be in the entitlement process when customary steps necessary for the preparation of an application for governmental land-use approvals, like conducting pre-application meetings or similar discussions with governmental officials, have commenced, or an application has been filed.  Projects listed may have significant steps remaining, and there is no assurance that entitlements ultimately will be received.

(b)Project acres, which are the total for the project regardless of our ownership interest, are approximate.  The actual number of acres entitled may vary.

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FORESTAR GROUP INC.

REAL ESTATE PROJECTS

A summary of our entitled,(a) developed & under development projects at first quarter-end 2013 follows:

				Residential Lots (c)		Commercial Acres (d)
Project	County	Interest Owned(b)		Lots Sold Since Inception	Lots Remaining	Acres Sold Since Inception	Acres Remaining (f)
California
San Joaquin River	Contra Costa/ Sacramento	100	%	—	—	—	288
Colorado
Buffalo Highlands	Weld	100	%	—	164	—	—
Johnstown Farms	Weld	100	%	170	443	2	7
Pinery West	Douglas	100	%	—	—	—	111
Stonebraker	Weld	100	%	—	603	—	—
Tennessee
Azalea Park	Williamson	100	%	—	173	—	—
Texas
Arrowhead Ranch	Hays	100	%	—	259	—	6
Bar C Ranch	Tarrant	100	%	292	907	—	—
Barrington Kingwood	Harris	100	%	61	119	—	—
Cibolo Canyons	Bexar	100	%	753	722	96	54
Harbor Lakes	Hood	100	%	205	244	2	19
Hunter’s Crossing	Bastrop	100	%	411	79	38	71
La Conterra	Williamson	100	%	127	373	—	58
Lakes of Prosper	Collin	100	%	5	280	—	—
Maxwell Creek	Collin	100	%	820	179	10	—
Oak Creek Estates	Comal	100	%	141	506	13	—
Stoney Creek	Dallas	90	%	149	605	—	—
Summer Creek Ranch	Tarrant	100	%	834	440	35	44
Summer Lakes	Fort Bend	100	%	484	646	56	—
Summer Park (g)	Fort Bend	100	%	—	210	28	62
The Colony	Bastrop	100	%	441	708	22	31
The Preserve at Pecan Creek	Denton	100	%	399	395	—	7
Village Park	Collin	100	%	516	244	3	2
Westside at Buttercup Creek	Williamson	100	%	1,428	68	66	—
Other projects (10)	Various	100	%	2,085	171	218	36
Georgia
Seven Hills	Paulding	100	%	666	420	26	113
Villages of Burt Creek	Dawson	100	%	—	1,715	—	57
Towne West	Bartow	100	%	—	2,674	—	121
Other projects (17)	Various	100	%	72	3,021	—	705
Florida
Other projects (2)	Various	100	%	301	87	—	—
Missouri and Utah
Other projects (2)	Various	100	%	499	55	—	—
				10,859	16,510	615	1,792
Projects in entities we consolidate
Texas
City Park	Harris	75	%	1,218	93	50	115
Lantana	Denton	55	%(e)	774	1,276	—	12
Timber Creek	Collin	88	%	—	614	—	—
Willow Creek Farms II	Walter/Fort Bend	90	%	40	191	—	—
Other projects (2)	Various	Various		7	202	—	129
Georgia
The Georgian	Paulding	75	%	289	1,052	—	—
				2,328	3,428	50	256
Total owned and consolidated				13,187	19,938	665	2,048
Projects in ventures that we account for using the equity method
Texas
Entrada	Travis	50	%	—	821	—	—
Fannin Farms West	Tarrant	50	%	324	24	—	12
Harper’s Preserve	Montgomery	50	%	244	1,481	—	72
Lantana	Denton	Various	(e)	1,163	62	16	42
Long Meadow Farms	Fort Bend	37	%	1,025	774	119	180
Southern Trails	Brazoria	80	%	603	380	—	—
Stonewall Estates	Bexar	50	%	305	83	—	—
Other projects (1)	Nueces	50	%	—	—	—	15
Total in ventures				3,664	3,625	135	321
Combined Total				16,851	23,563	800	2,369

(a)	A project is deemed entitled when all major discretionary governmental land-use approvals have been received. Some projects may require additional permits and/or non-governmental authorizations for development.
(b)	Interest owned reflects our net equity interest in the project, whether owned directly or indirectly. There are some projects that have multiple ownership structures within them. Accordingly, portions of these projects may appear as owned, consolidated and/or accounted for using the equity method.

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(c)	Lots are for the total project, regardless of our ownership interest. Lots remaining represent vacant developed lots, lots under development and future planned lots and are subject to change based on business plan revisions.
(d)	Commercial acres are for the total project, regardless of our ownership interest and are net developable acres, which may be fewer than the gross acres available in the project.
(e)	The Lantana project consists of a series of 22 partnerships in which our voting interests range from 25% to 55%. We account for two of these partnerships using the equity method and we consolidate the remaining partnerships.
(f)	Excludes acres associated with commercial and income producing properties.
(g)	Formerly Waterford Park

A summary of our significant commercial and income producing properties at first quarter-end 2013 follows:

			Interest
Project	County	Market	Owned (a)		Type	Acres	Description
Radisson Hotel	Travis	Austin	100	%	Hotel	2	413 guest rooms and suites
Eleven	Travis	Austin	25	%	Multifamily	3	257 unit luxury apartment (b)
360°	Arapahoe	Denver	20	%	Multifamily	4	304 unit luxury apartment (b)

(a)           Interest owned reflects our total equity interest in the project, whether owned directly or indirectly.

(b)           Construction in progress

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EX-99.2

Exhibit 99.2

First Quarter 2013 Financial Results May 8, 2013 Building Momentum By Accelerating Value Realization, Optimizing Transparency and Growing Net Asset Value

Notice To Investors This release contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are typically identified by words or phrases such as “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “forecast,” and other words and terms of similar meaning. These statements reflect management’s current views with respect to future events and are subject to risk and uncertainties. We note that a variety of factors and uncertainties could cause our actual results to differ significantly from the results discussed in the forward-looking statements, including our ability to achieve synergies and value creation contemplated by the merger with Credo. Other factors and uncertainties that might cause such differences include, but are not limited to: general economic, market, or business conditions; changes in commodity prices; opportunities (or lack thereof) that may be presented to us and that we may pursue; fluctuations in costs and expenses including development costs; demand for new housing, including impacts from mortgage credit availability; lengthy and uncertain entitlement processes; cyclicality of our businesses; accuracy of accounting assumptions; competitive actions by other companies; changes in laws or regulations; and other factors, many of which are beyond our control. Except as required by law, we expressly disclaim any obligation to publicly revise any forward-looking statements contained in this presentation to reflect the occurrence of events after the date of this presentation. This presentation includes Non-GAAP financial measures. The required reconciliation to GAAP financial measures can be found as an exhibit to this presentation and on our website at www.forestargroup.com. 2

Earnings Growth Reflects Acceleration in Real Estate Value Realization ($ in millions) 3 Net Income Per Share Reconciliation Q1 2012 vs. Q1 2013 Net Income Reconciliation Q1 2012 vs. Q1 2013 1st Qtr. 2013 results include after-tax earnings of $7.1 million, or $0.20 per share, associated with sale of the Promesa multifamily community we developed in Austin 1st Qtr. 2013 results include after-tax share-based compensation expense of $6.8 million, or $0.19 per share, principally associated with a 26% increase in our stock price 1st Qtr. 2012 results include after-tax gain of $7.6 million, or $0.22 per share, associated with sale of our 25% partnership interest in a commercial office project in Austin Note: 1st Qtr. 2013 weighted average diluted shares outstanding were 35.7 million

Segment Reporting Changes Aggregating Fiber and Water Resources Reporting into Other Natural Resources 4 Segment Operations & Assets Real Estate Entitlement and development of residential and mixed-used communities 135,000 acres of low-basis land 93 residential and mixed-used communities Development and ownership of income producing properties 3 significant commercial and income producing assets Oil and Gas Exploration and development of oil and gas on our mineral and leasehold interests 792,000 net mineral acres (includes 590,000 acres of fee ownership) 965 active wells (431 working interest wells) Other Natural Resources Sale of fiber, management of recreational leases, and water resources 120,000 acres with timber* 1.5 million acres of water interests** * Included in real estate acres ** Includes 45% non-participating royalty interest in approximately 1.4 million acres

Accelerating Real Estate Value Realization Drives Improved Segment Operating Results ($ in Millions) 1st Qtr. 2013 1st Qtr. 2012 Segment Earnings (Loss): Real Estate $19.4 $11.6 Oil and Gas 5.1 7.1 Other Natural Resources 1.3 (0.9) Total Segment Earnings $25.8 $17.8 5 1st Qtr. 2013 real estate segment results include pre-tax earnings of $10.9 million associated with the sale of the Promesa multifamily community we developed in Austin 1st Qtr. 2012 real estate segment results include a pre-tax gain of $11.7 million associated with the sale of our 25% partnership interest in a commercial office project in Austin

Continue to Strengthen Balance Sheet and Liquidity ($ in Millions) YE 2012 3 Q1 2013 Credit Facility Borrowings $244 $200 New Convertible Debt1 - 98 Other Consolidated Debt2 50 31 Total Debt $294 $329 Total Debt / Total Capital 36% 37% Available Liquidity3 $160 $275 1 Principal amount of convertible debt due at maturity is $125 million, $98 million represents fair value at end of Q1 2013 2 Consolidated debt principally non-recourse to Forestar 3 Liquidity = cash + available revolver Execution of Strategic Initiatives, Credit Facility Extension and Convertible Notes Offering Positions Forestar with Significant Liquidity and Minimal Near-Term Debt Maturities Terms Description Amount $125 million Maturity 7 years (March 2020) Coupon 3.75% Conversion Premium 37.5% or $24.49 / share Settlement Cash, shares or combination* Forestar Leverage & Liquidity Feb 2013 Convertible Notes Offering * Our accounting policy reflects our intent to settle the principal amount of the convertible notes in cash at maturity 6

First Quarter 2013 Operating Highlights Building Momentum By Accelerating Value Realization, Optimizing Transparency and Growing Net Asset Value 7

 First Quarter 2013 Operating Highlights Realigned business segments to better reflect operating strategy Sold Promesa multifamily community generating $10.9 million in earnings Sold 446 developed residential lots, up 56% vs. Q1 2012 Almost 1,800 lots under option contracts Sold over 191,000 tons of fiber, up over 162,000 tons vs. Q1 2012 OIL & GAS SINGLE-FAMILY FORESTAR TIMBERLAND MULTIFAMILY Oil production up 113% vs. Q1 2012, principally due to acquisition of Credo 22 new productive wells completed; 965 active wells 8

Real Estate First Quarter 2013 Highlights Building Momentum By Accelerating Lot Sales and Building a Solid Multifamily Pipeline 9

Single-Family Multifamily Recession Single-family 50 Yr. Avg. Growth In Single-family and Multifamily Starts Driving Demand For Land and Lots March 2013 Housing Starts Single-family housing starts up 29% compared with March 2012 Multifamily starts up almost 100% compared with March 2012 Total housing starts exceed one million units for the first time since summer 2008 10 50 Year Avg. Single-Family Starts S/F and M/F Housing Starts March 2013 (SAAR, Thous. Units) Source: Census Bureau

Texas Housing Inventories Bolstering Recovery FOR Well Positioned With Lot Inventory in Texas Markets Source: Metrostudy 11 Texas Finished Vacant Inventory and MoS* Market Active Residential Projects Q1 13 Lot Sales Lots Under Dev. Vacant Dev. Lots Remaining Lots to be Developed Austin 10 39 111 127 2,087 DFW 13 131 442 558 4,380 Houston 9 163 331 356 3,207 San Antonio 4 31 168 135 1,052 Gulf Coast 2 - - 155 47 Total Texas 38 364 1,052 1,331 10,773 Forestar Texas Lot Sales and Inventory (Q1 2013) 1Q13 MoS Equilibrium * Texas Markets represent Dallas, Houston, San Antonio and Austin Texas and U.S. Labor Markets (in 000’s) March Change Private Employment 2013 2012 Absolute Percent Texas 9,264 8,954 310 3.5% United States 112,205 110,157 2,048 1.9% Unemployment Rate Actual Seasonally Adjusted Texas 6.3% 7.0% 6.4% 7.0% United States 7.6% 8.4% 7.6% 8.2% Sources: Texas workforce commission and Bureau of Labor Statistics

Real Estate – Accelerating Results Q1 2013 Highlights Sold 446 residential lots, up 56% vs. Q1 2012 Sold 3 commercial acres for approximately $382,700 /acre Sold 919 acres of undeveloped land for over $2,900/ acre Sold wholly-owned multifamily community for $41 million $10.9 million in earnings $18.9 million in debt reduction Segment Earnings Reconciliation Q1 2012 vs. Q1 2013 ($ in millions) 12 Note: includes ventures

13 Note: Includes ventures Quarterly Lot Sales Quarterly Lot Sales & Avg. Lot Margin Q1 2010 – Q1 2013 13 Residential Lot Sales Accelerating Residential Lots Under Contract: Almost 1,800 at Q1 2013 Up 33% compared with Q4 2012 Largest number since beginning of housing downturn

Forestar “Same-Store” Lot Sales Activity and Margins Increasing 14 18% Increase Note: “Same-store” lot sales represent developed lot sales in communities which had sales activity in 1st Qtr. 2012 and 1st Qtr. 2013

Accelerating Value Realization Through Sale of Stabilized Multifamily Community 289-unit Class A Multifamily community located in Northwest Austin Developed by Forestar Existing site in portfolio Developed and sold in about 24 months Promesa Multifamily Community Project Metrics ($ in millions) Land $4.5 Construction & Closing Costs 25.6 Total Cost $30.1 FOR Equity $11.2 Project Financing $18.9 Sales Price $41.0 Earnings $10.9 Cash Flow to Forestar $21.5 Cash Multiple 2.0x Austin multifamily occupancy rates >96%

Accelerating Multifamily Value Creation Through Development of Attractive Site in Dallas Metro 354-unit Class A luxury multifamily project with extensive amenities Target Q2 construction with units to begin leasing in Q1 2014 13.5 acre site purchased late 2011 located within Cedar Hill’s recently developed town center Location close to major employers and exemplary schools Proforma development costs: 16 Midtown Cedar Hill Multifamily Site Map Midtown Cedar Hill Multifamily Rendering Project Metrics ($ in millions) Land $3 Construction & Closing Costs 31 Total Cost $34 FOR Equity $10 Project Financing $24 Cedar Hill multifamily occupancy rates >94%

Building Solid Pipeline of Multifamily Development Opportunities (Proforma) Proforma Project Cash Flows Proforma Forestar Cash Flows Project Date Sale Price Cost Cash From Sale Total Debt FOR Equity FOR Total Cash Cash Multiple* WHOLLY-OWNED Cedar Hill - Dallas 2015 42 – 46 (34) 8 – 12 24 10 20 2.0x VENTURES Eleven - Austin 2014 55 – 60 (40) 15 – 20 24 4 12 3.0x 360 - Denver 2015 65 – 70 (49) 16 – 21 32 4 11 2.8x Total Estimate $162 - 176 ($123) $39 – 53 $80 $18 $43 2.4x ($ in millions) * Cash multiples include fees 17 Site Pipeline Expected Ownership Proforma Units Target Completion Target Stabilization Westmont - Nashville, TN 15% 324 Q4 2014 Q4 2015 Charlotte, NC TBD 200 - 250 Q4 2014 Q4 2015

Note: Includes consolidated ventures Forestar Real Estate Sales Activity (Excluding Timberland & Multifamily Property Sales) Core Real Estate Business Strengthening 18 Growing lot sales and margin Reposition non-earning assets Executing low-investment, high-return multifamily business Capitalizing on growth opportunities Accelerating Value Realization

Oil & Gas First Quarter 2013 Highlights Building Momentum By Driving Leasing and Exploration to Increase Production and Reserves 19

Accelerating Value Realization Through Increased Oil Production Q1 2013 Highlights Oil production up over 113% or 78,700 barrels from Q1 2012, principally due to acquisition of Credo Petroleum 22 wells completed 13 wells in Bakken / Three Forks being drilled or completed; 46 wells producing ~20 wells in Kansas/Nebraska being drilled or completed Leased over 28,000 net mineral acres in Nebraska and Kansas for exploration ($ in millions) 20 Segment Earnings Reconciliation Q1 2012 vs. Q1 2013 Segment EBITDAX Reconciliation Q1 2012 vs. Q1 2013 ($ in millions) Note: EBITDAX = segment earnings before interest and taxes, plus depreciation, depletion, amortization, geological, geophysical, seismic and dry hole costs EBITDAX is a Non-GAAP financial measure. The reconciliation between GAAP and Non-GAAP financial measures is included in the appendix to this presentation and provided on the company’s investor relations website.

Bakken / Three Forks Drilling Activity Accelerating Production and Reserve Growth Bakken / Three Forks Leasehold Interests Net Mineral Acres ~6,000 Average working interest 8.0% Potential Units 50 Total Potential Gross Wells 400 1st Qtr. 2013 Activity Gross Wells Producing 46 Added in Q1 12 Drilling & Awaiting Frac 13 21 Bakken / Three Forks Proved Developed Producing Wells +4 +7 +24 +43 Actual Wells Planned Wells

Kansas and Nebraska Exploration Model – Scalable Investment Opportunity with Solid Returns Kansas / Nebraska Leasehold Interests Net Mineral Acres ~152,000 Net Mineral Acres Acquired in Q1 ~28,000 Identified Well Locations 86 Working Interest Range 30 - 100% 2013 Success Rate* >50% 22 Kansas / Nebraska Proved Developed Producing Wells +5 +10 +11 +10 +6 Actual Wells Planned Wells Single-Well Economics (Illustrative) Risked Completed Well Cost** $0.8 Well Production (BOE) 40,000 - 50,000 Total Well Revenues*** $3.1 Net Well Cash Flow $1.6 PV-10 $1.1 Returns (IRR) > 100% Q1 2013 KS & NE Well Activity Gross Wells Producing 69 Added in Q1 10 * Represents a well which produces commercial quantities of oil and/or natural gas ** Represents 1.5 dry hole costs @ $200,000 + 1.0 completed well cost at $500,000 for a 40% success rate *** Revenues assume $88 average oil price over life of the well Note: Actual results may vary from illustrations

2013 Capital Investment - Drilling Program Est. FY 2013 Q1 2013 State Formation Operation Capital Capital North Dakota Bakken / Three Forks Non-Operated $43.7 $7.1 Kansas & Nebraska Lansing – Kansas City Operated & Non-Operated 14.5 3.7 Texas, Louisiana & Other Cleveland / Rodessa / Glenrose / James Lime Operated & Non-operated 12.9 1.2 Oklahoma Deese Sand Non-Operated 1.4 -- Total Drilling & Completion* $72.5 $12.0 Generating Production and Reserve Growth By Accelerating Investment in Bakken Wells 23 Note: Exploration and production investment excludes lease acquisition and geological and geophysical expenses ($ in millions) *Represents total drilling and completion costs committed or paid in Q1 2013.

Accelerating Value Realization and Growing Net Asset Value Building Momentum By Accelerating Value Realization and Growing Net Asset Value Capitalizing on investments to accelerate earnings and cash flow Increasing oil production and proven reserves Focused on integration and execution of Credo acquisition 24 *BOE = Barrels of oil equivalent (converting natural gas to oil at 6 Mcfe / Bbl)

Other Natural Resources First Quarter 2013 Highlights Building Momentum Through Sustainable Harvests and Maximizing Recreational Lease Activity 25

Increased Harvest Activity Driving Improved Financial Results Q1 2013 Highlights Sold over 191,000 tons of fiber, up over 162,000 tons vs. Q1 2012 Average fiber pricing $15.65 per ton, up over 35% vs. Q1 2012 99% of land leased for recreation ($ in millions) 26 Segment Earnings (Loss) Reconciliation Q1 2012 vs. Q1 2013 Note: Segment results include costs of $1.0 million in Q1 2013 and $1.3 million in Q1 2012 associated with the development of our water initiatives

First Quarter 2013 Triple in FOR Initiatives Building Momentum By Accelerating Value Realization, Optimizing Transparency and Growing Net Asset Value 27

Our Focus: Triple In FOR Initiatives Q1 2013 Activity Focus on Accelerating Value Realization Triple Residential Lot Sales Lot sales up over 56% vs. Q1 2012 Oil production up over 113% vs. Q1 2012 Total segment earnings up almost 45% vs. Q1 2012 Sold stabilized multifamily project, generating approximately $10.9 million in earnings Triple Oil & Gas Production (Mcfe) Triple Total Segment EBITDA Optimize Transparency & Disclosure Expand Reported Oil and Gas Resource Potential Realigned business segments to better reflect operating strategy Additional Transparency on Water Interests Report Corporate Sustainability Results Raise NAV Through Strategic and Disciplined Investments Growth Opportunities which Prove Up Net Asset Value and Exceed Return Requirements Acquired leasehold interest in over 28,000 net mineral acres in NB & KS for exploration Acquired Azalea Park master-planned community in Nashville, TN Approved development of Cedar Hill multifamily community Accelerate Participation in Oil & Gas Working Interests Develop Low-Capital, High-Return Multifamily Business 28

EBITDA Average = $36 million Execution of Triple in FOR Initiatives Putting EBITDA Points on the Board EBITDA Average = $120 million Note: EBITDA = Total segment earnings (loss) + depreciation + depletion and amortization Total Segment EBITDA is a Non-GAAP financial measure. The reconciliation between GAAP and Non-GAAP financial measures is included in the appendix to this presentation and provided on the company’s investor relations website. 29 Multifamily Sales Lot Sales Commercial Tract Sales Income Producing Assets Lower Opex Lower Asset Impairments Oil Production Fiber Sales First Four Years Second Four Years Q1 2013 $30.8 million

For questions, please contact: Building Momentum By Accelerating Value Realization, Optimizing Transparency and Growing Net Asset Value 30 Anna Torma SVP Corporate Affairs Forestar Group Inc. 6300 Bee Cave Road Building Two, Suite 500 Austin, TX 78746 512-433-5312 annatorma@forestargroup.com

First Quarter 2013 Appendix Segment KPI’s Reconciliation of Non-GAAP Financial Measures Building Momentum By Accelerating Value Realization, Optimizing Transparency and Growing Net Asset Value 31

Q1 2013 Q1 2012 Residential Lot Sales Lots Sold 446 285 Average Price / Lot $51,900 $53,000 Gross Profit / Lot $21,100 $20,800 Commercial Tract Sales Acres Sold 3 - Average Price / Acre $382,700 - Land Sales Acres Sold 919 455 Average Price / Acre $2,900 $2,400 Segment Revenues ($ in Millions) $78.7 $17.9 Segment Earnings ($ in Millions) $19.4 $11.6 * 1st Qtr. 2013 real estate segment results include revenues of $41 million and earnings of $10.9 million associated with the sale of Promesa multifamily community we developed in Austin **1st Qtr. 2012 real estate segment results include a gain of $11.7 million associated with the sale of our 25% partnership interest in a commercial office project in Austin Note: Includes ventures 32 Real Estate Segment KPI’s * ** *

Q1 2013 Q1 2012 Leasing Activity Net Fee Acres Leased 310 805 Avg. Bonus / Acre $316 $357 Total Oil and Gas Interests* Oil Produced (Barrels) 147,900 69,200 Average Price / Barrel $89.19 $97.57 Natural Gas Produced (MMCF) 593.9 452.2 Average Price / MCF $3.27 $3.23 Total BOE 246,800 144,600 Average Price / BOE $61.30 $56.80 Segment Revenues ($ in Millions) $15.5 $9.4 Segment Earnings ($ in Millions) $5.1 $7.1 Producing Wells* (end of period) 965 534 * Includes our share of venture production: 70 MMCf in Q1 2013 and 90 MMCf in Q1 2012 33 Oil & Gas Segment KPI’s

34 Q1 2013 Q1 2013 Fiber Sales Pulpwood Tons Sold 120,600 24,400 Average Pulpwood Price / Ton $11.70 $10.18 Sawtimber Tons Sold 70,900 4,400 Average Sawtimber Price / Ton $22.36 $19.48 Total Tons Sold 191,500 28,800 Average Price / Ton $15.65 $11.59 Recreational Leases Average Acres Leased 122,700 130,900 Average Lease Rate / Acre $9.15 $8.80 Segment Revenues ($ in Millions) $3.3 $0.7 Segment Earnings (Loss) ($ in Millions) * $1.3 ($0.9) Other Natural Resources Segment KPI’s * Note: Segment results include costs of $1.0 million in Q1 2013 and $1.3 million in Q1 2012 associated with the development of our water initiatives

35 Forestar’s Total Segment EBITDA for the quarter ended March 31, 2013 and for the years ended December 31, 2012, 2011, 2010, 2009 and 2008 are non-GAAP financial measures within the meaning of Regulation G of the Securities and Exchange Commission. Non-GAAP financial measures are not in accordance with, or an alternative to, U.S. Generally Accepted Accounting Principles (GAAP). The company believes presenting non-GAAP Total Segment EBITDA is helpful to analyze financial performance without the impact of items that may obscure trends in the company’s underlying performance. A detailed reconciliation is provided below outlining the differences between these non-GAAP measures and the directly related GAAP measures. Quarter Full Year ($ in millions, except per share amounts) Q1 2013 2012 2011 2010 2009 2008 Total Segment Earnings (loss), in accordance with GAAP $25.8 $80.2 ($7.8) $23.2 $45.2 $62.0 Non-cash items, pre-tax Depreciation, Depletion & Amortization 5.0 10.6 7.1 5.0 5.5 5.1 Total Segment EBITDA $30.8 $90.8 ($0.7) $28.2 $50.7 $67.1 Reconciliation of Non-GAAP Financial Measures (Unaudited)

36 Forestar’s Oil and Gas Segment EBITDAX for the quarters ended March 31, 2013 and March 31, 2012 are non-GAAP financial measures within the meaning of Regulation G of the Securities and Exchange Commission. Non-GAAP financial measures are not in accordance with, or an alternative to, U.S. Generally Accepted Accounting Principles (GAAP). The company believes presenting non-GAAP Oil and Gas Segment EBITDAX is helpful to analyze financial performance without the impact of items that may obscure trends in the company’s underlying performance. A detailed reconciliation is provided below outlining the differences between these non-GAAP measures and the directly related GAAP measures. Quarter ($ in millions, except per share amounts) Q1 2013 Q1 2012 Oil and Gas Segment Earnings, in accordance with GAAP $5.1 $7.1 EBITDAX adjustments, pre-tax Depreciation, Depletion & Amortization 3.6 0.1 Geological, Geophysical, Seismic and Dry Hole Costs 1.3 0.2 Total Oil and Gas Segment EBITDAX $10.0 $7.4 Reconciliation of Non-GAAP Financial Measures (Unaudited)

37 2012 Segment Earnings – Recasted ($ in Millions) 1st Qtr. 2012 2nd Qtr. 2012 3rd Qtr. 2012 4th Qtr. 2012 Full Year 2012 Segment Earnings (Loss): Real Estate $11.6 $7.7 $12.7 $21.6 $53.6 Oil and Gas 7.1 5.0 7.3 7.2 26.6 Other Natural Resources (0.9) (0.5) 0.6 0.8 - Total Segment Earnings $17.8 $12.2 $20.6 $29.6 $80.2 Note: In Q1 2013, Forestar realigned its reportable segments to better reflect the operating strategy of its core businesses. With this change, we aggregated fiber and water resources operating results in other natural resources.

For questions, please contact: Building Momentum By Accelerating Value Realization, Optimizing Transparency and Growing Net Asset Value Anna Torma SVP Corporate Affairs Forestar Group Inc. 6300 Bee Cave Road Building Two, Suite 500 Austin, TX 78746 512-433-5312 annatorma@forestargroup.com 38