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 6, 2015

(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 incorporation or organization)	001-33662	(I.R.S. Employer 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 6, 2015, Forestar Group Inc. (the “Company”) issued a press release announcing the Company’s results for the quarter ended March 31, 2015. A copy of the press release is furnished as Exhibit 99.1 of this report.

Item 7.01. Regulation FD Disclosure

On May 6, 2015, management of the Company will participate in a conference call discussing the Company’s results for the quarter ended March 31, 2015. A copy of the presentation materials to be used by management is furnished as Exhibit 99.2 of this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Press release issued by the Company on May 6, 2015, announcing the Company’s results for the quarter ended March 31, 2015.
99.2	Presentation materials to be used by management in a conference call on May 6, 2015, discussing the Company’s results for the quarter ended March 31, 2015.

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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 6, 2015	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 6, 2015, announcing the Company’s results for the quarter ended March 31, 2015.
99.2	Presentation materials to be used by management in a conference call on May 6, 2015, discussing the Company’s results for the quarter ended March 31, 2015.

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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 2015 RESULTS

AUSTIN, TEXAS, May 6, 2015—Forestar Group Inc. (NYSE: FOR) today reported a first quarter2015 net loss of approximately ($8.2) million, or ($0.24) per share outstanding, compared with first quarter2014 net income of approximately $8.3 million, or $0.19 per share outstanding.

"Our first quarter operating results were adversely impacted principally by timing of real estate sales activity and lower commodity prices. We sold less than 300 residential lots during first quarter along with minimal tract and undeveloped land sales. However, given our current backlog of lots under contract and low new home inventories in a majority of our active communities, we still expect to sell 1,800 - 1,900 lots in 2015. In addition, lower oil and gas prices more than offset an 85% increase in working interest oil production compared with first quarter 2014. We also incurred approximately $2.8 million of restructuring costs in first quarter 2015 associated with the execution of our initiatives to significantly reduce planned oil and gas operating costs and capital expenditures as compared with 2014. These restructuring costs were principally associated with the closure of our Fort Worth office and staff reductions. Going forward we are focused on improving profitability and creating value in our real estate segment by increasing lot and tract sales margins and on generating cash flow from our oil and gas assets by significantly lowering capital investments and operating costs," said Jim DeCosmo, president and chief executive officer of Forestar Group.

First Quarter2015 Significant Highlights

• Sold 289 developed residential lots; highest quarterly average lot price and profit per lot since becoming a public company

• Increased working interest oil production over 85% compared with first quarter 2014

Forestar manages its operations through three business segments: real estate, oil and gas and other natural resources.

REAL ESTATE

First Quarter2015 Significant Highlights (Includes Ventures)

• Sold 289 developed residential lots for over $76,000 per lot and average gross profit of almost $37,600 per lot

• Sold 33 commercial acres for $314,400 per acre

• Sold 731 acres of undeveloped land for nearly $2,800 per acre

Segment Financial Results:

($ in millions)	Q1 2015		Q1 2014	Q4 2014
Segment Revenues		$32.8	$65.5	$60.0
Segment Earnings		$9.1	$23.6	$30.0

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Real estate segment earnings decreased in first quarter 2015 compared with first quarter 2014 principally due to lower undeveloped land and residential lot sales. In first quarter 2015, average lot prices were over $76,000 per lot and average gross profit was almost $37,600 per lot, the highest average quarterly lot prices and margins reported, reflecting stable homebuilder demand in our markets. Real estate segment earnings decreased in first quarter 2015 compared with fourth quarter 2014 primarily due to lower undeveloped land sales, and $7.9 million in gains in fourth quarter 2014 primarily related to bond proceeds from the Cibolo Canyons Special Improvement District and sale of a land purchase contract.

OIL AND GAS

First Quarter2015 Significant Highlights (Includes Ventures)

• Increased working interest oil production by over 85% compared with first quarter 2014, principally due to capital investments in the Bakken/Three Forks

• Generated gains of $1.2 million principally associated with the sale of leasehold interests in 290 net mineral acres in the Bakken/Three Forks for $2.0 million

• Added 17 Bakken/Three Forks gross wells; 10 Bakken/Three Forks gross wells waiting on completion at quarter-end principally related to well commitments in 2014

Segment Financial Results:

($ in millions)	Q1 2015			Q1 2014	Q4 2014
Segment Revenues	$13.2			$17.6	$18.2
Segment Earnings (Loss)		($2.9	)	$0.8	($39.0)

Oil and gas segment earnings decreased in first quarter 2015 compared with first quarter 2014 principally due to lower oil prices and approximately $2.8 million in restructuring costs associated with termination of our Fort Worth office lease, retention bonus awards and severance costs associated with staff reductions, which were partially offset by $1.2 million in gains associated with sale of 290 net acres of leasehold interest in the Bakken/Three Forks. Oil and gas segment results improved in first quarter 2015 compared with fourth quarter 2014 principally due to $30.6 million in non-cash impairment charges in fourth quarter 2014 associated with proved properties and unproved leasehold interests primarily due to the significant decline in oil prices.

OTHER NATURAL RESOURCES

First Quarter2015 Significant Highlights (Includes Ventures)

• Sold nearly 47,600 tons of fiber for $14.07 per ton

Segment Financial Results:

($ in millions)	Q1 2015	Q1 2014	Q4 2014
Segment Revenues	$1.8	$1.6	$2.1
Segment Earnings (Loss)	($0.4)	($0.5)	$3.3

First quarter 2015 other natural resources segment results increased compared with first quarter 2014 principally due to $0.1 million in revenues generated from a previously announced groundwater reservation agreement. First quarter 2015 other natural resources segment earnings decreased compared with fourth quarter 2014 principally due to the benefit of a $2.7 million gain related to termination of a timber lease in connection with the sale of the remaining 2,000 acres from the Ironstob venture in fourth quarter 2014.

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OUTLOOK

Maximizing Real Estate Value

“We are well positioned to capitalize on housing through residential lot and tract sales and to deliver the greatest value from every acre by increasing lot margins. We anticipate residential lot sales in 2015 to be in the range of 1,800 - 1,900 lots, with average lot margins up over 2014. Our multifamily team continues to capitalize on stable supply and demand in our target markets through the development of high-quality multifamily communities. Construction is continuing on over 1,700 units in five projects. 

Focused on Generating Cash Flow from Oil and Gas

“We expect 2015 oil and gas production to remain essentially flat compared with 2014, despite a significant reduction in capital investments. We have restructured our oil and gas business to focus on generating cash flow by significantly lowering planned capital investments and segment operating expenses compared with 2014. Drilling and completion activity in the first quarter was primarily related to well commitments in 2014, with 17 gross Bakken/Three Forks wells (10% average working interest) generating initial production and 10 gross wells waiting on completion. Only seven new gross wells were approved in first quarter 2015 for $8.9 million of additional investment, all in the core of the Bakken/Three Forks and expected to meet disciplined return criteria. Given current commodity prices, we anticipate new well proposals to continue to decline compared with 2014.

Strategic Alternatives

“The Board of Directors and management team continue to evaluate strategic alternatives to enhance shareholder value, including a review of the oil and gas business. Going forward, Forestar is well positioned with an experienced team and a solid balance sheet, with a commitment to maximize value for all shareholders,” concluded Mr. DeCosmo.

The Company will host a conference call on May 6, 2015 at 10:00 am ET to discuss results of first quarter 2015. 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 1-877-415-3185 at least 15 minutes prior to the start of the meeting. Those wishing to access the call from outside North America should dial 1-857-244-7328. 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 69043071.

About Forestar Group

Forestar Group Inc. operates in three business segments: real estate, oil and gas and other natural resources. At first quarter-end 2015, the real estate segment owns directly or through ventures over 112,000 acres of real estate located in 11 states and 14 markets in the U.S. The real estate segment has 11 real estate projects representing approximately 24,400 acres currently in the entitlement process, and 74 entitled, developed and under development projects in ten states and 13 markets encompassing over 11,200 acres, comprised of over 18,500 planned residential lots and approximately 2,000 commercial acres. The oil and gas segment includes approximately 960,000 net acres of oil and gas mineral interests, with approximately 590,000 acres of fee ownership located principally in Texas, Louisiana, Georgia, and Alabama, and approximately 370,000 net acres of leasehold interests principally located in Nebraska, Kansas, Oklahoma, North Dakota and Texas. These leasehold interests include about 9,000 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 but 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

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from mortgage credit rates or 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
	2015			2014
	(In thousands)
Revenues:
Real estate	$	32,830		$	65,480
Oil and gas	13,185			17,554
Other natural resources	1,790			1,571
Total revenues	$	47,805		$	84,605
Segment earnings (loss):
Real estate	$	9,066		$	23,575
Oil and gas	(2,941		)	807
Other natural resources	(391		)	(528		)
Total segment earnings	5,734			23,854
Items not allocated to segments:
General and administrative expense	(6,020		)	(5,168		)
Share-based and long-term incentive compensation expense (a)	(3,458		)	(313		)
Interest expense	(8,821		)	(5,503		)
Other corporate non-operating income	48			122
Income (loss) before taxes	(12,517		)	12,992
Income tax (expense) benefit	4,359			(4,658		)
Net income (loss) attributable to Forestar Group Inc.	$	(8,158	)	$	8,334
Net income (loss) per common share:
Diluted	$	(0.24	)	$	0.19
Weighted average common shares outstanding (in millions):
Diluted (b)	34.2			43.9

	First Quarter
Supplemental Financial Information:	2015		2014
	(In thousands)
Cash and cash equivalents	$	126,262	$	147,979
Borrowings under credit facility	—		200,000
Senior secured notes	250,000		—
Convertible senior notes, net of discount	104,020		100,716
Tangible equity unit notes, net of discount	15,092		23,201
Other debt (c)	65,301		21,495
Total debt	$	434,413	$	345,412
Net debt	$	308,151	$	197,433

 _____________________

^(a)   Share-based and long-term incentive compensation expense increased principally as result of a two percent increase in our stock price since year-end 2014, compared with a 16 percent decrease in our stock price in first quarter 2014 since year-end 2013, which impacted the value of vested cash-settled awards.

^(b)  First quarter 2014 weighted average diluted shares outstanding includes 7.9 million associated with our tangible equity units issued during fourth quarter 2013.

^(c)  First quarter-end 2015 debt consists principally of $45.7 million of senior secured loans for two multifamily properties. Excludes approximately $123.5 million of unconsolidated venture debt and approximately $15.5 million of outstanding letters of credit.

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FORESTAR GROUP INC.

REAL ESTATE SEGMENT

PERFORMANCE METRICS

	First Quarter
	2015		2014
REAL ESTATE
Owned, Consolidated & Equity Method Ventures:
Residential Lots Sold	289		974
Revenue per Lot Sold	$	76,233	$	42,605
Commercial Acres Sold	33		—
Revenue per Commercial Acre Sold	$	314,438	$	—
Undeveloped Acres Sold	731		9,329
Revenue per Acre Sold	$	2,758	$	2,113
Owned & Consolidated Ventures:
Residential Lots Sold	242		836
Revenue per Lot Sold	$	73,064	$	40,161
Commercial Acres Sold	4		—
Revenue per Commercial Acre Sold	$	329,863	$	—
Undeveloped Acres Sold	731		9,329
Revenue per Acre Sold	$	2,758	$	2,113
Ventures Accounted For Using the Equity Method:
Residential Lots Sold	47		138
Revenue per Lot Sold	$	92,551	$	57,410
Commercial Acres Sold	29		—
Revenue per Commercial Acre Sold	$	312,237	$	—
Undeveloped Acres Sold	—		—
Revenue per Acre Sold	$	—	$	—

FIRST QUARTER 2015

REAL ESTATE PIPELINE

Real Estate	Undeveloped	In Entitlement Process	Entitled	Developed & Under Development	Total Acres (a)
Undeveloped Land
Owned	71,910
Ventures	4,539				76,449
Residential
Owned		21,762	7,670	512
Ventures			847	199	30,990
Commercial
Owned		2,668	1,088	536
Ventures			237	117	4,646
Total Acres	76,449	24,430	9,842	1,364	112,085
Estimated Residential Lots			16,184	2,352	18,536

 _____________________

^(a)  Excludes acres associated with commercial and income producing properties.

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FORESTAR GROUP INC.

OIL AND GAS SEGMENT

PERFORMANCE METRICS

	First Quarter
	2015		2014
Leasing Activity from Owned Mineral Interests
Acres Leased	800		1,741
Average Bonus / Acre	$	349	$	343
Delay Rentals Received	$	70,000	$	—
Oil & Gas Production
Royalty Interests(a)
Gross Wells (at end of the period)	553		547
Oil Production (Barrels) (b)	35,500		32,700
Average Oil Price ($ / Barrel)	$	50.48	$	85.38
Natural Gas Production (MMcf)	259.8		286.1
Average Natural Gas Price ($ / Mcf)	$	3.45	$	3.69
BOE Production (c)	78,900		80,400
Average Price ($ / BOE)	$	34.13	$	47.87
Working Interests
Gross Wells (at end of the period)	443		500
Oil Production (Barrels) (b)	258,100		139,300
Average Oil Price ($ / Barrel)	$	36.84	$	87.60
Natural Gas Production (MMcf)	260.6		200.4
Average Natural Gas Price ($ / Mcf)	$	2.91	$	5.34
BOE Production (c)	301,500		172,700
Average Price ($ / BOE)	$	34.05	$	76.86
Total Oil & Gas Interests
Gross Wells (d) (at end of the period)	963		1,014
Oil Production (Barrels) (b)	293,600		172,000
Average Oil Price ($ / Barrel)	$	38.50	$	87.18
Natural Gas Production (MMcf)	520.4		486.5
Average Natural Gas Price ($ / Mcf)	$	3.18	$	4.37
BOE Production (c)	380,400		253,100
Average Price ($ / BOE)	$	34.07	$	67.64
Average Daily Production
BOE per Day
Royalty Interests	877		893
Working Interests	3,350		1,919
Total	4,227		2,812
Working Interests BOE per Day
North Dakota	2,109		810
Kansas/Nebraska	672		539
Texas, Louisiana and Other	569		570
Total	3,350		1,919

 _____________________

^(a)  Includes our share of venture activity in which we own a 50% interest. Our share of natural gas production is 42 MMcf in first quarter2015 and 53 MMcf in first quarter2014.

^(b)  Oil production includes natural gas liquids (NGLs).

^(c)  BOE – Barrels of oil equivalent (converting natural gas to oil at 6 Mcfe / Bbl).

^(d)  Includes wells operated by third-party lessees/operators. Represent wells in which we own a royalty or working interest in a producing well. Excludes 33 working interest wells infirst quarter2015and2014as we also own a royalty interest in these wells.

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FORESTAR GROUP INC.

OIL AND GAS SEGMENT

	First Quarter
	2015	2014
Well Activity
Mineral Interests Owned(a)
Net Acres Held By Production	36,000	36,000
Gross Wells Drilled	—	—
Productive Gross Wells	553	547
Mineral Interests Leased
Net Acres Held By Production (b)	48,000	37,000
Gross Wells Drilled	19	21
Productive Gross Wells (c)	410	467
Total Well Activity
Net Acres Held By Production	84,000	73,000
Gross Wells Drilled	19	21
Productive Gross Wells	963	1,014

 _____________________

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

^(b)  Excludes approximately 8,000 net acres in which we have an overriding royalty interest.

^(c)  Excludes approximately 1,200 wells in which we have an overriding royalty and 33 working interest wells as we also own a royalty interest in these wells.

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FORESTAR GROUP INC.

OIL AND GAS SEGMENT

MINERAL INTERESTS

MINERAL INTERESTS OWNED ^(a) 

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 (b)	Held By     Production (c)	Total (d)
		(Net acres)
Texas	209,000	16,000	27,000	252,000
Louisiana	131,000	4,000	9,000	144,000
Georgia	152,000	—	—	152,000
Alabama	40,000	—	—	40,000
California	1,000	—	—	1,000
Indiana	1,000	—	—	1,000
	534,000	20,000	36,000	590,000

 _____________________

^(a)  Includes ventures.

^(b)  Includes leases in primary lease term or for which a delayed rental payment has been received. In the ordinary course of business, leases covering a significant portion of leased owned net mineral acres may expire from time to time in a single reporting period.

^(c)  Acres being held are producing oil or gas in paying quantities.

^(d)  Texas, Louisiana, California and Indiana net acres are calculated as the gross number of surface acres multiplied by our percentage ownership of the mineral interest. Alabama and Georgia net acres are calculated as the gross number of surface acres multiplied by our estimated percentage ownership of the mineral interest based on county sampling.

MINERAL INTERESTS LEASED

Forestar’s oil and gas segment includes approximately 370,000 net mineral acres of leasehold interests principally located in Nebraska, Kansas, Oklahoma, Texas and North Dakota.

State	Undeveloped	Held By Production (a)	Total
Nebraska	249,000	11,000	260,000
Kansas	16,000	8,000	24,000
Oklahoma	23,000	18,000	41,000
Texas	11,000	2,000	13,000
North Dakota	4,000	5,000	9,000
Other	19,000	4,000	23,000
	322,000	48,000	370,000

 _____________________

^(a)  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
	2015		2014
Fiber Sales
Pulpwood tons sold	27,500		28,200
Average pulpwood price per ton	$	8.63	$	9.66
Sawtimber tons sold	20,100		28,900
Average sawtimber price per ton	$	21.50	$	21.71
Total tons sold	47,600		57,100
Average stumpage price per ton (a)	$	14.07	$	15.77
Recreational Activity
Average recreational acres leased	109,700		115,200
Average price per leased acre	$	8.66	$	9.24

 _____________________

^(a)  Average stumpage price per ton is based on gross revenues less cut and haul costs.

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FORESTAR GROUP INC.

PROJECTS IN ENTITLEMENT

A summary of our real estate projects in the entitlement process ^(a) at first quarter-end2015 follows:

Project	County	Market	Project Acres (b)
California
Hidden Creek Estates	Los Angeles	Los Angeles	700
Terrace at Hidden Hills	Los Angeles	Los Angeles	30
Georgia
Ball Ground	Cherokee	Atlanta	500
Crossing	Coweta	Atlanta	230
Fincher Road	Cherokee	Atlanta	3,890
Garland Mountain	Cherokee/Bartow	Atlanta	350
Martin’s Bridge	Banks	Atlanta	970
Mill Creek	Coweta	Atlanta	770
Wolf Creek	Carroll/Douglas	Atlanta	12,230
Yellow Creek	Cherokee	Atlanta	1,060
Texas
Lake Houston	Harris/Liberty	Houston	3,700
Total			24,430

 _____________________

^(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 activity within our projects in the development process, which includes entitled ^(a), developed and under development real estate projects, at first quarter-end2015 follows:

				Residential Lots (c)		Commercial Acres (d)
Project	County	Interest     Owned (b)		Lots Sold Since Inception	Lots Remaining	Acres Sold Since Inception	Acres Remaining (e)
Projects we own
California
San Joaquin River	Contra Costa/Sacramento	100	%	—	—	—	288
Colorado
Buffalo Highlands	Weld	100	%	—	164	—	—
Johnstown Farms	Weld	100	%	281	313	2	3
Pinery West	Douglas	100	%	45	41	20	106
Stonebraker	Weld	100	%	—	603	—	—
Georgia
Seven Hills	Paulding	100	%	806	277	26	113
The Villages at Burt Creek	Dawson	100	%	—	1,715	—	57
Other projects (17)	Various	100	%	207	2,765	—	705
North & South Carolina
Habersham	York	100	%	—	187	—	—
Walden	Mecklenburg	100	%	—	387	—	—
Tennessee
Beckwith Crossing	Wilson	100	%	—	99	—	—
Morgan Farms	Williamson	100	%	71	102	—	—
Weatherford Estates	Williamson	100	%	—	17	—	—
Texas
Arrowhead Ranch	Hays	100	%	—	381	—	11
Bar C Ranch	Tarrant	100	%	339	766	—	—
Barrington Kingwood	Harris	100	%	160	20	—	—
Cibolo Canyons	Bexar	100	%	921	848	130	56
Harbor Lakes	Hood	100	%	223	226	13	8
Hunter’s Crossing	Bastrop	100	%	510	—	41	62
Imperial Forest	Harris	100	%	—	428	—	—
La Conterra	Williamson	100	%	202	—	3	55
Lakes of Prosper	Collin	100	%	120	167	4	—
Lantana	Denton	100	%	1,168	613	11	1
Maxwell Creek	Collin	100	%	941	60	10	—
Oak Creek Estates	Comal	100	%	242	312	13	—
Parkside	Collin	100	%	—	200	—	—
River's Edge	Denton	100	%	—	202	—	—
Stoney Creek	Dallas	100	%	221	487	—	—
Summer Creek Ranch	Tarrant	100	%	982	269	35	44
Summer Lakes	Fort Bend	100	%	617	452	56	—
Summer Park	Fort Bend	100	%	69	130	28	68
The Colony	Bastrop	100	%	454	1,431	22	31
The Preserve at Pecan Creek	Denton	100	%	556	226	—	7
Village Park	Collin	100	%	567	—	3	2
Westside at Buttercup Creek	Williamson	100	%	1,496	1	66	—
Other projects (7)	Various	100	%	1,561	22	133	7

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				Residential Lots (c)		Commercial Acres (d)
Project	County	Interest Owned (b)		Lots Sold Since Inception	Lots Remaining	Acres Sold Since Inception	Acres Remaining  (e)
Other
Other projects (3)	Various	100	%	543	320	—	—
				13,302	14,231	616	1,624
Projects in entities we consolidate
Texas
City Park	Harris	75	%	1,311	504	52	113
Timber Creek	Collin	88	%	—	601	—	—
Willow Creek Farms II	Waller/Fort Bend	90	%	90	160	—	—
Other projects (2)	Various	Various		10	198	—	18
				1,411	1,463	52	131
Total owned and consolidated				14,713	15,694	668	1,755
Projects in ventures that we account for using the equity method
Texas
Entrada	Travis	50	%	—	821	—	—
Fannin Farms West	Tarrant	50	%	324	—	—	12
Harper’s Preserve	Montgomery	50	%	315	1,413	30	49
Lantana - Rayzor Ranch	Denton	25	%	1,163	—	30	28
Long Meadow Farms	Fort Bend	38	%	1,423	381	187	118
Southern Trails	Brazoria	80	%	810	186	—	1
Stonewall Estates	Bexar	50	%	349	41	—	—
Other projects (2)	Various	Various		—	—	—	15
Total in ventures				4,384	2,842	247	223
Combined total				19,097	18,536	915	1,978

 _____________________

^(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 or accounted for using the equity method.

^(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)  Excludes acres associated with commercial and income producing properties.

A summary of our significant commercial and income producing properties at first quarter-end2015 follows:

Project	Market	Interest     Owned (a)		Type	Acres	Description
Radisson Hotel	Austin	100	%	Hotel	2	413 guest rooms and suites
Eleven	Austin	100	%	Multifamily	3	257-unit luxury apartment
Midtown (b)	Dallas	100	%	Multifamily	13	354-unit luxury apartment
360° (b)	Denver	20	%	Multifamily	4	304-unit luxury apartment
Acklen (b)	Nashville	30	%	Multifamily	6	320-unit luxury apartment
HiLine (b)	Denver	25	%	Multifamily	6	385-unit luxury apartment
Elan 99 (b)	Houston	90	%	Multifamily	14	360-unit luxury apartment

 _____________________

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

^(b)  Construction in progress.

13

EX-99.2

First Quarter 2015 Financial Results May 6, 2015

Notice to Investors This presentation 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 but 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 rates or 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

Segment Results Adversely Impacted Principally By Timing of Real Estate Sales and Lower Commodity Prices • 1st quarter 2014 real estate segment results include $2.3 million in charges, pre‐tax, associated with additional costs at two  multifamily venture projects • 1st quarter 2014 real estate segment results include earnings of $16.2 million from the sale of over 9,300 acres of undeveloped land • 1st quarter 2015 oil and gas segment results include $2.8 million in restructuring costs principally associated with the termination of  the office lease in Fort Worth, severance costs associated with staff reductions, and retention bonus accruals • Share‐based and long‐term incentive compensation expense increased from $0.3 million in 1st quarter 2014 to $3.5 million in 1st  quarter 2015 principally due to an increase in our stock price and the impact on our cash settled awards 3 ($ in Millions, except per share data) 1st Quarter 2015 1st Quarter 2014 Revenue $47.8 $84.6 Net Income (Loss) ($8.2) $8.3 Earnings (Loss) Per Share ($0.24) $0.19 Segment Earnings (Loss) Real Estate $9.1 $23.6 Oil and Gas (2.9)         0.8 Other Natural Resources (0.4) (0.5) Total Segment Earnings $5.8 $23.9

Morgan Farms - Tennessee

First Quarter 2015 Real Estate Results Negatively Impacted By Lower Undeveloped Land Sales ($3.4) ($1.5) $23.6 $3.5 $2.3 ($14.9) ($0.5) $9.1 $0 $10 $20 $30 $40 Q1 2014 Multifamily and Income Producing Properties* Residential & Commercial Tract Sales Undeveloped Land Sales Lot Sales Opex Asset Impairments Q1 2015 Segment Earnings Reconciliation Q1 2014 vs. Q1 2015 ($ in millions) Q1 2015 Sales Activity Residential Lots – 289 lots • >$76,200 avg. price per lot - up >26% vs Q1 2014** • >$37,500 gross profit per lot - up >50% vs Q1 2014** Undeveloped Land – 731 acres • Average $2,800 per acre Commercial Tracts – 33 acres • > $314,400 per acre Other Highlights Acquired three future community sites for $19 million • ~ 600 potential future lots Realized $4.4 million in cash and full repayment of Discovery of Spring Trails loan 5Note: Includes ventures *Q1 2014 income producing properties results include $2.3 million in charges associated with additional costs at two multifamily venture projects. ** Excluding bulk sales of 367 lots in first quarter 2014

Lower Oil Prices Expected to Slow Texas Job Growth, But Real Estate Markets Well Positioned With Low Inventories and Increased Affordability 6 Texas markets expected to experience slower job growth with decline in oil prices Texas Housing Inventories Below Equilibrium* 0.00 0.50 1.00 1.50 2.00 2.50 3.00 3.50 0 5,000 10,000 15,000 20,000 25,000 30,000 Housing Inventory Months of Supply Equilibrium M o n t h s   o f   S u p p l y N e w   H o m e   I n v e n t o r i e s March 2015 Employment Growth March 2015 vs. March 2014 Austin 2.5% DFW 3.6% Houston 2.9% San Antonio 3.3% U.S. Average 2.3% <10% of Forestar Total Real Estate Investment Located in Houston Vacant new home inventories remain near historic lows in primary Texas markets Source: Bureau of Labor Statistics *Source: Metrostudy

Delivering High-Quality Multifamily Projects and Building Pipeline of Future Development Opportunities Multifamily Development Projects Project Market % Complete Units FOR Ownership Expected Total Development Cost Expected Total FOR Contribution Eleven Austin 100% 257 100% $40 $25 Midtown Dallas 99% 354 100% 35 - 40 10 – 11 360° Denver 87% 304 20% 50 - 55 4 – 5 Acklen Nashville 85% 320 30% 55 - 60 6 – 7 HiLine Denver 19% 385 25% 70 - 75 6 – 7 Elan 99* Houston 7% 360 90% 50 - 55 14 – 15 1,980 60% $300 - 325 $65 – 70 Development Pipeline Expected Units Charlotte, NC – Dilworth 379 Nashville, TN – Music Row 230 Austin, TX – Downtown Edge 275 * FOR is limited partner and not developer of this project Note: Eleven 75% partner interest in venture was  purchased for $21.5 million in 3rd quarter 2014.  7Note: Based on estimates, actual results may vary

First Quarter 2015 Real Estate Pipeline 8 Real Estate Undeveloped In  Entitlement Entitled Developed & Under Development Total Acres Undeveloped Land Owned 71,910 76,449 Ventures 4,539 Residential    Owned 21,762 7,670 512 30,990 Ventures 847 199 Commercial Owned 2,668 1,088 536 4,646 Ventures 237 117 Total Acres 76,449 24,430 9,842 1,364 112,085 Estimated Residential Lots 16,184 2,352 18,536 Developed Lots = 1,076 Lots Under Development = 1,276 2014 Sales Activity $2,200 / acre $60,000 / lot* Q1 2015 FOR Basis ~$600 / acre ~$1,675 / acre ~$18,000 / lot ~$35,000 / lot * Excludes bulk sales

Real Estate Business Focused on Delivering the Greatest Value From Every Acre Maximizing Value Realization Capitalizing on housing markets by increasing lot margins • Average residential lot prices and margins at record levels • Over 1,200 residential lots under contract • Anticipate 2015 lot sales of 1,800 – 1,900 lots Marketing $15 million of commercial tracts (~36 acres) Strategic and disciplined acquisitions • Q1 2015 Community development acquisitions = $19 million • Acquired 3 future community sites (600 future lots) in Charlotte, Houston and Tucson • Building solid pipeline of multifamily properties • 6 projects - 1,980 units stabilized or under construction • 3 future development sites with over 880 expected units 9 1,707 $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 0 500 1,000 1,500 2,000 2,500 3,000 3,500 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Est. Bulk Lot Sales Lot Sales Average Lot Margin Average Lot Margin Excl. Bulk Sales A v e r a g e L o t M a r g i n Annual Lot Sales and Average Lot Margin 3,539 1,060 642 804 1,117 1,365 1,883 2,343 ~1,850

Georgia

Harvesting Value From Timberland and Water Rights Segment Earnings (Loss) Reconciliation Q1 2014 vs. Q1 2015 ($ in millions) ($0.5) ($0.4) $0.1 ($1.0) ($0.8) ($0.6) ($0.4) ($0.2) $0.0 Q1 2014 Water Sales Q1 2015 S e g m e n t ( L o s s ) Q1 2015 Highlights $0.1 million in earnings from existing groundwater reservation agreement Sold nearly 48,000 tons of fiber, 17% lower vs. Q1 2014 due to reduced harvest activity Average fiber pricing $14.07 per ton, down 11% vs. Q1 2014 due to higher mix of pulpwood 11Note: Includes ventures

The Bakken - North Dakota The Bakken - North Dakota

Lower Oil Prices and Restructuring Costs Negatively Impacted Segment Results $0.8 $1.2 $1.5 ($1.6) ($1.4) ($13.7) ($2.9)($1.2) ($5.0) ($3.0) ($1.0) $1.0 $3.0 $5.0 $7.0 $9.0 $11.0 $13.0 $15.0 Q1 2014 Working Interest Volumes Exploration Costs Gain on Sales Impairment Costs Working Interest Pricing Operating Expenses** Legacy Minerals Working Interest Cost of Producing Activities Q1 2015 S e g m e n t E a r n i n g s ( L o s s ) $0.8 $10.7 $9.8 $10.7 $1.5 ($1.4) ($13.7) $0.8 ($1.4) ($1.6) $4.7 ($1.2) $0.0 $10.0 $20.0 $30.0 Q1 2014 Working Interest Volumes Exploration Costs Gain on Sales Impairment Costs Working Interest Pricing Operating Expenses DD&A Legacy Minerals Working Interest Cost of Producing Activities Q1 2015 S e g m e n t E B I T D A X $1.2 Segment Earnings (Loss) Reconciliation Q1 2014 vs. Q1 2015 ($ in millions) Segment EBITDAX Reconciliation Q1 2014 vs. Q1 2015 ($ in millions) Note: EBITDAX = segment earnings before interest and taxes, plus depreciation, depletion, amortization, impairments 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. Q1 2015 Highlights • Working interest oil volume up 85% vs. Q1 2014* • Avg. working interest oil price down nearly 58% vs. Q1 2014* • Royalty interest total production volume down 2% vs. Q1 2014 • Average ~2,300 BOEPD initial production • Sold 290 acres of principally non-core leasehold interests in Bakken/Three Forks for $2.0 million in proceeds, $1.2 million in earnings 13 * Note: Oil volumes and prices include NGL’s ** Includes $2.8 million of restructuring costs ***Assumes 8 Bakken / Three Forks wells per 1,280 acre spacing unit ** Bakken Three Forks Well Pipeline Potential*** AFE’s  Approved  Q1 2015 Non‐ Consent AFE’s in  Q1 2015 Currently  Drilling Waiting On Comp. Wells IP’d Total  Producing Q1 2015 Gross Wells >300 7 4 7 10 17 137 Avg. WI 10% 14% 16% 14% 9% 10% 7%

Oil and Gas Capital and Cost Reduction Initiatives On-Track Oil and Gas Strategic Initiatives: Planned 50% reduction in operating  expenses vs 2014** • Closed Fort Worth office • Reduced headcount by ~50%  2015 capital investments expected to be  down significantly vs. 2014 • 2015 investments principally associated  with 2014 well commitments and  completions • Core Bakken / Three Forks opportunities  that meet disciplined return criteria • Expect drilling activity to continue to slow  at current strip pricing Target cash flow positive in 2015** 14* Excluding $2.8 million in restructuring costs $4.2 $3.0* $0.0 $1.0 $2.0 $3.0 $4.0 $5.0 Q1 2014 Q1 2015 S e g m e n t   G & A   E x p e n s e s Oil and Gas Segment Operating Expenses Q1 2014 vs. Q1 2015 ** Excluding restructuring costs; actual results may vary

Strategic Review Update 15

Comprehensive Strategic Review Driven By Commitment To Maximize Long‐Term Shareholder Value Board, management and financial advisors continue to explore strategic alternatives to  enhance shareholder value, including review of oil and gas business ̶ Concurrently, Company plans to reduce 2015 oil and gas operating expenses by 50%* vs.  2014 and significantly lower oil and gas capital investments 16* Excluding restructuring costs

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Real Estate Segment KPI’s Q1 2015 Q1 2014 Residential Lot Sales Lots Sold 289 974 Average Price / Lot* $76,200 $42,600 Gross Profit / Lot* $37,500 $16,300 Commercial Tract Sales Acres Sold 33 ----- Average Price / Acre $314,400 ----- Land Sales Acres Sold 731 9,329 Average Price / Acre $2,800 $2,100 Segment Revenues ($ in Millions) $32.8 $65.5 Segment Earnings ($ in Millions) $9.1 $23.6 * Q1 2014 average sales prices was approximately $60,300 per lot and average gross profit was approximately $24,900 per lot, excluding almost 370 bulk lot sales. Note: Includes ventures 19

Other Natural Resources Segment KPI’s Q1 2015 Q1 2014 Fiber Sales Pulpwood Tons Sold 27,500 28,200 Average Pulpwood Price / Ton $8.63 $9.66 Sawtimber Tons Sold 20,100 28,900 Average Sawtimber Price / Ton $21.50 $21.71 Total Tons Sold 47,600 57,100 Average Price / Ton $14.07 $15.77 Recreational Leases Average Acres Leased 109,700 115,200 Average Lease Rate / Acre $8.66 $9.24 Segment Revenues ($ in Millions) $1.8 $1.6 Segment Earnings (Loss) ($ in Millions) * ($0.4) ($0.5) *Note: Segment results include costs of $1.0 million in Q1 2015 and $1.2 million in Q1 2014 associated with the development of our water initiatives. 20

Oil and Gas Segment KPI’s Q1 2015** Q1 2014 Fee Leasing Activity Net Fee Acres Leased 800 1,700 Avg. Bonus / Acre $350 $340 Total Oil and Gas Interests* Oil Produced (Barrels) 270,000 156,900 Average Price / Barrel $40.18 $91.40 NGL Produced (Barrels) 23,700 15,000 Average Price / Barrel $19.28 $43.11 Natural Gas Produced (MMCF) 520.4 486.5 Average Price / MCF $3.18 $4.37 Total BOE 380,400 253,100 Average Price / BOE $34.07 $67.64 Segment Revenues ($ in millions) $13.2 $17.6 Segment Earnings (Loss) ($ in millions) ($2.9) $0.8 Producing Wells (end of period) 963 1,014 * Includes our share of venture production: 42 MMcf in Q1 2015 and 53 MMcf in Q1 2014 ** First quarter 2015 oil and gas segment results include $2.8 million in restructuring costs associated with termination of Fort Worth office lease, retention bonus awards and employee severance costs and $1.2 million in gains associated with the sale of approximately 290 net acres of oil and gas leasehold interests in North Dakota. 21

First Quarter 2015 Earnings Reconciliation $8.3 ($8.2) ($9.4) $0.1 ($2.4) ($2.2) ($2.0) ($0.6) ($10.0) ($5.0) $0.0 $5.0 $10.0 Q1 2014 Other Natural Resources Real Estate Oil & Gas Interest, Taxes & Other Expenses Share Based Comp G&A Q1 2015 N e t   I n c o m e   ( L o s s ) Net Income Reconciliation Q1 2014 vs. Q1 2015 ($ in millions) 22 • 1st quarter 2014 real estate segment results include $2.3 million in charges, pre‐tax, associated with additional costs at two  multifamily venture projects • 1st quarter 2014 real estate segment results include earnings of $16.2 million from the sale of over 9,300 acres of undeveloped land • 1st quarter 2015 oil and gas segment results include $2.8 million in restructuring costs principally associated with the termination of  the office lease in Fort Worth, severance costs associated with staff reductions, and retention bonus accruals • Share‐based and long‐term incentive compensation expense increased from $0.3 million in 1st quarter 2014 to $3.5 million in 1st  quarter 2015 principally due to an increase in our stock price and the impact on our cash settled awards

Reconciliation of Non-GAAP Financial Measures (Unaudited) Forestar’s Segment EBITDA is a non-GAAP financial measure 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 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. First Quarter Full Year ($ in millions) 2015 2014 2014 2013 Real Estate Segment Earnings in accordance with GAAP $9.1 $23.6 $96.9 $68.4 Depreciation, Depletion & Amortization 1.7 0.6 3.7 3.1 Real Estate Segment EBITDA $10.8 $24.2 $100.6 $71.5 Oil & Gas Segment Earnings (Loss) in accordance with GAAP ($2.9) $0.8 ($22.7) $18.9 Depreciation, Depletion & Amortization 7.4 4.8 29.5 19.5 Oil and Gas Segment EBITDA $4.5 $5.6 $6.8 $38.4 Other Natural Resources Segment Earnings (Loss) in accordance with GAAP ($0.4) ($0.5) $5.5 $6.5 Depreciation, Depletion & Amortization 0.1 0.1 0.5 0.7 Other Natural Resources Segment EBITDA ($0.3) ($0.4) $6.0 $7.2 Total Segment Total Segment Earnings in accordance with GAAP $5.8 $23.9 $79.7 $93.8 Depreciation, Depletion & Amortization 9.2 5.5 33.7 23.3 Total Segment EBITDA $15.0 $29.4 $113.4 $117.1 23

Reconciliation of Non-GAAP Financial Measures (Unaudited) Forestar’s Oil and Gas Segment EBITDAX is a non-GAAP financial measure 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. First Quarter Full Year ($ in millions) 2015 2014 2014 2013 Oil and Gas Segment Earnings (Loss), in accordance with GAAP ($2.9) $0.8 ($22.7) $18.9 EBITDAX adjustments, pre-tax Depreciation, Depletion & Amortization 7.4 4.8 29.5 19.5 Geological, Geophysical, Seismic and Dry Hole Costs 0.2 3.4 16.7 10.5 Proved Property Impairments 0.0 0.0 15.5 0.0 Unproved Leasehold Interest Impairments 0.0 0.8 17.1 0.5 Total Oil and Gas Segment EBITDAX $4.7 $9.8 $56.1 $49.4 24

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