0001193125-24-198400.txt : 20240812 0001193125-24-198400.hdr.sgml : 20240812 20240812081806 ACCESSION NUMBER: 0001193125-24-198400 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240812 DATE AS OF CHANGE: 20240812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORTON D R INC /DE/ CENTRAL INDEX KEY: 0000882184 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 752386963 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122 FILM NUMBER: 241194823 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DR HORTON INC JACKSONVILLE CENTRAL INDEX KEY: 0000927434 ORGANIZATION NAME: IRS NUMBER: 752460269 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-186 FILM NUMBER: 241194950 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: HORTON D R INC SAN DIEGO DATE OF NAME CHANGE: 19940725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORTON D R MANAGEMENT CO LTD CENTRAL INDEX KEY: 0000927436 ORGANIZATION NAME: IRS NUMBER: 752436079 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-188 FILM NUMBER: 241194942 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORTON D R TEXAS LTD CENTRAL INDEX KEY: 0000927445 ORGANIZATION NAME: IRS NUMBER: 752491320 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-208 FILM NUMBER: 241194935 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEADOWS I LTD CENTRAL INDEX KEY: 0000927446 ORGANIZATION NAME: IRS NUMBER: 752436082 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-152 FILM NUMBER: 241194921 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEADOWS II LTD CENTRAL INDEX KEY: 0000927447 ORGANIZATION NAME: IRS NUMBER: 510342206 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-151 FILM NUMBER: 241194920 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Phoenix East Construction, Inc. CENTRAL INDEX KEY: 0001010324 ORGANIZATION NAME: IRS NUMBER: 860533370 STATE OF INCORPORATION: TX FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-214 FILM NUMBER: 241194956 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: CHI CONSTRUCTION CO DATE OF NAME CHANGE: 19960308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL HOMES INC CENTRAL INDEX KEY: 0001010326 ORGANIZATION NAME: IRS NUMBER: 860515339 STATE OF INCORPORATION: TX FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-210 FILM NUMBER: 241194954 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KDB HOMES INC CENTRAL INDEX KEY: 0001010337 STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 860565376 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-153 FILM NUMBER: 241194922 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL RESIDENTIAL INC CENTRAL INDEX KEY: 0001010338 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL BUILDING CONTRACTORS - NONRESIDENTIAL BUILDINGS [1540] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 860596757 STATE OF INCORPORATION: CA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-209 FILM NUMBER: 241194952 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: L&W INVESTMENTS INC DATE OF NAME CHANGE: 19980624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEADOWS IX INC CENTRAL INDEX KEY: 0001064798 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 752684821 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-149 FILM NUMBER: 241194919 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEADOWS X INC CENTRAL INDEX KEY: 0001064799 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 752684823 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-148 FILM NUMBER: 241194917 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORTON D R INC MINNESOTA CENTRAL INDEX KEY: 0001064801 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 752527442 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-199 FILM NUMBER: 241194941 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORTON D R INC GREENSBORO CENTRAL INDEX KEY: 0001064802 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 752599897 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-201 FILM NUMBER: 241194945 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORTON D R INC BIRMINGHAM CENTRAL INDEX KEY: 0001064803 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 621666398 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-204 FILM NUMBER: 241194949 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORTON D R INC NEW JERSEY CENTRAL INDEX KEY: 0001064804 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 752665362 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-198 FILM NUMBER: 241194940 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORTON D R INC TORREY CENTRAL INDEX KEY: 0001064805 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 752689997 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-195 FILM NUMBER: 241194934 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH CONSTRUCTION INC CENTRAL INDEX KEY: 0001064806 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 752633738 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-164 FILM NUMBER: 241194931 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH TUCSON CONSTRUCTION INC CENTRAL INDEX KEY: 0001064807 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 752709796 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-155 FILM NUMBER: 241194924 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORTON D R INC LOUISVILLE CENTRAL INDEX KEY: 0001064809 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 752636512 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-200 FILM NUMBER: 241194943 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton VEN, Inc. CENTRAL INDEX KEY: 0001064844 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 752589293 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-205 FILM NUMBER: 241194937 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: HORTON D R SAN DIEGO HOLDING CO INC DATE OF NAME CHANGE: 19980624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORTON D R LOS ANGELES HOLDING CO INC CENTRAL INDEX KEY: 0001064846 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 752589298 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-207 FILM NUMBER: 241194944 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SGS COMMUNITIES AT GRANDE QUAY LLC CENTRAL INDEX KEY: 0001064853 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 223481784 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-147 FILM NUMBER: 241194911 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton CA2, Inc. CENTRAL INDEX KEY: 0001064854 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 752569592 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-196 FILM NUMBER: 241194938 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: HORTON D R INC SACRAMENTO DATE OF NAME CHANGE: 19980624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton, Inc. - Midwest CENTRAL INDEX KEY: 0001064855 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 752589359 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-166 FILM NUMBER: 241194933 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH CAMBRIDGE HOMES INC DATE OF NAME CHANGE: 19990406 FORMER COMPANY: FORMER CONFORMED NAME: HORTON D R INC SACRAMENTO MANAGEMENT CO INC DATE OF NAME CHANGE: 19980624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOBSON C RICHARD BUILDERS INC CENTRAL INDEX KEY: 0001064858 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 541082672 STATE OF INCORPORATION: VA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-216 FILM NUMBER: 241194951 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHTEX OF TEXAS INC CENTRAL INDEX KEY: 0001064862 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 742791268 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-213 FILM NUMBER: 241194955 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CH INVESTMENTS OF TEXAS INC CENTRAL INDEX KEY: 0001064865 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 860831611 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-215 FILM NUMBER: 241194957 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL HOMES OF TEXAS LP CENTRAL INDEX KEY: 0001064866 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 742791904 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-211 FILM NUMBER: 241194953 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: CONTINENTAL HOMES OF AUSTIN LP DATE OF NAME CHANGE: 19980624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORTON DR INC PORTLAND CENTRAL INDEX KEY: 0001064871 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 752763765 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-197 FILM NUMBER: 241194939 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORTON D R INC-CHICAGO CENTRAL INDEX KEY: 0001083441 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 752795240 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-203 FILM NUMBER: 241194948 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH CAMBRIDGE HOMES LLC CENTRAL INDEX KEY: 0001136970 ORGANIZATION NAME: IRS NUMBER: 752797879 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-165 FILM NUMBER: 241194932 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORTON D R INC -DIETZ-CRANE CENTRAL INDEX KEY: 0001136976 ORGANIZATION NAME: IRS NUMBER: 752926868 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-187 FILM NUMBER: 241194947 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH REGREM I INC DATE OF NAME CHANGE: 20010319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DR HORTON MATERIALS INC CENTRAL INDEX KEY: 0001136978 ORGANIZATION NAME: IRS NUMBER: 752926870 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-162 FILM NUMBER: 241194930 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH REGREM III INC DATE OF NAME CHANGE: 20010319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton CA3, Inc. CENTRAL INDEX KEY: 0001136979 ORGANIZATION NAME: IRS NUMBER: 752926871 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-161 FILM NUMBER: 241194929 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: D R Horton Inc Fresno DATE OF NAME CHANGE: 20050811 FORMER COMPANY: FORMER CONFORMED NAME: DRH REGREM IV INC DATE OF NAME CHANGE: 20010319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton, Inc. - Gulf Coast CENTRAL INDEX KEY: 0001136980 ORGANIZATION NAME: IRS NUMBER: 752926872 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-160 FILM NUMBER: 241194928 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH REGREM V INC DATE OF NAME CHANGE: 20010319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HORTON D R -EMERALD LTD CENTRAL INDEX KEY: 0001136982 ORGANIZATION NAME: IRS NUMBER: 752926873 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-189 FILM NUMBER: 241194946 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH REGREM VI LTD DATE OF NAME CHANGE: 20010319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH REGREM VII LP CENTRAL INDEX KEY: 0001136983 ORGANIZATION NAME: IRS NUMBER: 752926874 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-185 FILM NUMBER: 241194927 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH REGREM VII LTD DATE OF NAME CHANGE: 20010319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton Serenity Construction, LLC CENTRAL INDEX KEY: 0001136985 ORGANIZATION NAME: IRS NUMBER: 752926876 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-158 FILM NUMBER: 241194926 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH REGREM VIII LLC DATE OF NAME CHANGE: 20010319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH SOUTHWEST CONSTRUCTION INC CENTRAL INDEX KEY: 0001136986 ORGANIZATION NAME: IRS NUMBER: 752589289 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-157 FILM NUMBER: 241194925 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEADOWS VIII LTD CENTRAL INDEX KEY: 0001136988 ORGANIZATION NAME: IRS NUMBER: 752824511 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-150 FILM NUMBER: 241194918 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MELODY HOMES INC CENTRAL INDEX KEY: 0001157062 ORGANIZATION NAME: IRS NUMBER: 880309544 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-182 FILM NUMBER: 241194916 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHULER HOMES OF CALIFORNIA INC CENTRAL INDEX KEY: 0001157065 ORGANIZATION NAME: IRS NUMBER: 990328127 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-178 FILM NUMBER: 241194914 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHULER HOMES OF WASHINGTON INC CENTRAL INDEX KEY: 0001157066 ORGANIZATION NAME: IRS NUMBER: 990329483 STATE OF INCORPORATION: WA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-176 FILM NUMBER: 241194912 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHULER HOMES OF OREGON INC CENTRAL INDEX KEY: 0001157068 ORGANIZATION NAME: IRS NUMBER: 990330791 STATE OF INCORPORATION: OR FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-177 FILM NUMBER: 241194913 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHLR OF WASHINGTON INC CENTRAL INDEX KEY: 0001157069 ORGANIZATION NAME: IRS NUMBER: 990334375 STATE OF INCORPORATION: WA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-170 FILM NUMBER: 241194907 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHLR OF NEVADA INC CENTRAL INDEX KEY: 0001157071 ORGANIZATION NAME: IRS NUMBER: 990343628 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-193 FILM NUMBER: 241194908 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERTICAL CONSTRUCTION CORP CENTRAL INDEX KEY: 0001157074 ORGANIZATION NAME: IRS NUMBER: 223216488 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-167 FILM NUMBER: 241194904 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHLR OF CALIFORNIA INC CENTRAL INDEX KEY: 0001157078 ORGANIZATION NAME: IRS NUMBER: 990350554 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-171 FILM NUMBER: 241194909 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SSHI LLC CENTRAL INDEX KEY: 0001157079 ORGANIZATION NAME: IRS NUMBER: 911842222 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-168 FILM NUMBER: 241194905 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SRHI LLC CENTRAL INDEX KEY: 0001157080 ORGANIZATION NAME: IRS NUMBER: 990343629 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-169 FILM NUMBER: 241194906 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHULER HOMES OF ARIZONA LLC CENTRAL INDEX KEY: 0001157081 ORGANIZATION NAME: IRS NUMBER: 990350555 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-179 FILM NUMBER: 241194915 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHA CONSTRUCTION LLC CENTRAL INDEX KEY: 0001157082 ORGANIZATION NAME: IRS NUMBER: 861002579 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-172 FILM NUMBER: 241194910 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HPH HOMEBUILDERS 2000 LP CENTRAL INDEX KEY: 0001157089 ORGANIZATION NAME: IRS NUMBER: 680368156 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-184 FILM NUMBER: 241194923 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PACIFIC HOUSING MANAGEMENT INC CENTRAL INDEX KEY: 0001157092 ORGANIZATION NAME: IRS NUMBER: 954692688 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-143 FILM NUMBER: 241194900 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN PACIFIC HOUSING HOUSING MANAGEMENT INC DATE OF NAME CHANGE: 20020730 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN PACIFIC HOUSING INC DATE OF NAME CHANGE: 20010808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PACIFIC HOUSING-ANTIGUA LLC CENTRAL INDEX KEY: 0001157099 ORGANIZATION NAME: IRS NUMBER: 954750872 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-142 FILM NUMBER: 241194903 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PACIFIC HOUSING-BROADWAY LLC CENTRAL INDEX KEY: 0001157103 ORGANIZATION NAME: IRS NUMBER: 954850687 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-139 FILM NUMBER: 241194890 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PACIFIC HOUSING TORREY VILLAGE CENTER LLC CENTRAL INDEX KEY: 0001157116 ORGANIZATION NAME: IRS NUMBER: 954837541 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-116 FILM NUMBER: 241194891 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WPH CAMINO RUIZ LLC CENTRAL INDEX KEY: 0001157119 ORGANIZATION NAME: IRS NUMBER: 954802985 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-113 FILM NUMBER: 241194882 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PACIFIC HOUSING MCGONIGLE CANYON LLC CENTRAL INDEX KEY: 0001157123 ORGANIZATION NAME: IRS NUMBER: 954735759 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-110 FILM NUMBER: 241194899 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PACIFIC HOUSING CANYON PARK LLC CENTRAL INDEX KEY: 0001157139 ORGANIZATION NAME: IRS NUMBER: 954716219 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-138 FILM NUMBER: 241194902 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PACIFIC HOUSING MOUNTAINGATE LP CENTRAL INDEX KEY: 0001157154 ORGANIZATION NAME: IRS NUMBER: 954539564 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-131 FILM NUMBER: 241194898 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PACIFIC HOUSING PACIFIC PARK II LLC CENTRAL INDEX KEY: 0001157157 ORGANIZATION NAME: IRS NUMBER: 954636584 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-128 FILM NUMBER: 241194897 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PACIFIC HOUSING-CARRILLO LLC CENTRAL INDEX KEY: 0001157188 ORGANIZATION NAME: IRS NUMBER: 954815705 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-136 FILM NUMBER: 241194889 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PACIFIC HOUSING-COMMUNICATIONS HILL LLC CENTRAL INDEX KEY: 0001157191 ORGANIZATION NAME: IRS NUMBER: 954637162 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-135 FILM NUMBER: 241194888 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PACIFIC HOUSING-CREEKSIDE LLC CENTRAL INDEX KEY: 0001157194 ORGANIZATION NAME: IRS NUMBER: 954769848 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-134 FILM NUMBER: 241194887 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PACIFIC HOUSING-LOMAS VERDES LLC CENTRAL INDEX KEY: 0001157206 ORGANIZATION NAME: IRS NUMBER: 954783214 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-132 FILM NUMBER: 241194886 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PACIFIC HOUSING-NORCO ESTATES LLC CENTRAL INDEX KEY: 0001157222 ORGANIZATION NAME: IRS NUMBER: 954686652 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-130 FILM NUMBER: 241194885 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PACIFIC HOUSING-TERRA BAY DUETS LLC CENTRAL INDEX KEY: 0001158823 ORGANIZATION NAME: IRS NUMBER: 954878114 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-120 FILM NUMBER: 241194884 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PACIFIC HOUSING-TORREY MEADOWS LLC CENTRAL INDEX KEY: 0001158824 ORGANIZATION NAME: IRS NUMBER: 954878113 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-118 FILM NUMBER: 241194883 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton Hawaii LLC CENTRAL INDEX KEY: 0001168744 ORGANIZATION NAME: IRS NUMBER: 020548194 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-108 FILM NUMBER: 241194936 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: D R HORTON SCHULER HOMES LLC DATE OF NAME CHANGE: 20020308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PACIFIC HOUSING INC CENTRAL INDEX KEY: 0001168745 ORGANIZATION NAME: IRS NUMBER: 954887164 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-34336 FILM NUMBER: 241194854 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: SCHULER HOMES HOLDCO INC DATE OF NAME CHANGE: 20020308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PACIFIC HOUSING COPPER CANYON LLC CENTRAL INDEX KEY: 0001168746 ORGANIZATION NAME: IRS NUMBER: 954817406 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-107 FILM NUMBER: 241194901 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PACIFIC HOUSING PARK AVENUE EAST LLC CENTRAL INDEX KEY: 0001168748 ORGANIZATION NAME: IRS NUMBER: 522350169 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-105 FILM NUMBER: 241194896 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PACIFIC HOUSING PARK AVENUE WEST LLC CENTRAL INDEX KEY: 0001168749 ORGANIZATION NAME: IRS NUMBER: 954888647 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-104 FILM NUMBER: 241194895 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PACIFIC HOUSING PLAYA VISTA LLC CENTRAL INDEX KEY: 0001168750 ORGANIZATION NAME: IRS NUMBER: 954879655 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-103 FILM NUMBER: 241194894 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PACIFIC HOUSING RIVER RIDGE LLC CENTRAL INDEX KEY: 0001168751 ORGANIZATION NAME: IRS NUMBER: 954870837 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-102 FILM NUMBER: 241194893 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN PACIFIC HOUSING WINDEMERE LLC CENTRAL INDEX KEY: 0001168753 ORGANIZATION NAME: IRS NUMBER: 954879656 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-14122-100 FILM NUMBER: 241194892 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D. R. Horton Bay, Inc. CENTRAL INDEX KEY: 0001282860 ORGANIZATION NAME: IRS NUMBER: 651218940 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-34352 FILM NUMBER: 241194858 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: D.R. Horton OCI, Inc. DATE OF NAME CHANGE: 20080520 FORMER COMPANY: FORMER CONFORMED NAME: D.R. Horton Orange County, Inc. DATE OF NAME CHANGE: 20060613 FORMER COMPANY: FORMER CONFORMED NAME: DRH REGREM IX INC DATE OF NAME CHANGE: 20040305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton LA North, Inc. CENTRAL INDEX KEY: 0001282861 ORGANIZATION NAME: IRS NUMBER: 651218941 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-34351 FILM NUMBER: 241194855 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH REGREM X INC DATE OF NAME CHANGE: 20040305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton Cruces Construction, Inc. CENTRAL INDEX KEY: 0001282862 ORGANIZATION NAME: IRS NUMBER: 651218942 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-34350 FILM NUMBER: 241194856 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH REGREM XI INC DATE OF NAME CHANGE: 20040305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH REGREM XII LP CENTRAL INDEX KEY: 0001282863 ORGANIZATION NAME: IRS NUMBER: 651218943 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-34349 FILM NUMBER: 241194852 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton, Inc. - Huntsville CENTRAL INDEX KEY: 0001364907 ORGANIZATION NAME: IRS NUMBER: 204973832 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-34348 FILM NUMBER: 241194859 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XIII, Inc. DATE OF NAME CHANGE: 20060605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton CA5, Inc. CENTRAL INDEX KEY: 0001364908 ORGANIZATION NAME: IRS NUMBER: 204974035 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-34347 FILM NUMBER: 241194879 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XIV, Inc. DATE OF NAME CHANGE: 20060605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem XV, Inc. CENTRAL INDEX KEY: 0001364909 ORGANIZATION NAME: IRS NUMBER: 204974123 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-34346 FILM NUMBER: 241194851 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem XVI, Inc. CENTRAL INDEX KEY: 0001364910 ORGANIZATION NAME: IRS NUMBER: 204974218 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-34345 FILM NUMBER: 241194850 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem XVII, Inc. CENTRAL INDEX KEY: 0001364911 ORGANIZATION NAME: IRS NUMBER: 204974283 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-34344 FILM NUMBER: 241194849 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem XVIII, Inc. CENTRAL INDEX KEY: 0001364912 ORGANIZATION NAME: IRS NUMBER: 204974344 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-34343 FILM NUMBER: 241194848 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem XIX, Inc. CENTRAL INDEX KEY: 0001364913 ORGANIZATION NAME: IRS NUMBER: 204974420 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-34342 FILM NUMBER: 241194847 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem XX, Inc. CENTRAL INDEX KEY: 0001364914 ORGANIZATION NAME: IRS NUMBER: 204974895 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-34341 FILM NUMBER: 241194846 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem XXI, Inc. CENTRAL INDEX KEY: 0001364915 ORGANIZATION NAME: IRS NUMBER: 204975007 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-34340 FILM NUMBER: 241194845 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem XXII, Inc. CENTRAL INDEX KEY: 0001364916 ORGANIZATION NAME: IRS NUMBER: 204975092 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-34339 FILM NUMBER: 241194878 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem XXIII, Inc. CENTRAL INDEX KEY: 0001364917 ORGANIZATION NAME: IRS NUMBER: 204975165 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-34338 FILM NUMBER: 241194844 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem XXIV, Inc. CENTRAL INDEX KEY: 0001364918 ORGANIZATION NAME: IRS NUMBER: 204975234 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-34337 FILM NUMBER: 241194843 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem XXV, Inc. CENTRAL INDEX KEY: 0001365371 ORGANIZATION NAME: IRS NUMBER: 752440439 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-34353 FILM NUMBER: 241194842 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: D.R. Horton, Inc. - Los Angeles DATE OF NAME CHANGE: 20060607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton - Crown, LLC CENTRAL INDEX KEY: 0001558673 ORGANIZATION NAME: IRS NUMBER: 461022394 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-36037 FILM NUMBER: 241194873 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XXVII, LLC DATE OF NAME CHANGE: 20120920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton - Regent, LLC CENTRAL INDEX KEY: 0001558691 ORGANIZATION NAME: IRS NUMBER: 461018273 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-36038 FILM NUMBER: 241194864 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XXVI, LLC DATE OF NAME CHANGE: 20120920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pacific Ridge - DRH, LLC CENTRAL INDEX KEY: 0001558731 ORGANIZATION NAME: IRS NUMBER: 461030683 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-36036 FILM NUMBER: 241194825 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XXVIII, LLC DATE OF NAME CHANGE: 20120921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton - WPH, LLC. CENTRAL INDEX KEY: 0001558856 ORGANIZATION NAME: IRS NUMBER: 461038842 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-36035 FILM NUMBER: 241194861 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XXIX, LLC DATE OF NAME CHANGE: 20120924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton - Georgia, LLC CENTRAL INDEX KEY: 0001558860 ORGANIZATION NAME: IRS NUMBER: 461040657 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-36034 FILM NUMBER: 241194872 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XXX, LLC DATE OF NAME CHANGE: 20120924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton - CHAustin, LLC CENTRAL INDEX KEY: 0001649819 ORGANIZATION NAME: IRS NUMBER: 474632353 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42246 FILM NUMBER: 241194876 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XXXII, LLC DATE OF NAME CHANGE: 20150803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lexington Homes - DRH, LLC CENTRAL INDEX KEY: 0001649820 ORGANIZATION NAME: IRS NUMBER: 474659801 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42216 FILM NUMBER: 241194826 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XXXIV, LLC DATE OF NAME CHANGE: 20150803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton - Permian, LLC CENTRAL INDEX KEY: 0001649821 ORGANIZATION NAME: IRS NUMBER: 474645825 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42237 FILM NUMBER: 241194865 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XXXIII, LLC DATE OF NAME CHANGE: 20150803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton - Highland, LLC CENTRAL INDEX KEY: 0001649822 ORGANIZATION NAME: IRS NUMBER: 474659972 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42243 FILM NUMBER: 241194871 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XXXIX, LLC DATE OF NAME CHANGE: 20150803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. HORTON - COLORADO, LLC CENTRAL INDEX KEY: 0001649823 ORGANIZATION NAME: IRS NUMBER: 474670290 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42245 FILM NUMBER: 241194875 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XXXV, LLC DATE OF NAME CHANGE: 20150803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton - Iowa, LLC CENTRAL INDEX KEY: 0001649824 ORGANIZATION NAME: IRS NUMBER: 474670415 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42241 FILM NUMBER: 241194869 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XXXVIII, LLC DATE OF NAME CHANGE: 20150803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton - Terramor, LLC CENTRAL INDEX KEY: 0001649825 ORGANIZATION NAME: IRS NUMBER: 474654463 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42235 FILM NUMBER: 241194862 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XL, LLC DATE OF NAME CHANGE: 20150803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton CA4, LLC CENTRAL INDEX KEY: 0001649855 ORGANIZATION NAME: IRS NUMBER: 474619674 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42233 FILM NUMBER: 241194857 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: 817-390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XXXI, LLC DATE OF NAME CHANGE: 20150803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Walker Drive, LLC CENTRAL INDEX KEY: 0001650010 ORGANIZATION NAME: IRS NUMBER: 474681366 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42221 FILM NUMBER: 241194831 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XXXVII, LLC DATE OF NAME CHANGE: 20150804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton - Indiana, LLC CENTRAL INDEX KEY: 0001650011 ORGANIZATION NAME: IRS NUMBER: 474681214 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42242 FILM NUMBER: 241194870 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XXXVI, LLC DATE OF NAME CHANGE: 20150804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem LIII, LLC CENTRAL INDEX KEY: 0001748731 ORGANIZATION NAME: IRS NUMBER: 831401560 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42247 FILM NUMBER: 241194877 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem LII, LLC CENTRAL INDEX KEY: 0001748732 ORGANIZATION NAME: IRS NUMBER: 831383774 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42230 FILM NUMBER: 241194840 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem LI, LLC CENTRAL INDEX KEY: 0001748733 ORGANIZATION NAME: IRS NUMBER: 831368494 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42231 FILM NUMBER: 241194841 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton - WPA, LLC CENTRAL INDEX KEY: 0001748734 ORGANIZATION NAME: IRS NUMBER: 831352262 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42248 FILM NUMBER: 241194880 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem L, LLC DATE OF NAME CHANGE: 20180801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton - Houston, LLC CENTRAL INDEX KEY: 0001748735 ORGANIZATION NAME: IRS NUMBER: 831336183 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42249 FILM NUMBER: 241194881 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XLIX, LLC DATE OF NAME CHANGE: 20180801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton - Springfield, LLC CENTRAL INDEX KEY: 0001748736 ORGANIZATION NAME: IRS NUMBER: 831321463 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42236 FILM NUMBER: 241194863 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XLVIII, LLC DATE OF NAME CHANGE: 20180801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pensacola Land Company, LLC CENTRAL INDEX KEY: 0001748737 ORGANIZATION NAME: IRS NUMBER: 831310784 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42215 FILM NUMBER: 241194824 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XLVII, LLC DATE OF NAME CHANGE: 20180801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton - Pensacola, LLC CENTRAL INDEX KEY: 0001748738 ORGANIZATION NAME: IRS NUMBER: 831286376 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42238 FILM NUMBER: 241194866 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XLVI, LLC DATE OF NAME CHANGE: 20180801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton - NW Arkansas, LLC. CENTRAL INDEX KEY: 0001748739 ORGANIZATION NAME: IRS NUMBER: 831275508 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42239 FILM NUMBER: 241194867 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XLV, LLC DATE OF NAME CHANGE: 20180801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton - Nebraska, LLC CENTRAL INDEX KEY: 0001748740 ORGANIZATION NAME: IRS NUMBER: 831257652 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42240 FILM NUMBER: 241194868 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: D.R. Horton - Nevada, LLC DATE OF NAME CHANGE: 20201110 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XLIV, LLC DATE OF NAME CHANGE: 20180801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton Wyoming, LLC CENTRAL INDEX KEY: 0001748741 ORGANIZATION NAME: IRS NUMBER: 831246812 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42234 FILM NUMBER: 241194860 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: D.R. Horton - Wyoming, LLC DATE OF NAME CHANGE: 20200923 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XLIII, LLC DATE OF NAME CHANGE: 20180801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH - HWY 114, LLC CENTRAL INDEX KEY: 0001748776 ORGANIZATION NAME: IRS NUMBER: 831219778 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42232 FILM NUMBER: 241194853 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XLI, LLC DATE OF NAME CHANGE: 20180801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: D.R. Horton - Corpus Christi, LLC CENTRAL INDEX KEY: 0001748778 ORGANIZATION NAME: IRS NUMBER: 831226448 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42244 FILM NUMBER: 241194874 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FORMER COMPANY: FORMER CONFORMED NAME: DRH Regrem XLII,LLC DATE OF NAME CHANGE: 20180801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem LV, LLC CENTRAL INDEX KEY: 0001748966 ORGANIZATION NAME: IRS NUMBER: 831433653 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42228 FILM NUMBER: 241194838 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem LIV, LLC CENTRAL INDEX KEY: 0001748983 ORGANIZATION NAME: IRS NUMBER: 831421468 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42229 FILM NUMBER: 241194839 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem LVI, LLC CENTRAL INDEX KEY: 0001874330 ORGANIZATION NAME: IRS NUMBER: 871699563 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42227 FILM NUMBER: 241194837 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem LVII, LLC CENTRAL INDEX KEY: 0001874888 ORGANIZATION NAME: IRS NUMBER: 871700384 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42226 FILM NUMBER: 241194836 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem LVIII, LLC CENTRAL INDEX KEY: 0001874889 ORGANIZATION NAME: IRS NUMBER: 871710999 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42225 FILM NUMBER: 241194835 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem LIX, LLC CENTRAL INDEX KEY: 0001874892 ORGANIZATION NAME: IRS NUMBER: 871711418 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42224 FILM NUMBER: 241194834 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem LXI, LLC CENTRAL INDEX KEY: 0001874893 ORGANIZATION NAME: IRS NUMBER: 871732212 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42222 FILM NUMBER: 241194832 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem LX, LLC CENTRAL INDEX KEY: 0001874895 ORGANIZATION NAME: IRS NUMBER: 871731583 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42223 FILM NUMBER: 241194833 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem LXII, LLC CENTRAL INDEX KEY: 0001875053 ORGANIZATION NAME: IRS NUMBER: 871757426 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42220 FILM NUMBER: 241194830 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem LXIII, LLC CENTRAL INDEX KEY: 0001875187 ORGANIZATION NAME: IRS NUMBER: 871758028 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42219 FILM NUMBER: 241194829 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem LXIV, LLC CENTRAL INDEX KEY: 0001875188 ORGANIZATION NAME: IRS NUMBER: 871779564 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42218 FILM NUMBER: 241194828 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRH Regrem LXV, LLC CENTRAL INDEX KEY: 0001875239 ORGANIZATION NAME: IRS NUMBER: 871779977 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42217 FILM NUMBER: 241194827 BUSINESS ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: (817) 390-8200 MAIL ADDRESS: STREET 1: 1341 HORTON CIRCLE CITY: ARLINGTON STATE: TX ZIP: 76011 8-A12B 1 d743698d8a12b.htm 8-A12B 8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

D.R. HORTON, INC.

(Co-registrants are listed on the following pages)

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   75-2386963
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

1341 Horton Circle

Arlington, Texas

  76011
(Address of principal executive offices)   (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

To be registered

 

Name of each exchange on which

each class is to be registered

5.000% Senior Notes due 2034 of the registrant, together with Guarantees of such notes by certain direct and indirect subsidiaries of the registrant   New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

333-280982

(If Applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of class)

 

 

 


The following direct and indirect subsidiaries of the Registrant are guarantors of the 5.000% Senior Notes due 2034 and are co-registrants under this registration statement.

 

Name of Co-Registrant

   Jurisdiction of
Incorporation or
Organization
   I.R.S. Employer
Identification No.

C. Richard Dobson Builders, Inc.

   Virginia    54-1082672

CH Investments of Texas, Inc.

   Delaware    86-0831611

CHTEX of Texas, Inc.

   Delaware    74-2791268

Continental Homes, Inc.

   Delaware    86-0515339

Continental Homes of Texas, L.P.

   Texas    74-2791904

Continental Residential, Inc.

   California    86-0596757

D.R. Horton – CHAustin, LLC

   Delaware    47-4632353

D.R. Horton – Colorado, LLC

   Delaware    47-4670290

D.R. Horton – Corpus Christi, LLC

   Delaware    83-1226448

D.R. Horton – Crown, LLC

   Delaware    46-1022394

D.R. Horton – Emerald, Ltd.

   Texas    75-2926873

D.R. Horton – Georgia, LLC

   Delaware    46-1040657

D.R. Horton – Highland, LLC

   Delaware    47-4659972

D.R. Horton – Houston, LLC

   Delaware    83-1336183

D.R. Horton – Indiana, LLC

   Delaware    47-4681214

D.R. Horton – Iowa, LLC

   Delaware    47-4670415

D.R. Horton – Nebraska, LLC

   Delaware    83-1257652

D.R. Horton – NW Arkansas, LLC

   Delaware    83-1275508

D.R. Horton – Pensacola, LLC

   Delaware    83-1286376

D.R. Horton – Permian, LLC

   Delaware    47-4645825

D.R. Horton – Regent, LLC

   Delaware    46-1018273

D.R. Horton – Springfield, LLC

   Delaware    83-1321463

D.R. Horton – Terramor, LLC

   Delaware    47-4654463

D.R. Horton – Texas, Ltd.

   Texas    75-2491320

D.R. Horton – WPA, LLC

   Delaware    83-1352262

D.R. Horton – WPH, LLC

   Delaware    46-1038842

D.R. Horton – Wyoming, LLC

   Delaware    83-1246812

D.R. Horton, Inc. – Birmingham

   Alabama    62-1666398

D.R. Horton, Inc. – Chicago

   Delaware    75-2795240

D.R. Horton, Inc. – Dietz-Crane

   Delaware    75-2926868

D.R. Horton, Inc. – Greensboro

   Delaware    75-2599897

D.R. Horton, Inc. – Gulf Coast

   Delaware    75-2926872

D.R. Horton, Inc. – Huntsville

   Delaware    20-4973832

D.R. Horton, Inc. – Jacksonville

   Delaware    75-2460269

D.R. Horton, Inc. – Louisville

   Delaware    75-2636512

D.R. Horton, Inc. – Midwest

   California    75-2589359

D.R. Horton, Inc. – Minnesota

   Delaware    75-2527442

D.R. Horton, Inc. – New Jersey

   Delaware    75-2665362

D.R. Horton, Inc. – Portland

   Delaware    75-2763765

D.R. Horton, Inc. – Torrey

   Delaware    75-2689997

D.R. Horton BAY, Inc.

   Delaware    65-1218940

D.R. Horton CA2, Inc.

   California    75-2569592

D.R. Horton CA3, Inc.

   Delaware    75-2926871

D.R. Horton CA4, LLC

   Delaware    47-4619674

D.R. Horton CA5, Inc.

   Delaware    20-4974035

D.R. Horton Cruces Construction, Inc.

   Delaware    65-1218942

D.R. Horton Hawaii LLC

   Delaware    02-0548194

D.R. Horton LA North, Inc.

   Delaware    65-1218941

D.R. Horton Los Angeles Holding Company, Inc.

   California    75-2589298


Name of Co-Registrant

   Jurisdiction of
Incorporation or
Organization
   I.R.S. Employer
Identification No.

D.R. Horton Management Company, Ltd.

   Texas    75-2436079

D.R. Horton Materials, Inc.

   Delaware    75-2926870

D.R. Horton Serenity Construction, LLC

   Delaware    75-2926876

D.R. Horton VEN, Inc.

   California    75-2589293

DRH – HWY 114, LLC

   Delaware    83-1219778

DRH Cambridge Homes, LLC

   Delaware    75-2797879

DRH Construction, Inc.

   Delaware    75-2633738

DRH Phoenix East Construction, Inc.

   Arizona    86-0533370

DRH Regrem VII, LP

   Texas    75-2926874

DRH Regrem XII, LP

   Texas    65-1218943

DRH Regrem XV, Inc.

   Delaware    20-4974123

DRH Regrem XVI, Inc.

   Delaware    20-4974218

DRH Regrem XVII, Inc.

   Delaware    20-4974283

DRH Regrem XVIII, Inc.

   Delaware    20-4974344

DRH Regrem XIX, Inc.

   Delaware    20-4974420

DRH Regrem XX, Inc.

   Delaware    20-4974895

DRH Regrem XXI, Inc.

   Delaware    20-4975007

DRH Regrem XXII, Inc.

   Delaware    20-4975092

DRH Regrem XXIII, Inc.

   Delaware    20-4975165

DRH Regrem XXIV, Inc.

   Delaware    20-4975234

DRH Regrem XXV, Inc.

   Delaware    75-2440439

DRH Regrem LI, LLC

   Delaware    83-1368494

DRH Regrem LII, LLC

   Delaware    83-1383774

DRH Regrem LIII, LLC

   Delaware    83-1401560

DRH Regrem LIV, LLC

   Delaware    83-1421468

DRH Regrem LV, LLC

   Delaware    83-1433653

DRH Regrem LVI, LLC

   Delaware    87-1699563

DRH Regrem LVII, LLC

   Delaware    87-1700384

DRH Regrem LVIII, LLC

   Delaware    87-1710999

DRH Regrem LIX, LLC

   Delaware    87-1711418

DRH Regrem LX, LLC

   Delaware    87-1731583

DRH Regrem LXI, LLC

   Delaware    87-1732212

DRH Regrem LXII, LLC

   Delaware    87-1757426

DRH Regrem LXIII, LLC

   Delaware    87-1758028

DRH Regrem LXIV, LLC

   Delaware    87-1779564

DRH Regrem LXV, LLC

   Delaware    87-1779977

DRH Southwest Construction, Inc.

   California    75-2589289

DRH Tucson Construction, Inc.

   Delaware    75-2709796

HPH Homebuilders 2000 L.P.

   California    68-0368156

KDB Homes, Inc.

   Delaware    86-0565376

Lexington Homes - DRH, LLC

   Delaware    47-4659801

Meadows I, Ltd.

   Delaware    75-2436082

Meadows II, Ltd.

   Delaware    51-0342206

Meadows VIII, Ltd.

   Delaware    75-2824511

Meadows IX, Inc.

   New Jersey    75-2684821

Meadows X, Inc.

   New Jersey    75-2684823

Melody Homes, Inc.

   Delaware    88-0309544

Pacific Ridge – DRH, LLC

   Delaware    46-1030683

Pensacola Land Company, LLC

   Delaware    83-1310784

Schuler Homes of Arizona LLC

   Delaware    99-0350555

Schuler Homes of California, Inc.

   California    99-0328127

Schuler Homes of Oregon, Inc.

   Oregon    99-0330791

Schuler Homes of Washington, Inc.

   Washington    99-0329483


Name of Co-Registrant

   Jurisdiction of
Incorporation or
Organization
   I.R.S. Employer
Identification No.

SGS Communities at Grande Quay L.L.C.

   New Jersey    22-3481784

SHA Construction LLC

   Delaware    86-1002579

SHLR of California, Inc.

   California    99-0350554

SHLR of Nevada, Inc.

   Nevada    99-0343628

SHLR of Washington, Inc.

   Washington    99-0334375

SRHI LLC

   Delaware    99-0343629

SSHI LLC

   Delaware    91-1842222

Vertical Construction Corporation

   Delaware    22-3216488

Walker Drive, LLC

   Delaware    47-4681366

Western Pacific Housing-Antigua, LLC

   Delaware    95-4750872

Western Pacific Housing-Broadway, LLC

   Delaware    95-4850687

Western Pacific Housing-Canyon Park, LLC

   Delaware    95-4716219

Western Pacific Housing-Carrillo, LLC

   Delaware    95-4815705

Western Pacific Housing-Communications Hill, LLC

   Delaware    95-4637162

Western Pacific Housing-Copper Canyon, LLC

   Delaware    95-4817406

Western Pacific Housing-Creekside, LLC

   Delaware    95-4769848

Western Pacific Housing-Lomas Verdes, LLC

   Delaware    95-4783214

Western Pacific Housing-McGonigle Canyon, LLC

   Delaware    95-4735759

Western Pacific Housing-Mountaingate, L.P.

   California    95-4539564

Western Pacific Housing-Norco Estates, LLC

   Delaware    95-4686652

Western Pacific Housing-Pacific Park II, LLC

   Delaware    95-4636584

Western Pacific Housing-Park Avenue East, LLC

   Delaware    52-2350169

Western Pacific Housing-Park Avenue West, LLC

   Delaware    95-4888647

Western Pacific Housing-Playa Vista, LLC

   Delaware    95-4879655

Western Pacific Housing-River Ridge, LLC

   Delaware    95-4870837

Western Pacific Housing-Terra Bay Duets, LLC

   Delaware    95-4878114

Western Pacific Housing-Torrey Meadows, LLC

   Delaware    95-4878113

Western Pacific Housing-Torrey Village Center, LLC

   Delaware    95-4837541

Western Pacific Housing-Windemere, LLC

   Delaware    95-4879656

Western Pacific Housing, Inc.

   Delaware    95-4887164

Western Pacific Housing Management, Inc.

   California    95-4692688

WPH-Camino Ruiz, LLC

   Delaware    95-4802985


INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

For a description of the securities to be registered hereunder, reference is made to the information under the headings “Description of Notes” in the Prospectus Supplement dated August 7, 2024 and “Description of Debt Securities” in the Prospectus dated July 24, 2024, each of which forms part of the registration statement on Form S-3 (Registration Statement No. 333-280982) of D.R. Horton, Inc. and the co-registrants thereto, which information is incorporated by reference and made part of this registration statement in its entirety.

Item 2. Exhibits.

 

Exhibit No.

  

Description

4.1    Senior Debt Securities Indenture, dated as of October  10, 2019, among the Company and Truist Bank (formerly known as Branch Banking and Trust Company), as trustee (incorporated by reference from Exhibit 4.1 to D.R. Horton, Inc.’s Current Report on Form 8-K, filed with the SEC on October 10, 2019).
4.2    Form of Sixth Supplemental Indenture, to be dated August  14, 2024, among D.R. Horton, Inc., the Guarantors named therein and Truist Bank (formerly known as Branch Banking and Trust Company), as trustee.
4.3    Form of 5.000% Senior Notes due 2034 (included in Exhibit 4.2).


SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

    D.R. HORTON, INC.
Date: August 12, 2024     By:  

/s/ Thomas B. Montaño

Thomas B. Montaño

Senior Vice President and Corporate Secretary


CO-REGISTRANTS:

 

C. RICHARD DOBSON BUILDERS, INC.    CH INVESTMENTS OF TEXAS, INC.
CHTEX OF TEXAS, INC.    CONTINENTAL HOMES, INC.
CONTINENTAL RESIDENTIAL, INC.    D.R. HORTON, INC. - BIRMINGHAM
D.R. HORTON, INC. - CHICAGO    D.R. HORTON, INC. - DIETZ-CRANE
D.R. HORTON, INC. - GREENSBORO    D.R. HORTON, INC. - GULF COAST
D.R. HORTON, INC. - HUNTSVILLE    D.R. HORTON, INC. - JACKSONVILLE
D.R. HORTON, INC. - LOUISVILLE    D.R. HORTON, INC. - MIDWEST
D.R. HORTON, INC. - MINNESOTA    D.R. HORTON, INC. - NEW JERSEY
D.R. HORTON, INC. - PORTLAND    D.R. HORTON, INC. - TORREY
D.R. HORTON BAY, INC.    D.R. HORTON CA2, INC.
D.R. HORTON CA3, INC.    D.R. HORTON CA5, INC.
D.R. HORTON CRUCES CONSTRUCTION, INC.    D.R. HORTON LA NORTH, INC.
D.R. HORTON LOS ANGELES HOLDING COMPANY, INC.    D.R. HORTON MATERIALS, INC.
D.R. HORTON VEN, INC.    DRH CONSTRUCTION, INC.
DRH PHOENIX EAST CONSTRUCTION, INC.    DRH REGREM XV, INC.
DRH REGREM XVI, INC.    DRH REGREM XVII, INC.
DRH REGREM XVIII, INC.    DRH REGREM XIX, INC.
DRH REGREM XX, INC.    DRH REGREM XXI, INC.
DRH REGREM XXII, INC.    DRH REGREM XXIII, INC.
DRH REGREM XXIV, INC.    DRH REGREM XXV, INC.
DRH SOUTHWEST CONSTRUCTION, INC.    DRH TUCSON CONSTRUCTION, INC.
KDB HOMES, INC.    MEADOWS I, LTD.
MEADOWS II, LTD.    MEADOWS VIII, LTD.
MEADOWS IX, INC.    MEADOWS X, INC.
MELODY HOMES, INC.    SCHULER HOMES OF CALIFORNIA, INC.
SCHULER HOMES OF OREGON, INC.    SCHULER HOMES OF WASHINGTON, INC.
SHLR OF CALIFORNIA, INC.    SHLR OF NEVADA, INC.
SHLR OF WASHINGTON, INC.    VERTICAL CONSTRUCTION CORPORATION
WESTERN PACIFIC HOUSING, INC.    WESTERN PACIFIC HOUSING MANAGEMENT, INC.

 

By:   /s/ Thomas B. Montaño
Name: Thomas B. Montaño
Title: Secretary


CONTINENTAL HOMES OF TEXAS, L.P.

By:

 

CHTEX of Texas, Inc.,

as General Partner

By:

 

/s/ Thomas B. Montaño

Name: Thomas B. Montaño

Title: Secretary

D.R. HORTON - CROWN, LLC
D.R. HORTON - GEORGIA, LLC
D.R. HORTON - HIGHLAND, LLC
D.R. HORTON – IOWA, LLC
D.R. HORTON - NEBRASKA, LLC
D.R. HORTON – NW ARKANSAS, LLC
D.R. HORTON - PENSACOLA, LLC
D.R. HORTON - REGENT, LLC
D.R. HORTON - SPRINGFIELD, LLC
D.R. HORTON - TERRAMOR, LLC
D.R. HORTON – WPH, LLC
D.R. HORTON SERENITY CONSTRUCTION, LLC
DRH REGREM LI, LLC
DRH REGREM LII, LLC
DRH REGREM LIII, LLC
DRH REGREM LIV, LLC
DRH REGREM LV, LLC
DRH REGREM LVI, LLC
DRH REGREM LVII, LLC
DRH REGREM LVIII, LLC
DRH REGREM LIX, LLC
DRH REGREM LX, LLC
DRH REGREM LXI, LLC
DRH REGREM LXII, LLC
DRH REGREM LXIII, LLC
DRH REGREM LXIV, LLC
DRH REGREM LXV, LLC

By:

 

D.R. Horton, Inc.,

as Sole Member

By:

 

/s/ Thomas B. Montaño

Name: Thomas B. Montaño

Title: Secretary


DRH CAMBRIDGE HOMES, LLC
By: D.R. Horton, Inc. -Chicago,
  as Sole Member
By:   /s/ Thomas B. Montaño
Name: Thomas B. Montaño
Title: Secretary
D.R. HORTON - EMERALD, LTD.
D.R. HORTON - TEXAS, LTD.
D.R. HORTON MANAGEMENT COMPANY, LTD.
DRH REGREM VII, LP
DRH REGREM XII, LP
By: Meadows I, Ltd.,
  as General Partner
By:   /s/ Thomas B. Montaño
Name: Thomas B. Montaño
Title:  Secretary
D.R. HORTON HAWAII LLC
By: Vertical Construction Corporation,
  as Manager
By:   /s/ Thomas B. Montaño
Name: Thomas B. Montaño
Title:  Secretary


D.R. HORTON CA4, LLC

By: Western Pacific Housing, Inc.,

  as Sole Member

By:   /s/ Thomas B. Montaño
Name: Thomas B. Montaño
Title:  Secretary
SGS COMMUNITIES AT GRANDE QUAY L.L.C.

By: Meadows IX, Inc.,

  as Member

By:   /s/ Thomas B. Montaño
Name: Thomas B. Montaño

Title:  Secretary

 

and

By: Meadows X, Inc.,

  as Member

By:   /s/ Thomas B. Montaño
Name: Thomas B. Montaño
Title:  Secretary
LEXINGTON HOMES – DRH, LLC
PACIFIC RIDGE - DRH, LLC

By: SHLR of Washington, Inc.,

  as Sole Member

By:   /s/ Thomas B. Montaño
Name: Thomas B. Montaño
Title:  Secretary


SCHULER HOMES OF ARIZONA LLC
SHA CONSTRUCTION LLC
SRHI LLC
SSHI LLC
PENSACOLA LAND COMPANY, LLC
By:   /s/ Thomas B. Montaño
Name:   Thomas B. Montaño
Title:   Secretary

HPH HOMEBUILDERS 2000 L.P.

WESTERN PACIFIC HOUSING-ANTIGUA, LLC

WESTERN PACIFIC HOUSING-BROADWAY, LLC

WESTERN PACIFIC HOUSING-CANYON PARK, LLC

WESTERN PACIFIC HOUSING-CARRILLO, LLC

WESTERN PACIFIC HOUSING-COMMUNICATIONS HILL, LLC

WESTERN PACIFIC HOUSING-COPPER CANYON, LLC

WESTERN PACIFIC HOUSING-CREEKSIDE, LLC

WESTERN PACIFIC HOUSING-LOMAS VERDES, LLC

WESTERN PACIFIC HOUSING-MCGONIGLE CANYON, LLC

WESTERN PACIFIC HOUSING - MOUNTAINGATE, L.P.

WESTERN PACIFIC HOUSING-NORCO ESTATES, LLC

WESTERN PACIFIC HOUSING-PACIFIC PARK II, LLC

WESTERN PACIFIC HOUSING-PARK AVENUE EAST, LLC

WESTERN PACIFIC HOUSING-PARK AVENUE WEST, LLC

WESTERN PACIFIC HOUSING-PLAYA VISTA, LLC

WESTERN PACIFIC HOUSING-RIVER RIDGE, LLC

WESTERN PACIFIC HOUSING-TERRA BAY DUETS, LLC

WESTERN PACIFIC HOUSING-TORREY MEADOWS, LLC

WESTERN PACIFIC HOUSING-TORREY VILLAGE CENTER, LLC

WESTERN PACIFIC HOUSING-WINDEMERE, LLC

WPH-CAMINO RUIZ, LLC

By: Western Pacific Housing Management, Inc.,

  as Manager, Managing Member and General

  Partner, as applicable
By:   /s/ Thomas B. Montaño
Name:   Thomas B. Montaño
Title:   Secretary


D.R. HORTON - CHAUSTIN, LLC
By:  

Continental Homes of Texas, L.P.,

as Sole Member

By:  

CHTEX of Texas, Inc.,

as General Partner

By:   /s/ Thomas B. Montaño
Name: Thomas B. Montaño
Title: Secretary
D.R. HORTON - INDIANA, LLC
By:  

D.R. Horton, Inc. – Midwest,

its Member

By:   /s/ Thomas B. Montaño
Name: Thomas B. Montaño
Title: Secretary
D.R. HORTON - COLORADO, LLC
D.R. HORTON - WYOMING, LLC
By:  

Melody Homes, Inc.,

its Member

By:   /s/ Thomas B. Montaño
Name: Thomas B. Montaño
Title: Secretary


DRH - HWY 114, LLC
D.R. HORTON - CORPUS CHRISTI, LLC
D.R. HORTON - HOUSTON, LLC
D.R. HORTON - PERMIAN, LLC

By:

 

D.R. Horton – Texas, Ltd.,

its Member

By:

 

Meadows I, Ltd.,

its General Partner

By:

 

/s/ Thomas B. Montaño

Name: Thomas B. Montaño

Title: Secretary

WALKER DRIVE, LLC

By:

 

D.R. Horton BAY, Inc.,

its Member

By:

 

/s/ Thomas B. Montaño

Name: Thomas B. Montaño

Title: Secretary

D.R. HORTON – WPA, LLC

By:

 

D.R Horton Inc. – New Jersey,

its Member

By:

 

/s/ Thomas B. Montaño

Name: Thomas B. Montaño

Title: Secretary

EX-4.2 2 d743698dex42.htm EX-4.2 EX-4.2

Exhibit 4.2

 

 

 

 

 

 

D.R. HORTON, INC. AND THE GUARANTORS PARTY HERETO

5.000% Senior Notes due 2034

 

 

Sixth Supplemental Indenture

Dated as of August 14, 2024

 

 

TRUIST BANK,

as Trustee

 

 

 

 

 


TABLE OF CONTENTS

 

        Page  
   ARTICLE ONE   
   SCOPE OF SUPPLEMENTAL INDENTURE   
Section 1.01.    General      1  
Section 1.02.    Specified Modifications in Respect of the Notes      2  
   ARTICLE TWO   
   CERTAIN DEFINITIONS   
   ARTICLE THREE   
   COVENANTS   
Section 3.01.    Limitations on Secured Debt      11  
Section 3.02.    Restrictions on Sale and Leaseback Transactions      12  
Section 3.03.    Offer to Purchase upon Change of Control Triggering Event      12  
   ARTICLE FOUR   
   MISCELLANEOUS   
Section 4.01.    Governing Law      14  
Section 4.02.    No Adverse Interpretation of Other Agreements      14  
Section 4.03.    No Recourse Against Others      14  
Section 4.04.    Successors and Assigns.      14  
Section 4.05.    Counterparts; Electronic Signature      14  
Section 4.06.    Severability      14  
Exhibit A   Form of Security   
Exhibit B   Form of Notification Security of Guarantee   

 

-i-


Sixth Supplemental Indenture dated as of August 14, 2024 (“Supplemental Indenture”), by and among D.R. Horton, Inc., a Delaware corporation (the “Company”), each of the subsidiaries of the Company that are signatories hereto as the initial guarantors (the “Initial Guarantors”) and Truist Bank (formerly known as Branch Banking and Trust Company), as the trustee (including any successor replacing such person in accordance with the applicable provisions of the Indenture, the “Trustee”), to the Indenture dated as of October 10, 2019, by and between the Company and the Trustee (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of Notes (each as defined herein):

WHEREAS, the Company and the Trustee have duly authorized the execution and delivery of the Base Indenture to provide for the issuance from time to time of senior debt securities (the “Securities”) to be issued in one or more Series as in the Base Indenture provided;

WHEREAS, the Company and the Initial Guarantors desire and have requested the Trustee to join them in the execution and delivery of this Supplemental Indenture in order to establish and provide for the issuance by the Company of a Series of Securities designated as its 5.000% Senior Notes due 2034, substantially in the form attached hereto as Exhibit A (including any Additional Notes, as defined below, the “Notes”), initially guaranteed by the Initial Guarantors, on the terms set forth herein;

WHEREAS, Section 2.01 of the Base Indenture provides that a supplemental indenture may be entered into by the Company, the Initial Guarantors and the Trustee for such Notes, provided certain conditions are met;

WHEREAS, the conditions set forth in the Base Indenture for the execution and delivery of this Supplemental Indenture have been complied with; and

WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company, the Initial Guarantors and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Base Indenture have been done;

NOW, THEREFORE:

In consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof the Company and the Initial Guarantors mutually covenant and agree with the Trustee, for the equal and ratable benefit of the Holders, that the Base Indenture is supplemented and amended, to the extent expressed herein, as follows:

ARTICLE ONE

Scope of Supplemental Indenture

Section 1.01. General.

The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other Securities that may have been or may hereafter be issued under the Base Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements.


Pursuant to this Supplemental Indenture, there is hereby created and designated the Notes as a Series of Securities under the Base Indenture entitled “5.000% Senior Notes due 2034.” The Notes shall be substantially in the form of Exhibit A hereto and will mature and bear interest as provided in such form and have the other terms and conditions set forth therein, in this Supplemental Indenture and in the Base Indenture (to the extent not superseded hereby). The Company shall pay interest on overdue principal at 5.000% per annum; it shall pay interest on overdue installments of interest at 5.000% per annum. The Notes shall be guaranteed by the Guarantors as provided in the form of Exhibit B hereto. The Trustee will initially be the Registrar and Paying Agent for the Notes, and DTC will initially be the Depositary for the Notes. The covenants provided in Article Three of this Supplemental Indenture are applicable (unless waived or amended as provided in the Base Indenture) so long as the Notes are outstanding or until defeasance or other discharge pursuant to the Base Indenture. An aggregate principal amount of $700,000,000 of Notes will be issued on the Issue Date. Additional Notes (the “Additional Notes”) in an unlimited amount may be issued in one or more issuances from time to time on the same terms and conditions, except for issue date, and if applicable, the issue price and the first interest payment, either of which may differ from the respective terms of the previously issued Notes of same Series, and with the same CUSIP numbers as the Notes offered hereby (to the extent permissible under applicable law) without the consent of Holders of the Notes, except that if any Additional Notes are not fungible with the Notes issued on the Issue Date for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP number. The Notes initially issued hereunder and any such Additional Notes shall vote on all matters, and otherwise be treated as, a single Series for all purposes under the Indenture.

Section 1.02. Specified Modifications in Respect of the Notes.

(1) Article Six of the Base Indenture shall apply in respect of the Notes; provided that with respect to clause (3) under the first paragraph and the second paragraph of Section 6.01 of the Base Indenture, Section 3.03 hereof shall be deemed such specified provision which breach thereof shall constitute, together with Article Five of the Base Indenture, an Event of Default with notice but without passage of time.

(2) Section 7.05 of the Base Indenture shall apply in respect of the Notes; provided that the Trustee shall not have any discretion to withhold any notice of the Default with respect to any breach of Section 3.03 hereof, irrespective of any determination that withholding of such notice is in the interest of the Holders of the Notes.

(3) Article Ten of the Base Indenture shall apply in respect of the Notes; provided that, notwithstanding anything to the contrary in the Base Indenture and this Supplemental Indenture, any amendment or waiver of Section 3.03 hereof (prior to the occurrence of a Change of Control Triggering Event) will require consent of Holders of a majority of the outstanding principal amount of Notes.

(4) The Notes may be redeemed, in whole or in part, at the option of the Company pursuant to the terms set forth in Section 4 of the Notes. Other than as specifically provided in this Supplemental Indenture or Section 4 of the Notes, any redemption of the Notes will be made pursuant to the provisions of Article Three of the Base Indenture.

(5) Section 3.01 of the Base Indenture shall apply in respect of the Notes; provided that the final paragraph of Section 3.01 of the Base Indenture shall be replaced in its entirety with the following: The Company shall give each notice provided for in Section 3.01 of the Base Indenture no later than 9:00 a.m., New York City time, on the fifth Business Day prior to the date of the giving of notice of such redemption to the Holders of the Notes pursuant to Section 4 of the Notes (unless a shorter notice shall be satisfactory to the Trustee).

 

-2-


ARTICLE TWO

Certain Definitions

The following terms have the meanings set forth below in this Supplemental Indenture. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Base Indenture. To the extent terms defined herein differ from the Base Indenture the terms defined herein will govern.

Attributable Debt” means, in respect of a Sale and Leaseback Transaction, the present value (discounted at the weighted average effective interest cost per annum of the outstanding debt of the Company, compounded semiannually) of the obligation of the lessee for rental payments during the remaining term of the lease included in such transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended or, if earlier, until the earliest date on which the lessee may terminate such lease upon payment of a penalty (in which case the obligation of the lessee for rental payments shall include such penalty), after excluding all amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water and utility rates and similar charges.

Change of Control” means:

(1) any sale, lease or other transfer (in one transaction or a series of transactions) of all or substantially all of the consolidated assets of the Company and its Subsidiaries to any Person (other than a Subsidiary of the Company); provided, however, that a transaction where the holders of all classes of Voting Stock of the Company immediately prior to such transaction own, directly or indirectly, Voting Stock representing more than 50% of the voting power of all Voting Stock of such Person immediately after such transaction shall not be a Change of Control;

(2) a “person” or “group” (within the meaning of Section 13(d) of the Exchange Act (other than (x) the Company or (y) Donald R. Horton, Terrill J. Horton, or their respective wives, children, grandchildren and other descendants, or any trust or other entity formed or controlled by any of such individuals (each an “Excluded Person”))) publicly discloses, including, without limitation, by filing a Schedule 13D or Schedule TO, or the Company or any of its Subsidiaries publicly discloses, including without limitation, by filing any other schedule, form or report under the Exchange Act (including, without limitation, a Current Report on Form 8-K), facts indicating that such person or group has become the ultimate “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of Voting Stock of the Company representing more than 50% of the voting power of the Voting Stock of the Company; or

(3) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; provided, however, that a liquidation or dissolution of the Company that is part of a transaction that does not constitute a Change of Control under the proviso contained in clause (1) above shall not constitute a Change of Control.

Any person or group whose acquisition of beneficial ownership constitutes a Change of Control under clause (2) of the foregoing definition in respect of which a Change of Control Offer is made in accordance with the requirements of the Indenture will thereafter, together with its Affiliates, constitute an additional Excluded Person.

Change of Control Triggering Event” means the occurrence of both a Change of Control and a Ratings Downgrade Event.

 

-3-


Consolidated Adjusted Tangible Assets” of the Company as of any date means the Consolidated Tangible Assets of the Company and the Guarantors at the end of the fiscal quarter immediately preceding such date less (a) the book value of any assets securing any Non-Recourse Indebtedness, and (b) all short term liabilities of the Company and the Guarantors, except for liabilities payable by their terms more than one year from the date of determination (or renewable or extendible at the option of the obligor to a maturity date more than one year after such date) and liabilities in respect of retiree benefits other than persons for which the Company or the Guarantors are required to accrue pursuant to Accounting Standards Codification 715-60 (or any successor provision), in each case as determined in accordance with GAAP.

Consolidated Tangible Assets” of the Company as of any date means the book value of the total assets of the Company and the Guarantors (less applicable reserves) on a consolidated basis at the end of the fiscal quarter immediately preceding such date, less: (1) Intangible Assets and (2) appropriate adjustments on account of minority interests of other Persons holding equity investments in Guarantors, in each case as determined in accordance with GAAP.

Fitch” means Fitch Ratings.

GAAP” means generally accepted accounting principles set forth in the accounting standards codification of the Financial Accounting Standards Board or in such other statements by such or any other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect on the Issue Date.

Guarantors” means (i) initially, each of:

C. Richard Dobson Builders, Inc., a Virginia corporation;

CH Investments of Texas, Inc., a Delaware corporation;

CHTEX of Texas, Inc., a Delaware corporation;

Continental Homes, Inc., a Delaware corporation;

Continental Homes of Texas, L.P., a Texas limited partnership;

Continental Residential, Inc., a California corporation;

D.R. Horton—CHAustin, LLC, a Delaware limited liability company;

D.R. Horton—Colorado, LLC, a Delaware limited liability company;

D.R. Horton—Corpus Christi, LLC, a Delaware limited liability company;

D.R. Horton—Crown, LLC, a Delaware limited liability company;

D.R. Horton—Emerald, Ltd., a Texas limited partnership;

D.R. Horton—Georgia, LLC, a Delaware limited liability company;

D.R. Horton—Highland, LLC, a Delaware limited liability company;

D.R. Horton—Houston, LLC, a Delaware limited liability company;

D.R. Horton—Indiana, LLC, a Delaware limited liability company;

D.R. Horton—Iowa, LLC, a Delaware limited liability company;

D.R. Horton—Nebraska, LLC, a Delaware limited liability company;

D.R. Horton—NW Arkansas, LLC, a Delaware limited liability company;

D.R. Horton—Pensacola, LLC, a Delaware limited liability company;

D.R. Horton—Permian, LLC, a Delaware limited liability company;

D.R. Horton—Regent, LLC, a Delaware limited liability company;

D.R. Horton—Springfield, LLC, a Delaware limited liability company;

D.R. Horton—Terramor, LLC, a Delaware limited liability company;

D.R. Horton—Texas, Ltd., a Texas limited partnership;

D.R. Horton—WPA, LLC, a Delaware limited liability company;

 

-4-


D.R. Horton—WPH, LLC, a Delaware limited liability company;

D.R. Horton—Wyoming, LLC, a Delaware limited liability company;

D.R. Horton, Inc.—Birmingham, an Alabama corporation;

D.R. Horton, Inc.—Chicago, a Delaware corporation;

D.R. Horton, Inc.—Dietz-Crane, a Delaware corporation;

D.R. Horton, Inc.—Greensboro, a Delaware corporation;

D.R. Horton, Inc.—Gulf Coast, a Delaware corporation;

D.R. Horton, Inc.—Huntsville, a Delaware corporation;

D.R. Horton, Inc.—Jacksonville, a Delaware corporation;

D.R. Horton, Inc.—Louisville, a Delaware corporation;

D.R. Horton, Inc.—Midwest, a California corporation;

D.R. Horton, Inc.—Minnesota, a Delaware corporation;

D.R. Horton, Inc.—New Jersey, a Delaware corporation;

D.R. Horton, Inc.—Portland, a Delaware corporation;

D.R. Horton, Inc.—Torrey, a Delaware corporation;

D.R. Horton BAY, Inc., a Delaware corporation;

D.R. Horton CA2, Inc., a California corporation;

D.R. Horton CA3, Inc., a Delaware corporation;

D.R. Horton CA4, LLC, a Delaware limited liability company;

D.R. Horton CA5, Inc., a Delaware corporation;

D.R. Horton Cruces Construction, Inc., a Delaware corporation;

D.R. Horton Hawaii LLC, a Delaware limited liability company;

D.R. Horton LA North, Inc., a Delaware corporation;

D.R. Horton Los Angeles Holding Company, Inc., a California corporation;

D.R. Horton Management Company, Ltd., a Texas limited partnership;

D.R. Horton Materials, Inc., a Delaware corporation;

D.R. Horton Serenity Construction, LLC, a Delaware limited liability company;

D.R. Horton VEN, Inc., a California corporation;

DRH Cambridge Homes, LLC, a Delaware limited liability company;

DRH Construction, Inc., a Delaware corporation;

DRH—HWY 114, LLC, a Delaware limited liability company;

DRH Phoenix East Construction, Inc., an Arizona corporation;

DRH Regrem LI, LLC, a Delaware limited liability company;

DRH Regrem LII, LLC, a Delaware limited liability company;

DRH Regrem LIII, LLC, a Delaware limited liability company;

DRH Regrem LIV, LLC, a Delaware limited liability company;

DRH Regrem LV, LLC, a Delaware limited liability company;

DRH Regrem LVI, LLC, a Delaware limited liability company;

DRH Regrem LVII, LLC, a Delaware limited liability company;

DRH Regrem LVIII, LLC, a Delaware limited liability company;

DRH Regrem LIX, LLC, a Delaware limited liability company;

DRH Regrem LX, LLC, a Delaware limited liability company;

DRH Regrem LXI, LLC, a Delaware limited liability company;

DRH Regrem LXII, LLC, a Delaware limited liability company;

DRH Regrem LXIII, LLC, a Delaware limited liability company;

DRH Regrem LXIV, LLC, a Delaware limited liability company;

DRH Regrem LXV, LLC, a Delaware limited liability company;

DRH Regrem VII, LP, a Texas limited partnership;

DRH Regrem XII, LP, a Texas limited partnership;

DRH Regrem XV, Inc., a Delaware corporation;

 

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DRH Regrem XVI, Inc., a Delaware corporation;

DRH Regrem XVII, Inc., a Delaware corporation;

DRH Regrem XVIII, Inc., a Delaware corporation;

DRH Regrem XIX, Inc., a Delaware corporation;

DRH Regrem XX, Inc., a Delaware corporation;

DRH Regrem XXI, Inc., a Delaware corporation;

DRH Regrem XXII, Inc., a Delaware corporation;

DRH Regrem XXIII, Inc., a Delaware corporation;

DRH Regrem XXIV, Inc., a Delaware corporation;

DRH Regrem XXV, Inc., a Delaware corporation;

DRH Southwest Construction, Inc., a California corporation;

DRH Tucson Construction, Inc., a Delaware corporation;

HPH Homebuilders 2000 L.P., a California limited partnership;

KDB Homes, Inc., a Delaware corporation;

Lexington Homes—DRH, LLC, a Delaware limited liability company;

Meadows I, Ltd., a Delaware corporation;

Meadows II, Ltd., a Delaware corporation;

Meadows VIII, Ltd., a Delaware corporation;

Meadows IX, Inc., a New Jersey corporation;

Meadows X, Inc., a New Jersey corporation;

Melody Homes, Inc., a Delaware corporation;

Pacific Ridge—DRH, LLC, a Delaware limited liability company;

Pensacola Land Company, LLC, a Delaware limited liability company;

Schuler Homes of Arizona LLC, a Delaware limited liability company;

Schuler Homes of California, Inc., a California corporation;

Schuler Homes of Oregon, Inc., an Oregon corporation;

Schuler Homes of Washington, Inc., a Washington corporation;

SGS Communities at Grande Quay L.L.C., a New Jersey limited liability company;

SHA Construction LLC, a Delaware limited liability company;

SHLR of California, Inc., a California corporation;

SHLR of Nevada, Inc., a Nevada corporation;

SHLR of Washington, Inc., a Washington corporation;

SRHI LLC, a Delaware limited liability company;

SSHI LLC, a Delaware limited liability company;

Vertical Construction Corporation, a Delaware corporation;

Walker Drive, LLC, a Delaware limited liability company;

Western Pacific Housing–Antigua, LLC, a Delaware limited liability company;

Western Pacific Housing–Broadway, LLC, a Delaware limited liability company;

Western Pacific Housing–Canyon Park, LLC, a Delaware limited liability company;

Western Pacific Housing–Carrillo, LLC, a Delaware limited liability company;

Western Pacific Housing–Communications Hill, LLC, a Delaware limited liability company;

Western Pacific Housing–Copper Canyon, LLC, a Delaware limited liability company;

Western Pacific Housing–Creekside, LLC, a Delaware limited liability company;

Western Pacific Housing–Lomas Verdes, LLC, a Delaware limited liability company;

Western Pacific Housing–McGonigle Canyon, LLC, a Delaware limited liability company;

Western Pacific Housing–Mountaingate, L.P., a California limited partnership;

Western Pacific Housing–Norco Estates, LLC, a Delaware limited liability company;

Western Pacific Housing–Pacific Park II, LLC, a Delaware limited liability company;

 

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Western Pacific Housing–Park Avenue East, LLC, a Delaware limited liability company;

Western Pacific Housing–Park Avenue West, LLC, a Delaware limited liability company;

Western Pacific Housing–Playa Vista, LLC, a Delaware limited liability company;

Western Pacific Housing–River Ridge, LLC, a Delaware limited liability company;

Western Pacific Housing–Terra Bay Duets, LLC, a Delaware limited liability company;

Western Pacific Housing–Torrey Meadows, LLC, a Delaware limited liability company;

Western Pacific Housing–Torrey Village Center, LLC, a Delaware limited liability company;

Western Pacific Housing–Windemere, LLC, a Delaware limited liability company;

Western Pacific Housing, Inc., a Delaware corporation;

Western Pacific Housing Management, Inc., a California corporation; and

WPH-Camino Ruiz, LLC, a Delaware limited liability company;

and (ii) each of the Company’s Subsidiaries that becomes a guarantor of the Notes pursuant to the provisions of the Indenture, in each case until subsequently released from its Guarantee pursuant to the provisions of the Indenture.

Intangible Assets” means with respect to the Notes, all unamortized debt discount and expense, unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, write-ups of assets over their prior carrying value (other than write-ups which occurred prior to the Issue Date and other than, in connection with the acquisition of an asset, the write-up of the value of such asset (within one year of its acquisition) to its fair market value in accordance with GAAP) and all other items which would be treated as intangibles on the consolidated balance sheet of the Company and the Guarantors prepared in accordance with GAAP.

Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Company.

Issue Date” means August 14, 2024, the date on which the Notes are originally issued under this Supplemental Indenture.

Moody’s” means Moody’s Investors Service, Inc.

Non-Guarantor Subsidiary” means any Subsidiary that is not a Guarantor.

Par Call Date” means July 15, 2034.

Permitted Liens” means any Lien:

(1) incurred or deposits made to secure the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, development obligations, progress payments, government contracts, utility services, developer’s or other obligations to make on-site or off-site improvements and other obligations of like nature (exclusive of obligations for the payment of borrowed money but including the items referred to in the parenthetical in clause (i)(a) of the definition of “Indebtedness”), in each case incurred in the ordinary course of business of the Company and the Guarantors,

 

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(2) constituting attachment or judgment liens,

(3) securing Non-Recourse Indebtedness of the Company or any Guarantor; provided that it applies only to the Property financed out of the net proceeds of such Non-Recourse Indebtedness (and any accessions thereto and proceeds thereof),

(4) securing Purchase Money Indebtedness; provided that it applies only to the Property acquired, constructed or improved with the proceeds of such Purchase Money Indebtedness (and any accessions thereto and proceeds thereof),

(5) constituting purchase money Liens (including Capitalized Lease Obligations); provided that it applies only to the Property acquired (and any accessions thereto and proceeds thereof) and the related Indebtedness is incurred within 180 days after the acquisition of such Property,

(6) constituting the right of a lender or lenders to which the Company or a Guarantor may be indebted to offset against, or appropriate and apply to the payment of such, Indebtedness any and all balances, credits, deposits, accounts or money of the Company or a Guarantor with or held by such lender or lenders or its affiliates,

(7) constituting the pledge or deposit of cash or other Property in conjunction with obtaining surety, performance, completion or payment bonds and letters of credit or other similar instruments or providing earnest money obligations, escrows or similar purpose undertakings or indemnifications in the ordinary course of business of the Company and the Guarantors,

(8) incurred in connection with pollution control, industrial revenue, water, sewage or other public improvement bonds or any similar bonds,

(9) statutory Liens of landlords and carriers’, warehousemen’s, mechanics’, suppliers’, materialmen’s, repairmen’s or other Liens imposed by law and arising in the ordinary course of business,

(10) leases or subleases granted to others not materially interfering with the ordinary course of business of the Company and the Guarantors taken as a whole,

(11) Liens securing community development district bonds or similar bonds issued by any governmental authority to accomplish similar purposes,

(12) Liens on assets and properties of joint ventures or limited partnerships that are not wholly-owned Subsidiaries of the Company or any of the Guarantors, and

(13) Liens securing the Company’s or the Guarantors’ obligations to third parties, in connection with joint development agreements with such third parties, to perform and/or pay for or reimburse the costs of construction and/or development related to or benefiting Company’s or the Guarantors’ Property and Property belonging to such third parties.

Purchase Money Indebtedness” means Indebtedness of the Company or any Guarantor incurred for the purpose of financing all or any part of the purchase price, or the cost of construction or improvement, of any Property to be used in the ordinary course of business by the Company and the Guarantors; provided, however, that (1) the aggregate principal amount of such Indebtedness shall not exceed such purchase price or cost and (2) such Indebtedness shall be incurred no later than 180 days after the acquisition of such Property or completion of such construction or improvement.

 

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Rating Agency” means (1) each of Moody’s, Fitch and S&P; or (2) if any of Moody’s, Fitch or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available (for reasons outside of the Company’s control), a “nationally recognized statistical rating organization” as defined under Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s Board of Directors) as a replacement Rating Agency for Moody’s, Fitch or S&P, or all three, as the case may be.

Ratings Downgrade Event” means the rating on the Notes is lowered independently by each of the Rating Agencies and the Notes are rated below Investment Grade by all three Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Ratings Downgrade Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Ratings Downgrade Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at the Company’s request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Ratings Downgrade Event).

Revolving Credit Facility” means the revolving credit facility entered into by the Company pursuant to that certain Credit Agreement dated as of September 7, 2012, as amended prior to the Issue Date and as may be further amended or modified from time to time, by and among the Company, Mizuho Bank LTD. (as successor in interest to The Royal Bank of Scotland plc), as administrative agent, and the lenders and other parties thereto.

S&P” means S&P Global Ratings, a division of S&P Global Inc.

Sale and Leaseback Transaction” means a sale or transfer made by the Company or a Guarantor of any Property which is either (a) a manufacturing facility, project club house, amenity center and common area, office building, warehouse or distribution facility whose book value equals or exceeds 1% of Consolidated Adjusted Tangible Assets as of the date of determination or (b) another Property which exceeds 5% of Consolidated Adjusted Tangible Assets as of the date of determination, if such sale or transfer is made with the agreement, commitment or intention of leasing such Property to the Company or a Guarantor, provided that “Sale and Leaseback Transaction” shall not include (1) a sale and leaseback transaction relating to a Property entered into within 180 days after the later of (i) the date of acquisition of such Property by the Company or a Guarantor and (ii) the date of the completion of construction or commencement of full operations on such Property, whichever is later, (2) a sale and leaseback transaction which has a lease of no more than three years in length or (3) a sale or transfer made to the Company or another Guarantor.

Secured Debt” means any Indebtedness of the Company or any Guarantor which is secured by (a) a Lien in any Property of the Company or a Guarantor (other than property excluded in clause (b)) or (b) a Lien on Capital Stock owned directly or indirectly by the Company or a Guarantor in a corporation or other entity (other than a Non-Guarantor Subsidiary) or in the rights of the Company or a Guarantor in

 

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respect of Indebtedness of a corporation or other entity (other than a Non-Guarantor Subsidiary) in which the Company or a Guarantor owns Capital Stock. The securing in the foregoing manner of any such Indebtedness which immediately prior thereto was not Secured Debt shall be deemed to be the creation of Secured Debt at the time security is given. For the avoidance of doubt, cash collateralized letters of credit issued under the Revolving Credit Facility shall not constitute Secured Debt.

Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs:

(1) The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

(2) If on the third Business Day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

Voting Stock” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

 

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ARTICLE THREE

Covenants

Section 3.01. Limitations on Secured Debt.

The Company will not, and will not cause or permit any Guarantor to, create, incur, assume or guarantee any Secured Debt unless the Notes are secured equally and ratably with (or prior to) such Secured Debt, provided that the foregoing does not prohibit the creation, incurrence, assumption or guarantee of:

(1) Secured Debt which is secured by Liens on model homes, homes held for sale, homes that are under construction or under contract for sale, contracts for the sale of homes, land (improved or unimproved), contracts for the sale of land, project club houses, amenity centers and common areas, manufacturing plants, warehouses, distribution facilities or office buildings, and fixtures and equipment located at or on any of the foregoing or leasehold or other interests in any of the foregoing;

(2) Secured Debt which is secured by a Lien on Property at the time of its acquisition by the Company or a Guarantor, which Lien secures obligations assumed by the Company or a Guarantor, or on the Property of a corporation or other entity at the time it is merged into or consolidated with the Company or a Guarantor or becomes a Guarantor as a result of the acquisition of its Capital Stock by the Company or a Guarantor (other than Secured Debt created in contemplation of the acquisition of such Property or the consummation of such a merger or consolidation or acquisition where the Lien attaches to or affects the Property of the Company or a Guarantor prior to such transaction);

(3) Secured Debt which is secured by Liens arising from conditional sales agreements or title retention agreements with respect to Property acquired by the Company or a Guarantor;

(4) Secured Debt which is secured by Liens securing Indebtedness of a Guarantor owing to the Company or to another Guarantor;

(5) Indebtedness secured by a Permitted Lien; and

(6) any amendment, restatement, supplement, renewal, replacement, extension, refinancing or refunding, in whole or in part (“Refinanced Debt”), of Secured Debt that was permitted to be created, incurred, assumed or guaranteed pursuant to clauses (1) through (5) above at the time of the original creation, incurrence, assumption or guarantee thereof, or by this clause (6), provided in each case that the principal amount of the Refinanced Debt does not exceed the principal amount of the Secured Debt being refinanced, extended, renewed or replaced (plus accrued interest thereon and expenses of refinancing, extension, renewal or replacement) and such Refinanced Debt is not secured by any additional Properties of the Company or any Guarantor (other than accessions and proceeds).

In addition, the Company and the Guarantors may create, incur, assume or guarantee Secured Debt, without equally or ratably (or on a senior basis) securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount (or the accreted value thereof, in the case of any Secured Debt issued with original issue discount) of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (6) above and any Secured Debt in relation to which the Notes have been secured equally and ratably (or on a senior basis)) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1) and (2) and if the 365 day period referenced therein shall have expired, also clause (3) under Section 3.02) as of the date of determination would not exceed 20% of Consolidated Adjusted Tangible Assets.

 

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Section 3.02. Restrictions on Sale and Leaseback Transactions.

The Company will not, and will not cause or permit any Guarantor to, enter into any Sale and Leaseback Transaction, unless:

(1) notice is promptly given to the Trustee of the Sale and Leaseback Transaction;

(2) fair value is received by the Company or a Guarantor for the Property sold (as determined in good faith pursuant to a resolution of the Board of Directors delivered to the Trustee); and

(3) the Company or a Guarantor, within 365 days after the completion of the Sale and Leaseback Transaction, applies an amount equal to the net proceeds therefrom either:

(A) to the redemption, repayment or retirement of (a) the Notes or the Securities of any other Series under the Base Indenture (other than a Series that, pursuant to the applicable supplemental indenture or Authorizing Resolution, does not have the benefit of this Section or its equivalent), including the cancellation by the Trustee of any Securities of any such Series delivered by the Company to the Trustee, or (b) any other Indebtedness of the Company or any Guarantor (other than Indebtedness which by its terms or the terms of the instrument by which it was issued is subordinate in right of payment to the Notes or any such other Series), or

(B) to the purchase by the Company or a Guarantor of Property substantially similar to the Property sold or transferred.

Without regard to the foregoing, the Company and the Guarantors may enter into a Sale and Leaseback Transaction if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (6) of the first paragraph of Section 3.01 above or Secured Debt in relation to which the Notes have been secured equally and ratably (or on a senior basis)) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1) and (2) and if the 365 day period referenced therein shall have expired, also clause (3) above) as of the date of determination would not exceed 20% of Consolidated Adjusted Tangible Assets.

Section 3.03. Offer to Purchase upon Change of Control Triggering Event.

(1) In the event that there shall occur a Change of Control Triggering Event, except as otherwise provided in Section 3.03(6) hereof, the Company shall make an offer to each Holder of the Notes (the “Change of Control Offer”) to purchase all or any part of such Holder’s Notes at 101% of the principal amount thereof plus accrued and unpaid interest to the date of purchase (the “Change of Control Purchase Price”) in accordance with the procedures set forth in this Section 3.03.

(2) On or before the thirtieth day after any Change of Control Triggering Event, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall be obligated to make the Change of Control Offer by mailing, or causing to be mailed, to all Holders of Notes, with a copy to the Trustee, a notice regarding the Change of Control

 

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Triggering Event and the Change of Control Offer. The notice shall state the payment date for the repurchase of the Notes, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice may, if mailed prior to the date of consummation of the Change of Control, also state that the offer to purchase is conditioned on a Change of Control or Change of Control Triggering Event occurring on or prior to the payment date specified in the notice.

(3) On the payment date of the Change of Control Purchase Price as specified in the notice, the Company shall, to the extent lawful:

(A) accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;

(B) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer; and

(C) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

(4) The Paying Agent shall promptly mail to each Holder of Notes properly tendered pursuant to the Change of Control Offer, the Change of Control Purchase Price for such Notes, and the Trustee shall promptly authenticate and mail, or cause to be transferred by book entry, to each such Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that the new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as reasonably practicable after the payment date of the Change of Control Purchase Price.

(5) The Company will comply with applicable law, including Section 14(e) of the Exchange Act and Rule 14e-1 thereunder, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase of the Notes as a result of a Change of Control or Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 3.03, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.03 by virtue of such conflict.

(6) The Company will not be required to make a Change of Control Offer after a Change of Control Triggering Event if (1) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer, (2) the Company has given notice to redeem all Notes in accordance with paragraph 4 of the Notes and Article Three of the Base Indenture, unless and until there is a default in payment of the applicable redemption price or (3) in connection with or in contemplation of any Change of Control for which a definitive agreement is in place, the Company or a third party has made an offer to purchase (an “Alternate Offer”) any and all Notes properly tendered at a cash price equal to or higher than the Change of Control Purchase Price and has purchased all Notes properly tendered and not withdrawn in accordance with the terms of such Alternate Offer.

(7) None of the provisions relating to a repurchase upon a Change of Control Triggering Event shall be waivable by the Board of Directors of the Company.

 

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ARTICLE FOUR

Miscellaneous

Section 4.01. Governing Law.

THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS SUPPLEMENTAL INDENTURE, THE NOTES AND THE GUARANTEES.

Section 4.02. No Adverse Interpretation of Other Agreements.

This Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Supplemental Indenture.

Section 4.03. No Recourse Against Others.

All liability (i) described in Paragraph 11 of the Notes, of any director, officer, employee or stockholder, as such, of the Company and (ii) described in the second paragraph of the guarantees of each Guarantor, of any stockholder, officer, director, employee, incorporator, partner, member or manager, as such, of any Guarantor, is waived and released.

Section 4.04. Successors and Assigns.

All covenants and agreements of the Company and the Guarantors in this Supplemental Indenture and the Notes shall bind its successors and assigns. All agreements of the Trustee in this Supplemental Indenture shall bind its successors and assigns.

Section 4.05. Counterparts; Electronic Signature.

This Supplemental Indenture may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Notwithstanding anything to the contrary in the Base Indenture, any signature to this Supplemental Indenture, the Notes and the Guarantees may be executed and delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. Federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly executed and delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. Each of the parties hereto represents and warrants to the other parties that it has the capacity and authority to execute this Supplemental Indenture, the Notes and the Guarantees through electronic means. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes.

Section 4.06. Severability.

In case any one or more of the provisions contained in this Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture or of the Notes.

 

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[Signature Pages Follow]

 

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SIGNATURES

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

 

D.R. HORTON, INC.
By:    
Name:   Bill W. Wheat
Title:  

Executive Vice President and Chief

Financial Officer


GUARANTORS:

 

C. RICHARD DOBSON BUILDERS, INC.    CH INVESTMENTS OF TEXAS, INC.
CHTEX OF TEXAS, INC.    CONTINENTAL HOMES, INC.
CONTINENTAL RESIDENTIAL, INC.    D.R. HORTON, INC. - BIRMINGHAM
D.R. HORTON, INC. -CHICAGO    D.R. HORTON, INC. - DIETZ-CRANE
D.R. HORTON, INC. - GREENSBORO    D.R. HORTON, INC. - GULF COAST
D.R. HORTON, INC. - HUNTSVILLE    D.R. HORTON, INC. - JACKSONVILLE
D.R. HORTON, INC. - LOUISVILLE    D.R. HORTON, INC. - MIDWEST
D.R. HORTON, INC. - MINNESOTA    D.R. HORTON, INC. - NEW JERSEY
D.R. HORTON, INC. - PORTLAND    D.R. HORTON, INC. - TORREY
D.R. HORTON BAY, INC.    D.R. HORTON CA2, INC.
D.R. HORTON CA3, INC.    D.R. HORTON CA5, INC.
D.R. HORTON CRUCES CONSTRUCTION, INC.    D.R. HORTON LA NORTH, INC.
D.R. HORTON LOS ANGELES HOLDING COMPANY, INC.    D.R. HORTON MATERIALS, INC.
D.R. HORTON VEN, INC.    DRH CONSTRUCTION, INC.
DRH PHOENIX EAST CONSTRUCTION, INC.    DRH REGREM XV, INC.
DRH REGREM XVI, INC.    DRH REGREM XVII, INC.
DRH REGREM XVIII, INC.    DRH REGREM XIX, INC.
DRH REGREM XX, INC.    DRH REGREM XXI, INC.
DRH REGREM XXII, INC.    DRH REGREM XXIII, INC.
DRH REGREM XXIV, INC.    DRH REGREM XXV, INC.
DRH SOUTHWEST CONSTRUCTION, INC.    DRH TUCSON CONSTRUCTION, INC.
KDB HOMES, INC.    MEADOWS I, LTD.
MEADOWS II, LTD.    MEADOWS VIII, LTD.
MEADOWS IX, INC.    MEADOWS X, INC.
MELODY HOMES, INC.    SCHULER HOMES OF CALIFORNIA, INC.
SCHULER HOMES OF OREGON, INC.    SCHULER HOMES OF WASHINGTON, INC.
SHLR OF CALIFORNIA, INC.    SHLR OF NEVADA, INC.
SHLR OF WASHINGTON, INC.    VERTICAL CONSTRUCTION CORPORATION
WESTERN PACIFIC HOUSING, INC.    WESTERN PACIFIC HOUSING MANAGEMENT, INC.

 

By:                   
Name:   Bill W. Wheat
Title:  

Executive Vice President and Chief

Financial Officer

[Signature Page to Sixth Supplemental Indenture]


CONTINENTAL HOMES OF TEXAS, L.P.

 

By:   CHTEX of Texas, Inc.,
  as General Partner

 

By:                 
Name:   Bill W. Wheat
Title:  

Executive Vice President and Chief

Financial Officer

D.R. HORTON - CROWN, LLC

D.R. HORTON - GEORGIA, LLC

D.R. HORTON - HIGHLAND, LLC

D.R. HORTON - IOWA, LLC

D.R. HORTON - NEBRASKA, LLC

D.R. HORTON - NW ARKANSAS, LLC

D.R. HORTON - PENSACOLA, LLC

D.R. HORTON - REGENT, LLC

D.R. HORTON - SPRINGFIELD, LLC

D.R. HORTON - TERRAMOR, LLC

D.R. HORTON - WPH, LLC

D.R. HORTON SERENITY CONSTRUCTION, LLC

DRH REGREM LI, LLC

DRH REGREM LII, LLC

DRH REGREM LIII, LLC

DRH REGREM LIV, LLC

DRH REGREM LV, LLC

DRH REGREM LVI, LLC

DRH REGREM LVII, LLC

DRH REGREM LVIII, LLC

DRH REGREM LIX, LLC

DRH REGREM LX, LLC

DRH REGREM LXI, LLC

DRH REGREM LXII, LLC

DRH REGREM LXIII, LLC

DRH REGREM LXIV, LLC

DRH REGREM LXV, LLC

 

By:   D.R. Horton, Inc.,
  as Sole Member

 

By:                 
Name:   Bill W. Wheat
Title:  

Executive Vice President and Chief

Financial Officer

[Signature Page to Sixth Supplemental Indenture]


DRH CAMBRIDGE HOMES, LLC

 

By:   D.R. Horton, Inc. –Chicago,
  as Sole Member

 

By:               
Name:   Bill W. Wheat
Title:  

Executive Vice President and Chief

Financial Officer

D.R. HORTON - EMERALD, LTD.

D.R. HORTON - TEXAS, LTD.

D.R. HORTON MANAGEMENT COMPANY, LTD.

DRH REGREM VII, LP

DRH REGREM XII, LP

 

By:   Meadows I, Ltd.,
  as General Partner

 

By:                 
Name:   Bill W. Wheat
Title:  

Executive Vice President and Chief

Financial Officer

D.R. HORTON HAWAII LLC

 

By:   Vertical Construction Corporation,
  as Manager

 

By:                 
Name:   Bill W. Wheat
Title:  

Executive Vice President and Chief

Financial Officer

[Signature Page to Sixth Supplemental Indenture]


D.R. HORTON CA4, LLC

 

By:   Western Pacific Housing, Inc.,
  as Sole Member

 

By:                 
Name:   Bill W. Wheat
Title:  

Executive Vice President and

Chief Financial Officer

SGS COMMUNITIES AT GRANDE QUAY L.L.C.

 

By:   Meadows IX, Inc.,
  as Member

 

By:                 
Name:   Bill W. Wheat
Title:  

Executive Vice President and

Chief Financial Officer

and

 

By:   Meadows X, Inc.,
  as Member

 

By:                
Name:   Bill W. Wheat
Title:  

Executive Vice President and

Chief Financial Officer

LEXINGTON HOMES - DRH, LLC

PACIFIC RIDGE - DRH, LLC

 

By:   SHLR of Washington, Inc.,
  as Sole Member

 

By:                 
Name:   Bill W. Wheat
Title:  

Executive Vice President and

Chief Financial Officer

[Signature Page to Sixth Supplemental Indenture]


PENSACOLA LAND COMPANY, LLC

SHULER HOMES OF ARIZONA LLC

SHA CONSTRUCTION LLC

SRHI LLC

SSHI LLC

 

By:                 
Name:   Bill W. Wheat
Title:  

Executive Vice President and Chief

Financial Officer

HPH HOMEBUILDERS 2000 L.P.

WESTERN PACIFIC HOUSING-ANTIGUA, LLC

WESTERN PACIFIC HOUSING-BROADWAY, LLC

WESTERN PACIFIC HOUSING-CANYON PARK, LLC

WESTERN PACIFIC HOUSING-CARRILLO, LLC

WESTERN PACIFIC HOUSING-COMMUNICATIONS HILL, LLC

WESTERN PACIFIC HOUSING-COPPER CANYON, LLC

WESTERN PACIFIC HOUSING-CREEKSIDE, LLC

WESTERN PACIFIC HOUSING-LOMAS VERDES, LLC

WESTERN PACIFIC HOUSING-MCGONIGLE CANYON, LLC

WESTERN PACIFIC HOUSING-MOUNTAINGATE, L.P.

WESTERN PACIFIC HOUSING-NORCO ESTATES, LLC

WESTERN PACIFIC HOUSING-PACIFIC PARK II, LLC

WESTERN PACIFIC HOUSING-PARK AVENUE EAST, LLC

WESTERN PACIFIC HOUSING-PARK AVENUE WEST, LLC

WESTERN PACIFIC HOUSING-PLAYA VISTA, LLC

WESTERN PACIFIC HOUSING-RIVER RIDGE, LLC

WESTERN PACIFIC HOUSING-TERRA BAY DUETS, LLC

WESTERN PACIFIC HOUSING-TORREY MEADOWS, LLC

WESTERN PACIFIC HOUSING-TORREY VILLAGE CENTER, LLC

WESTERN PACIFIC HOUSING-WINDEMERE, LLC

WPH-CAMINO RUIZ, LLC

By: Western Pacific Housing Management, Inc.,

  as Manager, Managing Member and General Partner, as applicable

 

By:                 
Name:   Bill W. Wheat
Title:  

Executive Vice President and

Chief Financial Officer

[Signature Page to Sixth Supplemental Indenture]


D.R. HORTON - CHAUSTIN, LLC

 

By:   Continental Homes of Texas, L.P.,
  as Sole Member

 

By:   CHTEX of Texas, Inc.
  as General Partner

 

By:                 
Name:   Bill W. Wheat
Title:  

Executive Vice President and

Chief Financial Officer

D.R. HORTON - INDIANA, LLC

 

By:   D.R. Horton, Inc. – Midwest,
  its Member

 

By:                 
Name:   Bill W. Wheat
Title:  

Executive Vice President and

Chief Financial Officer

D.R. HORTON - COLORADO, LLC

D.R. HORTON - WYOMING, LLC

 

By:   Melody Homes, Inc.,
  its Member

 

By:                 
Name:   Bill W. Wheat
Title:  

Executive Vice President and

Chief Financial Officer

[Signature Page to Sixth Supplemental Indenture]


DRH - HWY 114, LLC

D.R. HORTON - CORPUS CHRISTI, LLC

D.R. HORTON - HOUSTON, LLC

D.R. HORTON - PERMIAN, LLC

 

By:   D.R. Horton – Texas, Ltd.,
  its Member

 

By:   Meadows I, Ltd.,
  its General Partner

 

By:                 
Name:   Bill W. Wheat
Title:  

Executive Vice President and

Chief Financial Officer

WALKER DRIVE, LLC

 

By:   D.R. Horton BAY, Inc.,
  its Member

 

By:                 
Name:   Bill W. Wheat
Title:  

Executive Vice President and

Chief Financial Officer

D.R. HORTON - WPA, LLC

 

By:   D.R. Horton Inc. - New Jersey,
  its Member

 

By:                 
Name:   Bill W. Wheat
Title:  

Executive Vice President and

Chief Financial Officer

[Signature Page to Sixth Supplemental Indenture]


TRUIST BANK,

as Trustee

 

By:                 
Name:  
Title:  

[Signature Page to Sixth Supplemental Indenture]


EXHIBIT A

[FORM OF FACE OF SECURITY]

[Global Security Legend]

THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE HOLDERS OF BENEFICIAL INTERESTS HEREIN, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE ANY SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06 OF THE BASE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR TO ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ANY ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO SUCH ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.

 

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No.    CUSIP No.: 23331A BS7
   ISIN No.: US23331ABS78

5.000% SENIOR NOTES DUE 2034

D.R. HORTON, INC.

a Delaware corporation

promises to pay to [     ] or registered assigns

the principal sum of $[     ] (     ) Dollars on October 15, 2034.

Interest Payment Dates: April 15 and October 15, commencing April 15, 2025

Record Dates: April 1 and October 1

 

D.R. HORTON, INC.
By:    
  Title:

Authenticated:

Truist Bank,

as Trustee, certifies that this is one of the Securities

referred to in the within mentioned Indenture.

 

By:    
 

Authorized Signatory

Dated:

 

A-2


[FORM OF REVERSE SIDE OF SECURITY]

D.R. HORTON, INC.

5.000% SENIOR NOTES DUE 2034

D.R. HORTON, INC., a Delaware corporation (together with its successors and assigns, the “Company”), issued this Security under an Indenture dated as of October 10, 2019 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture”) by and between the Company and Truist Bank (formerly known as Branch Banking and Trust Company), as the trustee (the “Trustee”), as supplemented by the Sixth Supplemental Indenture dated as of August 14, 2024 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), by and among the Company, the Guarantors party thereto and the Trustee, to which reference is hereby made for a statement of the respective rights, obligations, duties and immunities thereunder of the Company, the Trustee and the Holders and of the terms upon which the Securities are, and are to be, authorized and delivered. All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them therein.

 

1.

Interest.

The Company promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest semiannually on April 15 and October 15 of each year (each, an “Interest Payment Date”), commencing April 15, 2025, until the principal is paid or made available for payment. Interest on the Securities will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from August 14, 2024, provided that, if there is no existing default in the payment of interest, and if this Security is authenticated between a record date referred to on the face hereof and the next succeeding interest payment date, interest shall accrue from such interest payment date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

 

2.

Method of Payment.

The Company will pay interest on the Securities (except defaulted interest, if any, which will be paid on such special payment date to Holders of record on such special record date as may be fixed by the Company) to the persons who are registered Holders of Securities at the close of business on April 1 or October 1, as the case may be, immediately preceding the applicable interest payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts.

 

3.

Paying Agent and Registrar.

Initially, the Trustee will act as Paying Agent and Registrar. The Company may change or appoint any Paying Agent, Registrar or co-Registrar without notice. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Registrar or co-Registrar.

 

4.

Optional Redemption.

Prior to July 15, 2034 (the “Par Call Date”), the Company may redeem the Securities at its option, in whole or in part, at any time or from time to time, at a redemption price (expressed as a

 

A-3


percentage of principal amount and rounded to three decimal places) equal to the greater of: (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Securities matured on the Par Call Date), on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points (0.200%) less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Securities to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after the Par Call Date, the Company may redeem the Securities, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Securities being redeemed, plus accrued and unpaid interest thereon to the redemption date.

The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed.

In the case of a partial redemption, selection of the Securities for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Securities of a principal amount of $2,000 or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption that relates to the Security will state the portion of the principal amount of the Security to be redeemed. A new Security in a principal amount equal to the unredeemed portion of the Security will be issued in the name of the Holder of the Security upon surrender for cancellation of the original Security. For so long as the Securities are held by DTC (or another Depositary), the redemption of the Securities shall be done in accordance with the policies and procedures of the Depositary.

Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Securities or portions thereof called for redemption.

 

5.

Denominations, Transfer, Exchange.

The Securities are in registered form only without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder may transfer or exchange Securities by presentation of such Securities to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Securities of other denominations. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not transfer or exchange any Security selected for redemption or purchase, except the unredeemed or unpurchased part thereof if the Security is redeemed or purchased in part, or transfer or exchange any Securities for a period of 15 days before a selection of Securities to be redeemed or purchased.

 

6.

Persons Deemed Owners.

The registered Holder of this Security shall be treated as the owner of it for all purposes.

 

A-4


7.

Unclaimed Money.

Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal or interest that remains unclaimed for two years, and thereafter, Holders entitled to the money must look to the Company for payment as general creditors.

 

8.

Amendment, Supplement, Waiver.

Subject to certain exceptions, the Indenture or the Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by the amendment and any past default or compliance with any provision relating to any Series of the Securities may be waived in a particular instance with the consent of the Holders of a majority in principal amount of the outstanding Securities of such Series. Without the consent of any Securityholder, the Company and the Trustee may amend or supplement the Indenture or the Securities in certain respects as specified in the Indenture.

 

9.

Successor.

When a successor assumes all the obligations of its predecessor under a Series of the Securities and the Indenture, the predecessor will be released from those obligations.

 

10.

Trustee Dealings With Company.

Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its affiliates, and may otherwise deal with the Company or its affiliates, as if it were not the Trustee, including owning or pledging the Securities.

 

11.

No Recourse Against Others.

A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. The waiver may not be effective to waive liabilities under the federal securities laws.

 

12.

Discharge of Indenture.

The Indenture contains certain provisions pertaining to defeasance and discharge, which provisions shall for all purposes have the same effect as if set forth herein.

 

13.

Authentication.

This Security shall not be valid until an authorized signatory of the Trustee signs the certificate of authentication on this Security.

 

14.

Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gift to Minors Act).

 

A-5


15.

GOVERNING LAW.

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

16.

CUSIP and ISIN Numbers.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Securities and has directed the Trustee to use CUSIP and ISIN numbers in notices of repurchase as a convenience to Holders. No representation is made by the Company or the Trustee as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of repurchase and reliance may be placed only on the other identification numbers placed thereon.

 

17.

Copies.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and the applicable Authorizing Resolution or supplemental indenture. Requests may be made to: D.R. Horton, Inc., 1341 Horton Circle, Arlington, Texas 76011, Attention: Chief Financial Officer.

 

18.

Change of Control Triggering Event.

In the event that there shall occur a Change of Control Triggering Event, except as otherwise provided in the Indenture, the Company shall make an offer to each Holder of the Securities to purchase all or any part of such Holder’s Securities at 101% of the principal amount thereof plus accrued and unpaid interest to the date of purchase in accordance with the procedures set forth in the Indenture.

 

19.

Defaults and Remedies.

The Events of Default relating to the Securities are defined in Article Six of the Base Indenture as modified by the Supplemental Indenture. Upon the occurrence of an Event of Default, the rights and obligations of the Company and the Holders shall be as set forth in the Indenture.

 

A-6


ASSIGNMENT FORM

If you the Holder want to assign this Security, fill in the form below:

I or we assign and transfer this Security to

 

 

(Insert assignee’s social security or tax ID number)

 

 

 

 

 

 

 

 

(Print or type assignee’s name, address, and zip code)

and irrevocably appoint

agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Date:       

Your signature:       

(Sign exactly as your name appears on the other side of this Security)

Signature Guarantee:       

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended.

 

A-7


EXHIBIT B

[FORM OF NOTATION ON SECURITY OF GUARANTEE]

GUARANTEE

The undersigned (the “Guarantors”) have unconditionally guaranteed, jointly and severally (such guarantee by each Guarantor being referred to herein as the “Guarantee”) (i) the due and punctual payment of the principal of and interest on this Security, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on this Security, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article Nine of the Base Indenture and (ii) in case of any extension of time of payment or renewal of this Security or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

No past, present or future stockholder, officer, director, employee, incorporator, partner, member or manager, as such, of any of the Guarantors shall have any liability under the Guarantee by reason of such person’s status as stockholder, officer, director, employee, incorporator, partner, member or manager. Each Holder of a Security by accepting a Security waives and releases all such liability. This waiver and release are part of the consideration for the issuance of the Guarantees.

Each Holder of this Security by accepting this Security agrees that any Guarantor named below shall have no further liability with respect to its Guarantee if such Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the terms of the Indenture.

THE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Securities upon which the Guarantee is noted shall have been executed by the Trustee under the Indenture by the signature of one of its authorized officers.

[Signature of Guarantor(s)]

 

By:                  
  Name:
  Title

 

By:                  
  Name:
  Title

 

B-1