-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 FT4HhrC3IcbzF5p95y1NTAewkixIZZaJd6FNQL8Eka8cpXV6y8x70HKGrtFQlnuo
 5poO0L/vSX3hOFSOjkKJfQ==

<SEC-DOCUMENT>0000950134-02-001525.txt : 20020414
<SEC-HEADER>0000950134-02-001525.hdr.sgml : 20020414
ACCESSION NUMBER:		0000950134-02-001525
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20020221
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020222

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HORTON D R INC /DE/
		CENTRAL INDEX KEY:			0000882184
		STANDARD INDUSTRIAL CLASSIFICATION:	OPERATIVE BUILDERS [1531]
		IRS NUMBER:				752386963
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14122
		FILM NUMBER:		02555590

	BUSINESS ADDRESS:	
		STREET 1:		1901 ASCENSION BLVD
		STREET 2:		STE 100
		CITY:			ARLINGTON
		STATE:			TX
		ZIP:			76006
		BUSINESS PHONE:		8178568200

	MAIL ADDRESS:	
		STREET 1:		1901 ASCENSION BLVD
		STREET 2:		SUITE 100
		CITY:			ARLINGTON
		STATE:			TX
		ZIP:			76006
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d94437e8-k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 Current Report
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                                FEBRUARY 21, 2002
                                -----------------
                (Date of Report--Date of Earliest Event Reported)



                                D.R. HORTON, INC.
                                -----------------
             (Exact Name of Registrant as Specified in its Charter)



<Table>
<S>                                     <C>                             <C>
           DELAWARE                             1-14122                            75-2386963
           --------                             -------                            ----------
  (State or Other Jurisdiction          (Commission File Number)       (IRS Employer Identification No.)
        of Incorporation)
</Table>





           1901 ASCENSION BOULEVARD, SUITE 100, ARLINGTON, TEXAS 76006
           -----------------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (817) 856-8200
                                 --------------
              (Registrant's Telephone Number, Including Area Code)


           -----------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



<PAGE>



ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

On February 21, 2002, the stockholders of D.R. Horton, Inc. and Schuler Homes,
Inc., each a Delaware corporation, approved the merger of Schuler into D.R.
Horton, with D.R. Horton as the surviving corporation, and the merger became
effective. Under the terms of the merger agreement, based on the average closing
price of D.R. Horton common stock of $36.766 for the 15 consecutive trading days
ended, and including, February 15, 2002, Schuler stockholders who did not elect
to receive the merger consideration in all cash or all stock will receive the
base merger consideration consisting of a combination of $4.09 in cash and 0.487
shares of D.R. Horton common stock for each share of Schuler common stock.
Schuler stockholders who elected to receive the merger consideration in all
stock will receive 0.598 shares of D.R. Horton common stock in exchange for each
share of Schuler common stock. Since both the total amount of cash and the total
number of shares of D.R. Horton common stock were fixed, the merger
consideration payable to Schuler stockholders who elected to receive all cash
was prorated. As a result of proration, such Schuler stockholders who elected to
receive the merger consideration in all cash will receive $10.523 in cash and
0.312 shares of D.R. Horton common stock for each share of Schuler common stock.
The aggregate merger consideration paid by D.R. Horton consisted of
approximately 20,083,000 shares of D.R. Horton common stock and $168,668,000 in
cash. In addition, D.R. Horton assumed approximately $731,000,000 in Schuler
debt in the merger. The cash portion of the merger consideration was funded
through existing cash and borrowing under D.R. Horton's revolving credit
facility.

On the effective date of the merger, as contemplated by the merger agreement,
James K. Schuler was elected to the D.R. Horton board of directors. In addition,
pursuant to the terms of the merger agreement, D.R. Horton will issue to Schuler
employees options to purchase approximately 533,000 shares of D.R. Horton common
stock that replace their Schuler stock options, which were terminated pursuant
to the Schuler stock option plans. The exercise price, term and vesting schedule
of such D.R. Horton stock options will be comparable to the corresponding terms
of the Schuler stock options replaced. In addition, Schuler stock options held
by a Schuler executive officer became fully vested and exercisable for
approximately 11,000 shares of D.R. Horton common stock upon the closing of the
merger. Other information concerning the merger has been previously reported in,
and is described in, the Joint Proxy Statement/Prospectus, dated January 17,
2002, which is part of D.R. Horton's Registration Statement on Form S-4
(Registration No. 333-73888), and D.R. Horton's Current Reports on Form 8-K,
dated January 22, 2002 and February 15, 2002.

Schuler designs, builds and markets single-family residences, townhomes, and
condominiums primarily to entry-level, first-time and, to a lesser extent,
second-time move-up buyers in western suburban markets. Prior to the merger, the
company was one of the top fifteen homebuilders in the country and was among the
top five homebuilders in California, Colorado, Hawaii, Washington and Oregon
with a growing presence in Arizona. D.R. Horton currently intends to operate the
business of Schuler as a separate region of D.R. Horton and to build and sell
homes under the Schuler Homes, Melody Homes, Western Pacific Housing and
Stafford Homes names.

The effectiveness of the merger was publicly announced by means of a news
release attached hereto as Exhibit 99.1.



<PAGE>

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.

The balance sheet of Schuler Homes, Inc. as of March 31, 2001, the consolidated
financial statements of Schuler Residential, Inc. as of March 31, 2001 and 2000
and for the years ended March 31, 2001, December 31, 1999 and 1998, and the
three month period ended March 31, 2000, the combined financial statements of
Western Pacific Housing as of March 31, 2001 and 2000 and for the years ended
March 31, 2001, 2000 and 1999, and the reports of Ernst & Young LLP, independent
auditors, included therein, are incorporated herein by reference to the Annual
Report of Schuler Homes, Inc. on Form 10-K (SEC File No. 000-32461) for the
fiscal year ended March 31, 2001. The unaudited consolidated financial
statements of Schuler Homes, Inc. as of June 30, 2001, September 30, 2001 and
December 31, 2001 are incorporated herein by reference to the Quarterly Reports
of Schuler Homes, Inc. on Form 10-Q for the quarters ended June 30, 2001,
September 30, 2001 and December 31, 2001.

         (b) PRO FORMA FINANCIAL INFORMATION.

The unaudited pro forma combined condensed balance sheet and statement of income
reflecting the assumed merger of D.R. Horton, Inc. and Schuler Homes, Inc. as of
September 30, 2001 and for the year ended September 30, 2001 are incorporated
herein by reference to Amendment No. 3 to D.R. Horton's Registration Statement
on Form S-4 (Registration No. 333-73888), dated January 16, 2002. The unaudited
pro forma combined condensed balance sheet and statement of income reflecting
the assumed merger of D.R. Horton, Inc. and Schuler Homes, Inc. as of December
31, 2001 and for the quarter ended December 31, 2001 are attached hereto as
Exhibit 99.2 and incorporated herein by reference.

         (c) EXHIBITS.

2.1      Agreement and Plan of Merger dated as of October 22, 2001, as amended
         on November 8, 2001, by and between D.R. Horton, Inc. and Schuler
         Homes, Inc. (conformed as amended and incorporated by reference to
         Annex I to the Joint Proxy Statement/Prospectus contained in the
         Registration Statement on Form S-4 (Registration No. 333-73888), dated
         January 16, 2002). D.R. Horton agrees to furnish supplementally a copy
         of omitted schedules to the SEC upon request.

8.1      Tax opinion of Gibson, Dunn & Crutcher LLP, Dallas, Texas

8.2      Tax opinion of Gibson, Dunn & Crutcher LLP, Los Angeles, California

23.2     Consent of Ernst & Young LLP, Los Angeles, California.

99.1     Joint Press Release dated February 21, 2002.

99.2     Unaudited pro forma combined condensed balance sheet and statement of
         income of D.R. Horton, Inc. and Schuler Homes, Inc. as of December 31,
         2001 and for the quarter ended December 31, 2001.


<PAGE>


                                    SIGNATURE

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

Date:  February 21, 2002

                                       D. R. Horton, Inc.


                                       By: /s/ SAMUEL R. FULLER
                                          -------------------------------------
                                          Samuel R. Fuller
                                          Executive Vice President, Treasurer,
                                          and Chief Financial Officer





<PAGE>


                                  EXHIBIT INDEX



<Table>
<Caption>
EXHIBIT
NUMBER            DESCRIPTION
- -------           -----------
<S>               <C>
2.1               Agreement and Plan of Merger dated as of October 22, 2001, as
                  amended on November 8, 2001, by and between D.R. Horton, Inc.
                  and Schuler Homes, Inc. (conformed as amended and incorporated
                  by reference to Annex I to the Joint Proxy
                  Statement/Prospectus contained in the Registration Statement
                  on Form S-4 (Registration No. 333-73888), dated January 16,
                  2002). D.R. Horton agrees to furnish supplementally a copy of
                  omitted schedules to the SEC upon request.

8.1*              Tax opinion of Gibson, Dunn & Crutcher LLP, Dallas, Texas

8.2*              Tax opinion of Gibson, Dunn & Crutcher LLP, Los Angeles,
                  California

23.2*             Consent of Ernst & Young LLP, Los Angeles, California.

99.1*             Joint Press Release dated February 21, 2002.

99.2*             Unaudited pro forma combined condensed balance sheet and
                  statement of income of D.R. Horton, Inc. and Schuler Homes,
                  Inc. as of December 31, 2001 and for the quarter ended
                  December 31, 2001.
</Table>

- ----------

* Filed herewith


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>3
<FILENAME>d94437ex8-1.txt
<DESCRIPTION>TAX OPINION OF GIBSON, DUNN & CRUTCHER LLP
<TEXT>
<PAGE>
                                                                     EXHIBIT 8.1

           [Letterhead of Gibson, Dunn & Crutcher LLP, Dallas, Texas]


                                February 21, 2002




Direct Dial                                                         Client No.
(214) 698-3100                                                    C 39334-00015


D.R. Horton, Inc.
1901 Ascension Blvd., Suite 100
Arlington, Texas 76006

         Re:      Acquisition of Schuler Homes, Inc.

Ladies and Gentlemen:

         You have requested our opinion regarding certain federal income tax
consequences of the proposed merger (the "Merger") of Schuler Homes, Inc., a
Delaware corporation ("Schuler"), with and into D.R. Horton, Inc., a Delaware
corporation ("DHI").

         In formulating our opinion, we have reviewed such documents as we
deemed necessary or appropriate, including the Agreement and Plan of Merger,
dated as of October 22, 2001, by and between DHI and Schuler, as amended as of
November 8, 2001 (the "Merger Agreement"), and the Joint Proxy
Statement/Prospectus of DHI and Schuler that is included in the Registration
Statement on Form S-4, as declared effective by the U.S. Securities and Exchange
Commission on January 17, 2002 (the "Prospectus").

         Our opinion set forth below assumes (i) the accuracy of the statements
and facts concerning the Merger set forth in the Merger Agreement and the
Prospectus; (ii) that the Merger will be consummated in the manner contemplated
by, and in accordance with, the terms set forth in the Merger Agreement and the
Prospectus; and (iii) the accuracy of (a) the representations made to us by DHI,
which are set forth in a Certificate dated February 21, 2002, and (b) the
representations made to us by Schuler, which are set forth in a Certificate
dated February 21, 2002.



<PAGE>



         Based upon the foregoing and in reliance thereon, and subject to the
qualifications, exceptions, assumptions and limitations herein contained, we are
of the opinion that:

         1. The Merger will be treated for U.S. federal income tax purposes as a
            reorganization within the meaning of Section 368(a) of the Internal
            Revenue Code of 1986, as amended (the "Code").

         2. DHI and Schuler will each be treated as a party to the
            reorganization within the meaning of Section 368(b) of the Code.

Furthermore, the discussion under the caption "United States Federal Income Tax
Consequences of the Merger" in the Prospectus accurately describes the foregoing
opinion and the material federal income tax consequences of the Merger and, to
the extent the statements in that discussion constitute matters of law or legal
conclusions, they are our opinion. We express no opinion concerning any tax
consequences of the Merger other than those specifically set forth or referred
to herein.

         Our opinion is based on current provisions of the Code, Treasury
Regulations promulgated thereunder, published pronouncements of the Internal
Revenue Service, and case law, any of which may be changed at any time with
retroactive effect. Any change in applicable law or the facts and circumstances
surrounding the Merger, or any inaccuracy in the statements, facts, assumptions,
and representations on which we relied, may affect the continuing validity of
the opinion set forth herein. We assume no responsibility to inform you of any
such changes or inaccuracy that may occur or come to our attention.

         This opinion has been furnished solely in connection with the
transactions described herein and may not be relied upon for any other purpose
without our specific, prior, written consent. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement, to references to this
opinion in the Registration Statement, and to the use of our name under the
caption "United States Federal Income Tax Consequences of the Merger." In giving
this consent, we do not admit that we are included in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations promulgated thereunder.

                                                Very truly yours,



                                                GIBSON, DUNN & CRUTCHER LLP





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.2
<SEQUENCE>4
<FILENAME>d94437ex8-2.txt
<DESCRIPTION>TAX OPINION OF GIBSON, DUNN & CRUTCHER LLP
<TEXT>
<PAGE>
                                                                    EXHIBIT 8.2


      [Letterhead of Gibson, Dunn & Crutcher LLP, Los Angeles, California]


                                February 21, 2002




Direct Dial                                                         Client No.
(213) 229-7000                                                   C 89576-00008


Schuler Homes, Inc.
400 Continental Blvd., Suite 100
El Segundo, California  90245

         Re: Acquisition of Schuler Homes, Inc. by D.R. Horton, Inc.

Ladies and Gentlemen:

         You have requested our opinion regarding certain federal income tax
consequences of the proposed merger (the "Merger") of Schuler Homes, Inc., a
Delaware corporation ("Schuler"), with and into D.R. Horton, Inc., a Delaware
corporation ("DHI").

         In formulating our opinion, we have reviewed such documents as we
deemed necessary or appropriate, including the Agreement and Plan of Merger,
dated as of October 22, 2001, by and between DHI and Schuler, as amended as of
November 8, 2001 (the "Merger Agreement"), and the Joint Proxy
Statement/Prospectus of DHI and Schuler that is included in the Registration
Statement on Form S-4, as declared effective by the U.S. Securities and Exchange
Commission on January 17, 2002 (the "Prospectus").

         Our opinion set forth below assumes (i) the accuracy of the statements
and facts concerning the Merger set forth in the Merger Agreement and the
Prospectus; (ii) that the Merger will be consummated in the manner contemplated
by, and in accordance with, the terms set forth in the Merger Agreement and the
Prospectus; and (iii) the accuracy of (a) the representations made to us by
Schuler, which are set forth in a Certificate dated February 21, 2002, and (b)
the representations made to us by DHI, which are set forth in a Certificate
dated February 21, 2002.



<PAGE>



         Based upon the foregoing and in reliance thereon, and subject to the
qualifications, exceptions, assumptions and limitations herein contained, we are
of the opinion that:

         3. The Merger will be treated for U.S. federal income tax purposes as a
            reorganization within the meaning of Section 368(a) of the Internal
            Revenue Code of 1986, as amended (the "Code").

         4. DHI and Schuler will each be treated as a party to the
            reorganization within the meaning of Section 368(b) of the Code.

Furthermore, the discussion under the caption "United States Federal Income Tax
Consequences of the Merger" in the Prospectus accurately describes the foregoing
opinion and the material federal income tax consequences of the Merger and, to
the extent the statements in that discussion constitute matters of law or legal
conclusions, they are our opinion. We express no opinion concerning any tax
consequences of the Merger other than those specifically set forth herein.

         Our opinion is based on current provisions of the Code, Treasury
Regulations promulgated thereunder, published pronouncements of the Internal
Revenue Service, and case law, any of which may be changed at any time with
retroactive effect. Any change in applicable law or the facts and circumstances
surrounding the Merger, or any inaccuracy in the statements, facts, assumptions,
and representations on which we relied, may affect the continuing validity of
the opinion set forth herein. We assume no responsibility to inform you of any
such changes or inaccuracy that may occur or come to our attention.

         This opinion has been furnished solely in connection with the
transactions described herein and may not be relied upon for any other purpose
without our specific, prior, written consent. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement, to references to this
opinion in the Registration Statement, and to the use of our name under the
caption "United States Federal Income Tax Consequences of the Merger." In giving
this consent, we do not admit that we are included in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations promulgated thereunder.

                                        Very truly yours,



                                        GIBSON, DUNN & CRUTCHER LLP

SLT/ESB





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>d94437ex23-2.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>
<PAGE>
                                                                  EXHIBIT 23.2

                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the D.R. Horton, Inc. Current
Report on Form 8-K, dated as of February 21, 2002, of our report dated June 27,
2001 for Schuler Homes, Inc., our report dated May 16, 2001 for Schuler
Residential, Inc. and our report dated April 30, 2001 for Western Pacific
Housing, each included in Schuler Homes, Inc.'s Annual Report (Form 10-K), filed
with the Securities and Exchange Commission.

                                               /s/ Ernst & Young LLP

Los Angeles, California
February 19, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>6
<FILENAME>d94437ex99-1.txt
<DESCRIPTION>JOINT PRESS RELEASE DATED FEBRUARY 21, 2002
<TEXT>
<PAGE>
                                                                   EXHIBIT 99.1

PRESS RELEASE



       FOR MORE INFORMATION CONTACT: Sam Fuller, CFO, or Stacey H. Dwyer, EVP
       ADDRESS: 1901 Ascension Boulevard, Suite 100, Arlington, Texas  76006
       PHONE:   817-856-8200
       DATE:    February 21, 2002                     FOR IMMEDIATE RELEASE


                   D.R. HORTON/SCHULER HOMES MERGER COMPLETED

         ARLINGTON, TEXAS -- D.R. Horton, Inc. (NYSE: DHI) and Schuler Homes,
Inc. (NASDAQ: SHLR) Thursday, February 21, 2002 announced that the stockholders
of D.R. Horton and Schuler approved the merger of Schuler into D.R. Horton and
the merger became effective. Under the terms of the merger agreement, based on
the average closing price of D.R. Horton common stock of $36.766 for the 15
consecutive trading days ended, and including, February 15, 2002, Schuler
stockholders who did not elect to receive the merger consideration in all cash
or all stock will receive the base merger consideration consisting of a
combination of $4.09 in cash and 0.487 shares of D.R. Horton common stock for
each share of Schuler common stock. Schuler stockholders who elected to receive
the merger consideration in all stock will receive 0.598 shares of D.R. Horton
common stock in exchange for each share of Schuler common stock. Since both the
total amount of cash and the total number of shares of D.R. Horton common stock
were fixed, the merger consideration payable to Schuler stockholders who elected
to receive all cash was prorated. As a result of proration, such Schuler
stockholders who elected to receive the merger consideration in all cash will
receive $10.523 in cash and 0.312 shares of D.R. Horton common stock for each
share of Schuler common stock. The aggregate merger consideration paid by D.R.
Horton consisted of approximately 20,083,000 shares of D.R. Horton common stock
and $168,668,000 in cash. In addition, D.R. Horton assumed approximately
$731,000,000 in Schuler debt in the merger. The cash portion of the merger
consideration was funded through existing cash and borrowing under D.R. Horton's
revolving credit facility.

         As a result of the merger, former Schuler employees will receive
options to purchase approximately 533,000 shares of D.R. Horton common stock to
replace their Schuler stock options. The terms of the replacement options will
be substantially comparable to the replaced Schuler options.

         Exchange instructions and letters of transmittal will be mailed shortly
to all Schuler stockholders who did not make an election to receive all D.R.
Horton common stock or all cash.

         Donald R. Horton, Chairman of the Board of D.R. Horton, said: "We are
proud to welcome Jim Schuler and all the members of the Schuler family of
builders to the D.R. Horton family. Since we announced the merger in October,
D.R. Horton and Schuler have been laying a foundation for the integration of the
companies. Both companies have a history of successfully integrating
acquisitions, and we expect the combination to proceed smoothly as we work
toward our goal of becoming the largest and most profitable builder in the
United States. Schuler strengthens D.R. Horton's current market position while
expanding its geographic presence and product offerings in key Western


<PAGE>
markets. We believe the combined companies will be the "bellwether" of the
homebuilding industry.

         Founded in 1978, D.R. Horton, Inc. is engaged in the construction and
sale of high quality homes designed principally for the entry-level and first
time move-up markets. D.R. Horton currently builds and sells homes under the
D.R. Horton, Arappco, Cambridge, Continental, Dietz-Crane, Dobson, Emerald,
Mareli, Milburn, Regency, SGS Communities, Torrey and Trimark names in 20 states
and 38 markets, with a geographic presence in the Midwest, Mid-Atlantic,
Southeast, Southwest and Western regions of the United States. The Company also
provides mortgage financing and title services for homebuyers through its
subsidiaries CH Mortgage, DRH Title Company, Principal Title, Travis Title
Company, Metro Title Company, Century Title Company and Custom Title Company.

         Schuler designs, builds and markets single-family residences,
townhomes, and condominiums primarily to entry-level, first-time and, to a
lesser extent, second-time move-up buyers in western suburban markets. Prior to
the merger, Schuler was one of the top fifteen homebuilders in the country and
was among the top five homebuilders in California, Colorado, Hawaii, Washington
and Oregon with a growing presence in Arizona. D.R. Horton currently intends to
operate the business of Schuler as a separate region of D.R. Horton and to build
and sell homes under the Schuler Homes, Melody Homes, Western Pacific Housing
and Stafford Homes names.

         Portions of this document may constitute "forward-looking statements"
as defined by the Private Securities Litigation Reform Act of 1995. Although
D.R. Horton and Schuler believe any such statements are based on reasonable
assumptions, there is no assurance that actual outcomes will not be materially
different. All forward-looking statements are based upon information available
to D.R. Horton and Schuler on the date this release was issued. Neither D.R.
Horton nor Schuler undertakes any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. Factors that may cause the actual results to be materially
different from the future results expressed by the forward-looking statements
include, but are not limited to: changes in general economic, real estate and
business conditions; changes in interest rates and the availability of mortgage
financing; governmental regulations and environmental matters; the combined
companies' substantial leverage; competitive conditions within the industry; the
availability of capital and the combined companies' ability to integrate their
operations, successfully effect the cost savings, operating efficiencies and
revenue enhancements that are believed available and otherwise to successfully
effect their other growth strategies. Additional information about issues that
could lead to material changes in performance is contained in D.R. Horton's and
Schuler's annual reports on Form 10-K and most recent quarterly reports on Form
10-Q, which are filed with the SEC.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>7
<FILENAME>d94437ex99-2.txt
<DESCRIPTION>UNAUDITED PRO FORMA COMBINED BALANCE SHEET.
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.2

           UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

         On February 21, 2002, Schuler Homes, Inc. merged with and into D.R.
Horton, Inc., with D.R. Horton as the surviving corporation. The following
unaudited pro forma combined condensed financial statements give effect to the
merger. The merger will be accounted for as a purchase of Schuler by D.R.
Horton. The unaudited pro forma combined condensed financial statements reflect
the financial position of D.R. Horton and Schuler as of December 31, 2001, and
the operations of D.R. Horton and Schuler for the three months ended December
31, 2001. The unaudited pro forma combined condensed balance sheet assumes the
merger occurred on the date of the balance sheet. The unaudited pro forma
combined condensed statement of income for the three months ended December 31,
2001 assumes the merger occurred on October 1, 2001.

         This financial information about D.R. Horton and Schuler as of and for
the three months ended December 31, 2001 has been derived from the D.R. Horton
and Schuler unaudited financial statements contained in the Quarterly Report of
D.R. Horton, Inc. on Form 10-Q, filed February 14, 2002 and in the Quarterly
Report of Schuler Homes, Inc. on Form 10-Q filed February 14, 2002. The
unaudited pro forma combined condensed financial statements should be read in
conjunction with the accompanying notes, the historical consolidated financial
statements of D.R. Horton and Schuler and the Joint Proxy Statement/Prospectus
of D.R. Horton and Schuler, dated January 17, 2002, filed with the Securities
and Exchange Commission, including the unaudited pro forma combined condensed
balance sheet and statement of income of D.R. Horton, Inc. and Schuler Homes,
Inc. as of September 30, 2001 and for the year ended September 30, 2001 included
therein.

         The total merger consideration payable consisted of approximately
20,083,000 shares of D.R. Horton common stock and $168,668,000 in cash. For
purchase accounting purposes, the measurement date of the transaction is deemed
to be December 11, 2001, and the D.R. Horton shares issued in the merger are
valued at $30.93 per share, which represents the average closing price for a
period of 10 trading days beginning December 4, 2001 and ending December 17,
2001.

         The unaudited pro forma combined condensed financial statements have
been included for comparative purposes only. As further discussed in the
accompanying notes, the unaudited pro forma combined condensed financial
statements do not purport to show what the financial position or operating
results would have been if the merger had been consummated as of the dates
indicated and should not be construed as representative of a future financial
position or operating results.


<PAGE>


              UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
                             AS OF DECEMBER 31, 2001


<Table>
<Caption>
                                                                                                                       PRO FORMA
                                                               D.R. HORTON        SCHULER         ADJUSTMENTS          COMBINED
                                                               ------------     ------------     -------------       ------------
                                                                                    (IN THOUSANDS)
<S>                                                            <C>              <C>              <C>                 <C>

                                                              ASSETS

HOMEBUILDING:
Cash ........................................................  $     22,076     $     11,526     $          --       $     33,602
Inventories .................................................     2,980,084        1,032,119                --          4,012,203
Earnest money deposits and other assets .....................       263,019          123,758                --            386,777
Excess of cost over net assets acquired (net) ...............       136,765           65,628           345,162 B(1)       547,555
                                                               ------------     ------------     -------------       ------------
                                                                  3,401,944        1,233,031           345,162          4,980,137
                                                               ------------     ------------     -------------       ------------


FINANCIAL SERVICES:
Cash ........................................................         9,904               --                --              9,904
Mortgage loans held for sale ................................       233,858               --                --            233,858
Other assets ................................................        15,100               --                --             15,100
                                                               ------------     ------------     -------------       ------------
                                                                    258,862               --                --            258,862
                                                               ------------     ------------     -------------       ------------
                                                               $  3,660,806     $  1,233,031     $     345,162       $  5,238,999
                                                               ============     ============     =============       ============


                                                           LIABILITIES


HOMEBUILDING:
Accounts payable and other liabilities ......................  $    465,617     $    175,356     $          --       $    640,973
Notes payable ...............................................     1,699,899          594,952           (81,915)B(1)     2,478,519
                                                                         --               --           265,583 B(1)            --
                                                               ------------     ------------     -------------       ------------
                                                                  2,165,516          770,308           183,668          3,119,492
                                                               ------------     ------------     -------------       ------------

FINANCIAL SERVICES:
Notes payable ...............................................       154,786               --                --            154,786
Other liabilities ...........................................         7,849               --                --              7,849
                                                               ------------     ------------     -------------       ------------
                                                                    162,635               --                --            162,635
                                                               ------------     ------------     -------------       ------------
                                                                  2,328,151          770,308           183,668          3,282,127
                                                               ------------     ------------     -------------       ------------
Minority interests ..........................................         9,319               --                --              9,319
                                                               ------------     ------------     -------------       ------------

                                                      STOCKHOLDERS' EQUITY


Preferred stock .............................................            --               --                --                 --
Common stock ................................................           771               --               201 B(1)           972
Class A common stock ........................................            --               22               (22)B(1)            --
Class B common stock ........................................            --               19               (19)B(1)            --
Unearned compensation .......................................            --               --            (7,512)B(2)        (7,512)
Additional capital ..........................................       708,346          255,858          (255,858)B(1)     1,339,874
                                                                                                       620,966 B(1)
                                                                                                        10,562 B(2)
Retained earnings ...........................................       614,219          206,824          (206,824)B(1)       614,219
                                                               ------------     ------------     -------------       ------------
                                                                  1,323,336          462,723           161,494          1,947,553
                                                               ------------     ------------     -------------       ------------
                                                               $  3,660,806     $  1,233,031     $     345,162       $  5,238,999
                                                               ============     ============     =============       ============
</Table>



<PAGE>

           UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
                  FOR THE THREE MONTHS ENDED DECEMBER 31, 2001


<Table>
<Caption>
                                                                                                               PRO FORMA
                                                 D.R. HORTON          SCHULER        ADJUSTMENTS               COMBINED
                                                 ------------      ------------      ------------            ------------
                                                              (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                              <C>               <C>               <C>                     <C>

HOMEBUILDING:
Revenues ...................................     $  1,134,968      $    415,371      $         --            $  1,550,339
Cost of sales ..............................          906,805           325,644               364  B(3)         1,232,813
                                                 ------------      ------------      ------------            ------------
Gross profit ...............................          228,163            89,727              (364)                317,526
Selling, general & administrative expense ..          118,417            46,368               835  B(2)           165,245
                                                                                             (375) B(4)
Interest expense ...........................            1,196               521                --                   1,717
Other expense (income) .....................            2,572            (1,909)               --                     663
                                                 ------------      ------------      ------------            ------------
                                                      105,978            44,747              (824)                149,901
                                                 ------------      ------------      ------------            ------------


FINANCIAL SERVICES:
Revenues ...................................           24,922                --                --                  24,922
Selling, general & administrative expense ..           15,123                --                --                  15,123
Interest expense ...........................            1,336                --                --                   1,336
Other (income) .............................           (3,044)               --                --                  (3,044)
                                                 ------------      ------------      ------------            ------------
                                                       11,507                --                --                  11,507
                                                 ------------      ------------      ------------            ------------

Income before income taxes .................          117,485            44,747              (824)                161,408
Income taxes ...............................           44,057            17,610              (313) B(5)            61,354
                                                 ------------      ------------      ------------            ------------

Net income .................................     $     73,428      $     27,137      $       (511)           $    100,054
                                                 ============      ============      ============            ============
Net income per common share:
        Basic ..............................     $       0.95      $       0.67                --            $       1.03
        Diluted ............................     $       0.94      $       0.66                --            $       1.02
                                                 ============      ============      ============            ============
Cash dividends per common share ............     $       0.05                --                --   D        $       0.05
                                                 ============      ============      ============            ============
Weighted average number of common shares
   outstanding:
        Basic ..............................           76,961            40,790            20,083   C              97,044
        Diluted ............................           78,337            41,325            20,186   C              98,523
                                                 ============      ============      ============            ============
</Table>


<PAGE>

                                D.R. HORTON, INC.

          NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
                   AND UNAUDITED PRO FORMA COMBINED CONDENSED
                               STATEMENT OF INCOME


NOTE A. BASIS OF PRESENTATION

         The unaudited pro forma combined condensed balance sheet reflects the
combined financial position of D.R. Horton and Schuler as of December 31, 2001,
on a pro forma basis assuming that the merger had taken place on December 31,
2001. The unaudited pro forma combined condensed statement of income reflects
the combined results of operations of D.R. Horton and Schuler for the three
months ended December 31, 2001, assuming that the merger had taken place on
October 1, 2001.

         Under accounting principles generally accepted in the United States,
the merger of Schuler into D.R. Horton will be accounted for under the purchase
method of accounting. Accordingly, the purchase price will be allocated to the
Schuler assets acquired and liabilities assumed based on their respective fair
values, with the excess to be allocated to goodwill. The valuations and other
studies required to determine the fair value of the Schuler assets acquired and
liabilities assumed have not been performed and accordingly, the related
adjustments reflected in the unaudited pro forma combined condensed financial
statements are preliminary and subject to further revisions and adjustments. The
adjustments are described in Note B.

         The adjustment to reflect the preliminary purchase price allocation,
described in Note B (1), uses the book value of the Schuler assets acquired and
liabilities assumed. This is a preliminary assumption, which will be adjusted
based on the valuation analysis to be performed after the completion of the
merger. Changes to the purchase price allocation as a result of such analysis
will be recorded as corresponding increases or decreases in goodwill.

         On October 1, 2001, D.R. Horton adopted Statement of Financial
Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets." In
accordance with SFAS No. 142, goodwill will no longer be amortized but will be
subject to periodic review for impairment, and as such, no pro forma adjustment
for amortization of the goodwill resulting from the merger is presented in the
unaudited pro forma combined condensed balance sheet and statement of income.
Other identifiable intangibles are assumed to be insignificant.

         Under the terms of Schuler's senior and senior subordinated notes, of
which $500 million principal amount is outstanding at December 31, 2001, the
merger represents a "change of control" that provides the holders of such notes
the right to require D.R. Horton to repurchase the Schuler notes at a purchase
price in cash equal to 101% of the principal amount of the notes. D.R. Horton
does not anticipate it will be required to repurchase a significant amount of
the Schuler notes. Accordingly, no adjustment is included in the unaudited pro
forma combined condensed financial statements to reflect the repurchase of any
of the Schuler notes.


<PAGE>


                                D.R. HORTON, INC.

          NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
                   AND UNAUDITED PRO FORMA COMBINED CONDENSED
                        STATEMENT OF INCOME - (CONTINUED)

NOTE B. PRO FORMA ADJUSTMENTS

         The following adjustments are included in the unaudited pro forma
combined condensed balance sheet and statement of income as of and for the three
months ended December 31, 2001.

         (1) Represents the preliminary purchase allocation, which reflects the
cash and equity merger consideration paid by D.R. Horton, the elimination of the
December 31, 2001 Schuler equity balance, and the recording of goodwill
resulting from the transaction, as summarized below:

<Table>
<Caption>
                                                                               IN
                                                                            THOUSANDS,
                                                                              EXCEPT
                                                                             PER SHARE
                                                                             AMOUNTS
                                                                            ----------
<S>                                                                         <C>
Cash Consideration ......................................................   $ 168,668
                                                                            ---------
Equity Consideration:
  Total number of D.R. Horton shares issued .............................      20,083
  D.R. Horton per share value at purchase accounting measurement date ...   x$  30.93
                                                                            ---------
  Total equity consideration ............................................     621,167
                                                                            ---------
Total cash and equity merger consideration ..............................     789,835
Estimated transaction costs related to merger ...........................      15,000
D.R. Horton stock options to be issued in connection with the merger (see
    Note B(2) below).....................................................       3,050
                                                                            ---------
Total merger costs ......................................................     807,885
Less Schuler equity balance at December 31, 2001 ........................    (462,723)
                                                                            ---------
Increase in excess of purchase price over net assets acquired (goodwill)      345,162
Schuler goodwill balance at December 31, 2001 ...........................      65,628
                                                                            ---------
Total goodwill resulting from the merger ................................   $ 410,790
                                                                            =========
Uses and Sources of Cash for Merger Consideration and Merger Costs:
Cash consideration for Schuler equity ...................................   $ 168,668
Pay off December 31, 2001 balance of Schuler revolving credit facility ..      81,915
Merger costs ............................................................      15,000
                                                                            ---------
Total uses of cash ......................................................   $ 265,583
                                                                            =========

Additional draws on D.R. Horton revolving credit facility ...............   $ 265,583
                                                                            =========
</Table>



<PAGE>


                                D.R. HORTON, INC.

          NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
                   AND UNAUDITED PRO FORMA COMBINED CONDENSED
                        STATEMENT OF INCOME - (CONTINUED)


         (2) Represents the estimated effect of the issuance of options to
purchase approximately 533,000 shares of D.R. Horton common stock to Schuler
employees to replace outstanding Schuler stock options. The fair value of the
D.R. Horton stock options to be issued ($10,562,000) was estimated using the
Black-Scholes option pricing model and is recorded as additional capital, the
intrinsic value related to unvested options to be issued ($7,512,000) is
recorded as unearned compensation and the remainder ($3,050,000) is recorded as
a merger cost, which increases goodwill. The unearned compensation will be
amortized over the remaining vesting period of the stock options. The estimated
compensation expense related thereto for the first three months following the
merger is $835,000.

The following assumptions were used in the Black-Scholes model to determine the
fair value of the D.R. Horton stock options to be issued in the merger:

<Table>
<S>                                                                                  <C>
         Risk-free interest rate: ....................................................4.1%
         Expected volatility of D.R. Horton Stock: ..................................49.5%
         Weighted average expected dividend yield: ...................................1.4%
         Weighted average expected life (in years): ..................................4.4
</Table>

         (3) Represents the pro forma three-month impact of additional interest
costs assumed to be incurred to finance the cash portion of the merger
consideration and other merger costs, at a 3.5% marginal interest rate, which
approximates D.R. Horton's current floating rate on its revolving line of
credit.

         (4) Represents the estimated savings in compensation expense that would
have occurred during the first three months following the merger, related to
D.R. Horton employment agreements with two members of Schuler management, as
described in the Joint Proxy Statement/Prospectus of D.R. Horton and Schuler,
dated January 17, 2002, filed with the Securities and Exchange Commission.

         (5) Represents the net effect on income tax expense of the pro forma
adjustments, calculated using the pro forma combined effective income tax rate
of 38%.

NOTE C. PRO FORMA NUMBER OF SHARES OUTSTANDING AND NET INCOME PER SHARE

         The following table provides the pro forma number of shares issued in
connection with the merger, and the pro forma number of shares of D.R. Horton
common stock outstanding after the merger:


<Table>
<Caption>
                                                                                               SHARES IN
                                                                                               THOUSANDS
<S>                                                                                            <C>
Number of D.R. Horton common stock shares issued in the merger..........................         20,083
Number of shares of D.R. Horton common stock outstanding as of December 31, 2001........         77,093
                                                                                                 ------
Number of shares of D.R. Horton common stock outstanding after the merger...............         97,176
                                                                                                 ======
</Table>

     The pro forma combined basic net income per share for the three months
ended December 31, 2001 is based on the weighted average number of shares of
D.R. Horton common stock outstanding for the three months ended December 31,
2001, assuming the issuance of approximately 20,083,000 shares of D.R. Horton
common stock on October 1, 2001.


<PAGE>


                                D.R. HORTON, INC.

          NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
                   AND UNAUDITED PRO FORMA COMBINED CONDENSED
                        STATEMENT OF INCOME - (CONTINUED)


     The pro forma combined diluted net income per share for the three months
ended December 31, 2001 is based on the weighted average number of shares of
D.R. Horton common stock outstanding during the three months ended December 31,
2001, adjusted for the effects of dilutive securities outstanding, plus the
approximately 20,083,000 shares of D.R. Horton common stock issued in the merger
and the dilutive effect of D.R. Horton stock options to be issued in the merger.
Options to purchase approximately 533,000 shares of D.R. Horton common stock
will be issued in the merger, which results in an incremental dilutive effect of
103,000 shares.

NOTE D. DIVIDENDS

     The pro forma combined cash dividends per common share are not necessarily
indicative of dividends to be paid to holders of D.R. Horton common stock in
future periods. Future dividends will be determined by the D.R. Horton board of
directors based on the earnings and financial condition of D.R. Horton and its
subsidiaries, as well as other factors.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
