Security

Type

Security

Class

Title

Fee

Calculation 

or Carry

Forward

Rule

Amount

Registered (1)(2)(3)

Proposed

Maximum

Offering

Price Per

Unit

Maximum

Aggregate

Offering

Price

Fee

Rate

Amount of

Registration

Fee

Carry

Forward

Form

Type

Carry

Forward

File

Number

Carry

Forward

Initial

Effective

Date

Filing Fee

Previously

Paid In

Connection

with Unsold

Securities to

be Carried

Forward

Primary Offering:

 Preferred Stock (par value $0.01 per share)

Fees 

to Be Paid 

Primary Offering:

Common Stock (par value $1.00  per share)

Primary Offering:

Warrants

Secondary Offering:

Common Stock (par value $1.00 per share)

Carry

Forward

Securities

File

Number

Initial

Filing Date

Fee Offset

Claimed

Security Type
Associated

with Fee

Offset

Claimed

Security

Title

Associated

with Fee

Offset Claimed

Unsold

Aggregate Offering

Amount Associated
with Fee

Offset Claimed

Fee Paid

with Fee

Offset

Source

Fee

Offset Claims

Fee

Offset Claims

Secondary Offering:

Common Stock (par value $1.00 per share)

Fee

Offset Source

With respect to the primary offering, there are being registered under this registration statement such indeterminate number of securities of each identified class of the registrant, all at indeterminate prices, as shall have an aggregate initial offering price not to exceed $750,000,000.

With respect to the primary offering, includes an indeterminate number of shares of common stock which may be issued upon conversion of preferred stock, which are being registered and an indeterminate amount or number of shares of common stock and preferred stock which may be issued upon exercise of warrants, which are being registered.

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities registered hereunder include such indeterminate number of securities as may be issuable with respect to the securities being registered hereunder as a result of stock splits, stock dividends or similar transactions.

The proposed maximum offering price per unit is not specified as to each class of securities to be registered, pursuant to General Instruction II.D of Form S-3 under the Securities Act. The proposed maximum offering price per unit will be determined from time to time by the registrant in connection with, and at the time of, the issuance of the securities registered hereunder.

Proposed maximum offering price per unit is $32.76, estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act based on the average of the high and low prices of the registrant’s common stock on the New York Stock Exchange on September 17, 2024.

Proposed maximum aggregate offering price is $491,400,000.00, based on the proposed maximum offering price per unit set forth in footnote 5 above.

On October 1, 2021, the registrant filed a registration statement on Form S-3 with the Securities and Exchange Commission, declared effective on October 8, 2021 (File No. 333-259985) (the “2021 Registration Statement”), registering the issuance of up to $750,000,000 of preferred stock, common stock and warrants (the “2021 Primary Securities”) and 15,000,000 shares of common stock to be offered by D.R. Horton, Inc. (the “2021 Secondary Securities” and together with the 2021 Primary Securities, the “2021 Securities”). A filing fee of $69,525.00 with respect to the 2021 Primary Securities and $26,197.02 with respect to the 2021 Secondary Securities was paid in connection with the filing of the 2021 Registration Statement. Pursuant to the 2021 Registration Statement, the registrant sold a total of $21,949,486.65 of the 2021 Primary Securities, which equated to an associated registration fee of $67,490.28, and no 2021 Secondary Securities were sold. Accordingly, the unused registration fee paid in connection with the 2021 Registration Statement and the 2021 Securities was $93,687.30. In accordance with Rule 457(p) under the Securities Act, the registration fee applicable to the $1,241,400,000.00 of securities proposed to be sold pursuant to this registration statement, in the amount of $183,230.64, is offset by the remaining balance of $93,687.30 from the unused registration fee paid in connection with the 2021 Registration Statement and the 2021 Securities. In accordance with Rule 457(p), the offering of the 2021 Securities under the 2021 Registration Statement is deemed terminated upon the filing of this registration statement.