NOTES PAYABLE

The Company’s notes payable at their principal amounts, net of any unamortized discounts, consist of the following:



	December 31, 2012		September 30, 2012
	(In millions)
Homebuilding:
Unsecured:
Revolving credit facility, maturing 2017	$	100.0	$	—
6.875% senior notes due 2013	171.7		171.7
6.125% senior notes due 2014, net	145.6		145.5
2% convertible senior notes due 2014, net	454.6		447.0
5.625% senior notes due 2014, net	137.7		137.6
5.25% senior notes due 2015, net	157.4		157.4
5.625% senior notes due 2016, net	169.7		169.6
6.5% senior notes due 2016, net	372.4		372.4
4.75% senior notes due 2017	350.0		350.0
4.375% senior notes due 2022	350.0		350.0
Other secured	15.2		4.1
	$	2,424.3	$	2,305.3
Financial Services:
Mortgage repurchase facility, maturing 2013	$	169.4	$	187.8

The Company has an automatically effective universal shelf registration statement, filed with the Securities and Exchange Commission (SEC) in September 2012, registering debt and equity securities that the Company may issue from time to time in amounts to be determined.

Homebuilding:

In September 2012, the Company entered into a five-year, $125 million senior unsecured revolving credit facility, which had a $375 million uncommitted accordion feature that could increase the size of the facility, subject to certain conditions and availability of additional bank commitments. The facility also provides for the issuance of letters of credit. On November 1, 2012, the Company increased the capacity of the credit facility to $600 million by obtaining additional lending commitments from banks. The Company also modified the uncommitted accordion feature to allow the size of the facility to increase to $1.0 billion, subject to certain conditions and availability of additional bank commitments. The amended sublimit for the issuance of letters of credit is $300 million. The interest rate on borrowings under the revolving credit facility may be based on either the Prime Rate or LIBOR plus an applicable margin, as defined in the credit agreement governing the facility. At December 31, 2012 the interest rate on borrowings under the revolving credit facility was 4.8% and the Company had borrowings of $100 million outstanding and letters of credit of $5.5 million outstanding under the revolving credit facility.

The revolving credit facility imposes restrictions on the Company's operations and activities, including requiring the maintenance of a minimum level of tangible net worth, a maximum allowable leverage ratio and a borrowing base restriction if the Company's leverage ratio exceeds a certain level. These covenants are measured as defined in the credit facility and are reported to the lenders quarterly. A failure to comply with these financial covenants could allow the lending banks to terminate the availability of funds under the revolving credit facility or cause any outstanding borrowings to become due and payable prior to maturity. In addition, the credit facility and the indentures governing the senior notes impose restrictions on the creation of secured debt and liens. At December 31, 2012, the Company was in compliance with all of the covenants, limitations and restrictions of its revolving credit facility and public debt obligations.

In accordance with the indenture governing the 2% convertible senior notes due 2014, when cash dividends are paid in excess of $0.0375 per share in any fiscal quarter, the conversion rate related to these notes increases. As a result of the cash dividend of $0.15 per common share which was paid on December 21, 2012 (see Note J), the conversion rate of the 2% convertible senior notes increased from 76.5697 to 77.18004 shares of the Company's common stock per $1,000 principal amount of senior notes. The new conversion rate is equivalent to a conversion price of approximately $12.96 per share of common stock, compared to the initial conversion price of $13.06 per share. If all of the 2% convertible senior notes due 2014 were converted into the Company's common stock, the Company would issue 38.6 million shares of its common stock as a result of the conversion.

Effective August 1, 2012, the Board of Directors authorized the repurchase of up to $500 million of the Company's debt securities effective through July 31, 2013. All of the $500 million authorization was remaining at December 31, 2012.

Financial Services:

The Company’s mortgage subsidiary, DHI Mortgage, has a mortgage repurchase facility that is accounted for as a secured financing. The mortgage repurchase facility provides financing and liquidity to DHI Mortgage by facilitating purchase transactions in which DHI Mortgage transfers eligible loans to the counterparties against the transfer of funds by the counterparties, thereby becoming purchased loans. DHI Mortgage then has the right and obligation to repurchase the purchased loans upon their sale to third-party purchasers in the secondary market or within specified time frames from 45 to 120 days in accordance with the terms of the mortgage repurchase facility. The total capacity of the facility is $180 million; however, the capacity can be increased to $225 million as needed. Increases in borrowing capacity in excess of $180 million are provided on an uncommitted basis and at a higher borrowing cost than committed borrowings. The Company expects to renew and extend the term of the facility and increase its capacity prior to the facility's maturity date of March 3, 2013.

As of December 31, 2012, $248.6 million of mortgage loans held for sale with a collateral value of $235.3 million were pledged under the mortgage repurchase facility. As a result of advance paydowns totaling $65.9 million, DHI Mortgage had an obligation of $169.4 million outstanding under the mortgage repurchase facility at December 31, 2012 at a 2.8% annual interest rate.

The mortgage repurchase facility is not guaranteed by D.R. Horton, Inc. or any of the subsidiaries that guarantee the Company’s homebuilding debt. The facility contains financial covenants as to the mortgage subsidiary’s minimum required tangible net worth, its maximum allowable ratio of debt to tangible net worth and its minimum required liquidity. These covenants are measured and reported monthly. At December 31, 2012, DHI Mortgage was in compliance with all of the conditions and covenants of the mortgage repurchase facility.