NOTES PAYABLE

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



	September 30,
	2016		2015
	(In millions)
Homebuilding:
Unsecured:
Revolving credit facility, maturing 2020	$	—	$	—
5.625% senior notes due 2016	—		170.1
6.5% senior notes due 2016	—		372.5
4.75% senior notes due 2017	349.5		348.7
3.625% senior notes due 2018	398.9		398.2
3.75% senior notes due 2019	498.0		497.3
4.0% senior notes due 2020	497.1		496.4
4.375% senior notes due 2022	347.7		347.4
4.75% senior notes due 2023	298.2		297.9
5.75% senior notes due 2023	397.3		397.0
Other secured notes	11.6		8.1
	$	2,798.3	$	3,333.6
Financial Services:
Mortgage repurchase facility, maturing 2017	$	473.0	$	477.9

Debt issuance costs that were deducted from the carrying amounts of the senior notes totaled $13.3 million and $17.3 million at September 30, 2016 and 2015, respectively. These costs are capitalized into inventory as they are amortized.

As of September 30, 2016, maturities of consolidated notes payable, assuming the mortgage repurchase facility is not extended or renewed, are $831.6 million in fiscal 2017, $402.1 million in fiscal 2018, $500.8 million in fiscal 2019, $500.0 million in fiscal 2020, none in fiscal 2021 and $1.1 billion thereafter.

Homebuilding:

The Company has a $975 million senior unsecured revolving credit facility with an uncommitted accordion feature that could increase the size of the facility to $1.25 billion, subject to certain conditions and availability of additional bank commitments. The facility also provides for the issuance of letters of credit with a sublimit equal to approximately 50% of the revolving credit commitment. Letters of credit issued under the facility reduce the available borrowing capacity. The interest rate on borrowings under the revolving credit facility may be based on either the Prime Rate or London Interbank Offered Rate (LIBOR) plus an applicable margin, as defined in the credit agreement governing the facility. The maturity date of the facility is September 7, 2020. At September 30, 2016, there were no borrowings outstanding and $93.5 million of letters of credit issued under the revolving credit facility.

The Company’s revolving credit facility imposes restrictions on its operations and activities, including requiring the maintenance of a minimum level of tangible net worth, a maximum allowable ratio of debt to tangible net worth and a borrowing base restriction if the Company’s ratio of debt to tangible net worth exceeds a certain level. These covenants are measured as defined in the credit agreement governing the 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 agreement governing the facility and the indenture governing the senior notes impose restrictions on the creation of secured debt and liens. At September 30, 2016, the Company was in compliance with all of the covenants, limitations and restrictions of its revolving credit facility and public debt obligations.

The Company has an automatically effective universal shelf registration statement filed with the Securities and Exchange Commission (SEC) in August 2015, registering debt and equity securities that the Company may issue from time to time in amounts to be determined.

On January 15, 2016, the Company repaid $170.2 million principal amount of its 5.625% senior notes, which were due on that date. On April 15, 2016, the Company repaid $372.7 million principal amount of its 6.5% senior notes, which were due on that date.

The key terms of the Company’s senior notes outstanding as of September 30, 2016 are summarized below.



Notes Payable	Principal Amount	Date Issued	Date Due	Redeemable Prior to Maturity (1)	Effective Interest Rate (2)
	(In millions)
4.75% senior notes	$350.0	May 2012	May 15, 2017	Yes	5.0%
3.625% senior notes	$400.0	February 2013	February 15, 2018	Yes	3.8%
3.75% senior notes	$500.0	February 2014	March 1, 2019	Yes	3.9%
4.0% senior notes	$500.0	February 2015	February 15, 2020	Yes	4.2%
4.375% senior notes	$350.0	September 2012	September 15, 2022	Yes	4.5%
4.75% senior notes	$300.0	February 2013	February 15, 2023	Yes	4.9%
5.75% senior notes	$400.0	August 2013	August 15, 2023	Yes	5.9%

_____________


(1)	The Company may redeem the notes in whole at any time or in part from time to time, at a redemption price equal to the greater of 100% of their principal amount or the present value of the remaining scheduled payments on the redemption date, plus accrued interest.


(2)	Interest is payable semi-annually on each of the series of senior notes. The annual effective interest rate is calculated after giving effect to the amortization of debt issuance costs.

All series of senior notes and borrowings under the revolving credit facility are senior obligations and rank pari passu in right of payment to all existing and future unsecured indebtedness and senior to all existing and future indebtedness expressly subordinated to them. The senior notes and borrowings under the revolving credit facility are guaranteed by entities that hold greater than 95% of the Company’s homebuilding assets. Upon the occurrence of both a change of control of the Company and a ratings downgrade event, as defined in the indenture governing its senior notes, the Company would be required in certain circumstances to offer to repurchase these notes at 101% of their principal amount, along with accrued and unpaid interest. Also, a change of control as defined in the revolving credit facility would constitute an event of default under the revolving credit facility, which could result in the acceleration of any borrowings outstanding under the facility and the termination of the commitments thereunder.

Effective August 1, 2016, the Board of Directors authorized the repurchase of up to $500 million of the Company’s debt securities effective through July 31, 2017. All of the $500 million authorization was remaining at September 30, 2016.

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 60 days in accordance with the terms of the mortgage repurchase facility. In February 2016, the mortgage repurchase facility was amended, and its maturity date was extended to February 24, 2017. Additionally, new commitments were obtained from banks which increased the total capacity of the facility to $475 million and to $550 million during the last five days of any fiscal quarter and the first twenty-five days of the following fiscal quarter. In September 2016, the facility was amended to increase the capacity to $700 million from September 23, 2016 through November 21, 2016. The capacity of the facility can also be increased to $800 million subject to the availability of additional commitments.

As of September 30, 2016, $610.6 million of mortgage loans held for sale with a collateral value of $589.3 million were pledged under the mortgage repurchase facility. As a result of advance paydowns totaling $116.3 million, DHI Mortgage had an obligation of $473.0 million outstanding under the mortgage repurchase facility at September 30, 2016 at a 2.7% 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 to the lenders monthly. At September 30, 2016, DHI Mortgage was in compliance with all of the conditions and covenants of the mortgage repurchase facility.