x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended October 31, 2014
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934
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For the transition period from
to
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Delaware
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23-2416878
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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250 Gibraltar Road, Horsham, Pennsylvania
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19044
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock (par value $.01)*
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New York Stock Exchange
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Guarantee of Toll Brothers Finance Corp. 5.15% Senior Notes due 2015
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New York Stock Exchange
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* Includes associated Right to Purchase Series A Junior Participating Preferred Stock
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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•
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Philadelphia, Pennsylvania, metropolitan area
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•
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Lehigh Valley area of Pennsylvania
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Central and northern New Jersey
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Virginia and Maryland suburbs of Washington, D.C.
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•
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District of Columbia
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Boston, Massachusetts, metropolitan area
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Fairfield, Hartford, and New Haven Counties, Connecticut
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Westchester, Dutchess, and Ulster Counties, New York
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Boroughs of Manhattan and Brooklyn in New York City
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Los Angeles, California, metropolitan area
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San Francisco Bay, Sacramento, and San Jose areas of northern California
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San Diego and Palm Springs, California, areas
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Phoenix, Arizona, metropolitan area
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Raleigh and Charlotte, North Carolina, metropolitan areas
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Dallas, San Antonio, Houston, and Austin, Texas, metropolitan areas
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•
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Southeast and southwest coasts and the Jacksonville and Orlando areas of Florida
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Las Vegas and Reno, Nevada, metropolitan areas
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Detroit, Michigan, metropolitan area
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•
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Chicago, Illinois, metropolitan area
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•
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Denver, Colorado, metropolitan area and Fort Collins, Colorado
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•
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Minneapolis/St. Paul, Minnesota, metropolitan area, and
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•
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Seattle, Washington, metropolitan area
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State
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Fiscal year of entry
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State
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Fiscal year of entry
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Pennsylvania
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1967
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Texas
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1995
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New Jersey
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1982
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Florida
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1995
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Delaware
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1987
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Arizona
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1995
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Massachusetts
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1988
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Nevada
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1998
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Maryland
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1988
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Illinois
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1998
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Virginia
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1992
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Michigan
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1999
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Connecticut
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1992
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Colorado
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2001
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New York
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1993
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Minnesota
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2005
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California
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1994
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Washington
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2012
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North Carolina
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1994
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2014
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2013
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2012
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2014
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2013
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2012
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Units
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Units
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Units
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$ millions
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$ millions
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$ millions
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Deliveries
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266
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147
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358
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283.6
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179.5
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279.3
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Net contracts
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265
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286
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329
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490.1
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291.3
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324.7
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Backlog at October 31,
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199
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200
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61
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436.1
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229.5
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117.7
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2014
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2013
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2012
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Option value (in thousands)
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Percent of base selling price
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Option value (in thousands)
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Percent of base selling price
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Option value (in thousands)
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Percent of base selling price
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Traditional Home Building Product
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Detached
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$
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144
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22.2
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%
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$
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138
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24.0
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%
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$
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124
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23.1
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%
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Attached
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$
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61
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14.3
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%
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$
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54
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13.5
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%
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$
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51
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12.7
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%
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City Living Product
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$
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27
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2.6
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%
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$
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26
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2.1
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%
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$
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23
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3.2
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%
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Total number of communities
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Number of selling communities
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Homes approved
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Homes closed
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Homes under contract but not closed
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Home sites available
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Traditional Home Building:
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North
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70
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59
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9,949
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4,501
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878
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4,570
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Mid-Atlantic
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77
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68
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11,095
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4,643
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830
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5,622
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South
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70
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55
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7,336
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2,925
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963
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3,448
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West
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83
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76
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7,382
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2,659
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864
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3,859
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Traditional Home Building
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300
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258
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35,762
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14,728
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3,535
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17,499
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City Living
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7
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5
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578
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253
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144
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181
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Total
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307
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263
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36,340
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14,981
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3,679
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17,680
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Number of communities
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Number of home sites
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Traditional Home Building:
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North
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35
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3,856
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Mid-Atlantic
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53
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5,536
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South
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41
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4,893
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West
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108
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9,851
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Traditional Home Building
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237
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24,136
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City Living
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12
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1,672
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Total
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249
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25,808
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Fiscal year
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Total
Toll Brothers, Inc. settlements (a) |
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TBI Mortgage Company
financed settlements*(b) |
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Gross
capture rate (b/a) |
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Amount
financed
(in thousands)
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2014
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5,397
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1,866
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34.6%
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$
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801,493
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2013
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4,184
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1,803
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43.1%
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$
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717,335
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2012
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3,286
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1,572
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47.8%
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$
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585,732
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2011
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2,611
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1,361
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52.1%
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$
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508,880
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2010
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2,642
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1,451
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54.9%
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$
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530,575
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*
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TBI Mortgage Company financed settlements exclude brokered and referred loans, which amounted to approximately
11.4%, 10.7%,10.7%, 11.5%, and 5.8% of our closings in fiscal 2014, 2013, 2012, 2011, and 2010, respectively.
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Three months ended
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October 31
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July 31
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April 30
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January 31
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||||||||
2014
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High
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$
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35.94
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$
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37.60
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$
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39.94
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$
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37.58
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Low
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$
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28.92
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$
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32.39
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$
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33.42
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$
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31.61
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2013
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High
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$
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35.01
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$
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39.24
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$
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37.94
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$
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38.35
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Low
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$
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29.64
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$
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30.31
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$
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29.87
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$
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28.50
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Period
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Total
number of shares purchased (b) |
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Average
price paid per share |
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Total number
of shares purchased as part of a publicly announced plan or program (a) |
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Maximum
number of shares that may yet be purchased under the plan or program (a) |
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(in thousands)
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(in thousands)
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(in thousands)
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August 1 to August 31, 2014
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8,258
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September 1 to September 30, 2014
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1
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$
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33.08
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1
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8,257
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October 1 to October 31, 2014
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2,936
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$
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30.78
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2,936
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5,321
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Total
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2,937
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$
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30.78
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2,937
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(a)
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On March 20, 2003, our Board of Directors authorized the repurchase of up to 20 million shares of our common stock in open market transactions or otherwise for the purpose of providing shares for our various employee benefit plans. The Board of Directors did not fix an expiration date for the repurchase program.
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(b)
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Our stock incentive plans permit us to withhold from the total number of shares that otherwise would be issued to a restricted stock unit (“RSU”) recipient upon distribution that number of shares having a fair value at the time of distribution equal to the applicable income tax withholdings due and remit the remaining shares to the RSU recipient. During the three months ended October 31, 2014, we withheld 1,184 of the shares subject to restricted stock units to cover $42,000 of income tax withholdings and we issued the remaining 1,672 shares to the recipients. The shares withheld in connection with the net exercise method are not included in the total number of shares purchased in the table above.
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October 31:
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2009
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2010
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2011
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2012
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2013
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2014
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||||||
Toll Brothers, Inc.
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100.00
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103.58
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100.69
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190.59
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189.84
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184.47
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S&P 500
®
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100.00
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116.52
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125.94
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145.09
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184.52
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216.39
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S&P Homebuilding
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100.00
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97.32
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93.39
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221.58
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213.43
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250.59
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Year ended October 31:
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2014
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2013
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2012
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2011
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2010
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||||||||||
Revenues
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$
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3,911,602
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$
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2,674,299
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$
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1,882,781
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$
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1,475,881
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$
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1,494,771
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Income (loss) before income taxes
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$
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504,582
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$
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267,697
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$
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112,942
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$
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(29,366
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)
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$
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(117,187
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)
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Net income (loss)
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$
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340,032
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$
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170,606
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$
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487,146
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$
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39,795
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$
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(3,374
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)
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Earnings (loss) per share:
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||||||||||
Basic
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$
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1.91
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$
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1.01
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$
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2.91
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$
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0.24
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$
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(0.02
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)
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Diluted
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$
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1.84
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$
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0.97
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$
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2.86
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$
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0.24
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$
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(0.02
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)
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Weighted average number of shares outstanding:
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||||||||||
Basic
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177,578
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169,288
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167,346
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167,140
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165,666
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|||||
Diluted
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185,875
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177,963
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170,154
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168,381
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165,666
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At October 31:
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2014
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2013
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2012
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2011
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2010
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||||||||||
Cash, cash equivalents, and marketable securities
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$
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598,341
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$
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825,480
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$
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1,217,892
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$
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1,139,912
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$
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1,236,927
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Inventory
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$
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6,490,321
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$
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4,650,412
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$
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3,732,703
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$
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3,416,723
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$
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3,241,725
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Total assets
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$
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8,416,902
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$
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6,827,459
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$
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6,181,044
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$
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5,055,246
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$
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5,171,555
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Debt:
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||||||||||
Loans payable
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$
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654,261
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$
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107,222
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$
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99,817
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$
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106,556
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|
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$
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94,491
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Senior debt
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2,655,044
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2,321,442
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2,080,463
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1,490,972
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|
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1,544,110
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|||||
Mortgage company loan facility
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90,281
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75,000
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72,664
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57,409
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|
|
72,367
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|
|||||
Total debt
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$
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3,399,586
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|
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$
|
2,503,664
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|
|
$
|
2,252,944
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|
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$
|
1,654,937
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|
|
$
|
1,710,968
|
|
Equity
|
|
$
|
3,860,697
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|
|
$
|
3,339,164
|
|
|
$
|
3,127,871
|
|
|
$
|
2,592,551
|
|
|
$
|
2,559,013
|
|
Year ended October 31:
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2014
|
|
2013
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|
2012
|
|
2011
|
|
2010
|
|
||||||||||
Closings:
|
|
|
|
|
|
|
|
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|
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|
||||||||||
Number of homes
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5,397
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|
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4,184
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|
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3,286
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|
|
2,611
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|
|
2,642
|
|
|
|||||
Value (in thousands)
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|
$
|
3,911,602
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|
|
$
|
2,674,299
|
|
|
$
|
1,882,781
|
|
|
$
|
1,475,881
|
|
|
$
|
1,494,771
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|
|
Net contracts signed:
|
|
|
|
|
|
|
|
|
|
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|
||||||||||
Number of homes
|
|
5,271
|
|
|
5,294
|
|
|
4,159
|
|
|
2,784
|
|
|
2,605
|
|
|
|||||
Value (in thousands)
|
|
$
|
3,896,490
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|
|
$
|
3,633,908
|
|
|
$
|
2,557,917
|
|
|
$
|
1,604,827
|
|
|
$
|
1,472,030
|
|
|
At October 31:
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Backlog:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of homes
|
|
3,679
|
|
|
3,679
|
|
|
2,569
|
|
|
1,667
|
|
|
1,494
|
|
|||||
Value (in thousands)
|
|
$
|
2,719,673
|
|
|
$
|
2,629,466
|
|
|
$
|
1,669,857
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|
|
$
|
981,052
|
|
|
$
|
852,106
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|
Number of selling communities
|
|
263
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|
|
232
|
|
|
224
|
|
|
215
|
|
|
195
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|
|||||
Home sites:
|
|
|
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|
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|
||||||||||
Owned
|
|
36,243
|
|
|
33,967
|
|
|
31,327
|
|
|
30,199
|
|
|
28,891
|
|
|||||
Controlled
|
|
10,924
|
|
|
14,661
|
|
|
9,023
|
|
|
7,298
|
|
|
5,961
|
|
|||||
Total
|
|
47,167
|
|
|
48,628
|
|
|
40,350
|
|
|
37,497
|
|
|
34,852
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Land controlled for future communities
|
$
|
3,123
|
|
|
$
|
1,183
|
|
|
$
|
451
|
|
Land owned for future communities
|
|
|
|
|
|
|
1,218
|
|
|||
Operating communities
|
17,555
|
|
|
3,340
|
|
|
13,070
|
|
|||
|
$
|
20,678
|
|
|
$
|
4,523
|
|
|
$
|
14,739
|
|
|
|
|
|
Impaired operating communities
|
||||||||
Three months ended:
|
|
Number of
communities tested |
|
Number of communities
|
|
Fair value of
communities, net of impairment charges |
|
Impairment charges
|
||||
Fiscal 2014:
|
|
|
|
|
|
|
|
|
||||
January 31
|
|
67
|
|
1
|
|
$
|
7,131
|
|
|
$
|
1,300
|
|
April 30
|
|
65
|
|
2
|
|
$
|
6,211
|
|
|
1,600
|
|
|
July 31
|
|
63
|
|
1
|
|
$
|
14,122
|
|
|
4,800
|
|
|
October 31
|
|
55
|
|
7
|
|
$
|
38,473
|
|
|
9,855
|
|
|
|
|
|
|
|
|
|
|
$
|
17,555
|
|
||
Fiscal 2013:
|
|
|
|
|
|
|
|
|
||||
January 31
|
|
60
|
|
2
|
|
$
|
5,377
|
|
|
$
|
700
|
|
April 30
|
|
79
|
|
1
|
|
$
|
749
|
|
|
340
|
|
|
July 31
|
|
76
|
|
1
|
|
$
|
191
|
|
|
100
|
|
|
October 31
|
|
63
|
|
2
|
|
$
|
6,798
|
|
|
2,200
|
|
|
|
|
|
|
|
|
|
|
$
|
3,340
|
|
||
Fiscal 2012:
|
|
|
|
|
|
|
|
|
||||
January 31
|
|
113
|
|
8
|
|
$
|
49,758
|
|
|
$
|
6,425
|
|
April 30
|
|
115
|
|
2
|
|
$
|
22,962
|
|
|
2,560
|
|
|
July 31
|
|
115
|
|
4
|
|
$
|
6,609
|
|
|
2,685
|
|
|
October 31
|
|
108
|
|
3
|
|
$
|
9,319
|
|
|
1,400
|
|
|
|
|
|
|
|
|
|
|
$
|
13,070
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|||
Revenues
|
3,911.6
|
|
|
|
|
2,674.3
|
|
|
|
|
1,882.8
|
|
|
|
Cost of revenues
|
3,081.8
|
|
|
78.8
|
|
2,133.3
|
|
|
79.8
|
|
1,532.1
|
|
|
81.4
|
Selling, general and administrative
|
432.5
|
|
|
11.1
|
|
339.9
|
|
|
12.7
|
|
287.3
|
|
|
15.3
|
|
3,514.4
|
|
|
89.8
|
|
2,473.2
|
|
|
92.5
|
|
1,819.4
|
|
|
96.6
|
Income from operations
|
397.2
|
|
|
|
|
201.1
|
|
|
|
|
63.4
|
|
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Income from unconsolidated entities
|
41.1
|
|
|
|
|
14.4
|
|
|
|
|
23.6
|
|
|
|
Other income - net
|
66.2
|
|
|
|
|
52.2
|
|
|
|
|
25.9
|
|
|
|
Income before income taxes
|
504.6
|
|
|
|
|
267.7
|
|
|
|
|
112.9
|
|
|
|
Income tax provision (benefit) (a)
|
164.6
|
|
|
|
|
97.1
|
|
|
|
|
(374.2
|
)
|
|
|
Net income
|
340.0
|
|
|
|
|
170.6
|
|
|
|
|
487.1
|
|
|
|
(a)
|
In fiscal 2012, we recognized a reversal of $394.7 million of federal and state deferred tax asset valuation allowances. See “Critical Accounting Policies - Income Taxes - Valuation Allowance” in this MD&A for information regarding the reversal of valuation allowances against our net deferred tax assets.
|
|
2015
|
|
2016 – 2017
|
|
2018 – 2019
|
|
Thereafter
|
|
Total
|
||||||||||
Senior notes (a)
|
$
|
432.6
|
|
|
$
|
655.2
|
|
|
$
|
515.4
|
|
|
$
|
1,802.2
|
|
|
$
|
3,405.4
|
|
Loans payable (a)
|
79.3
|
|
|
57.0
|
|
|
529.1
|
|
|
55.5
|
|
|
720.9
|
|
|||||
Mortgage company loan facility (a)
|
91.7
|
|
|
|
|
|
|
|
|
91.7
|
|
||||||||
Operating lease obligations
|
10.2
|
|
|
14.8
|
|
|
9.3
|
|
|
0.8
|
|
|
35.1
|
|
|||||
Purchase obligations (b)
|
811.7
|
|
|
578.5
|
|
|
118.1
|
|
|
19.1
|
|
|
1,527.4
|
|
|||||
Retirement plans (c)
|
5.9
|
|
|
14.1
|
|
|
12.8
|
|
|
50.0
|
|
|
82.8
|
|
|||||
Other
|
0.4
|
|
|
0.3
|
|
|
|
|
|
|
0.7
|
|
|||||||
|
$
|
1,431.8
|
|
|
$
|
1,319.9
|
|
|
$
|
1,184.7
|
|
|
$
|
1,927.6
|
|
|
$
|
5,864.0
|
|
(a)
|
Amounts include estimated annual interest payments until maturity of the debt. Of the amounts indicated,
$2.7 billion
of the senior notes,
$654.3 million
of loans payable, and
$90.3 million
of the mortgage company loan facility were recorded on the
October 31, 2014
Consolidated Balance Sheet.
|
(b)
|
Amounts represent our expected acquisition of land under purchase agreements and the estimated remaining amount of the contractual obligation for land development agreements secured by letters of credit and surety bonds.
|
(c)
|
Amounts represent our obligations under our deferred compensation plan, supplemental executive retirement plans and our 401(k) salary deferral savings plans. Of the total amount indicated, $58.8 million was recorded on the
October 31, 2014
Consolidated Balance Sheet.
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Units
|
|
Units
|
|
Units
|
|
$
|
|
$
|
|
$
|
||||||
Traditional Home Building:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
North
|
1,110
|
|
|
874
|
|
|
687
|
|
|
662.7
|
|
|
485.0
|
|
|
350.7
|
|
Mid-Atlantic
|
1,292
|
|
|
1,146
|
|
|
958
|
|
|
817.3
|
|
|
652.9
|
|
|
535.7
|
|
South
|
1,204
|
|
|
1,018
|
|
|
624
|
|
|
836.5
|
|
|
641.3
|
|
|
361.8
|
|
West
|
1,527
|
|
|
1,009
|
|
|
744
|
|
|
1,313.7
|
|
|
724.4
|
|
|
437.9
|
|
Traditional Home Building
|
5,133
|
|
|
4,047
|
|
|
3,013
|
|
|
3,630.2
|
|
|
2,503.6
|
|
|
1,686.1
|
|
City Living
|
264
|
|
|
137
|
|
|
273
|
|
|
281.4
|
|
|
170.7
|
|
|
196.7
|
|
Total
|
5,397
|
|
|
4,184
|
|
|
3,286
|
|
|
3,911.6
|
|
|
2,674.3
|
|
|
1,882.8
|
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Units
|
|
Units
|
|
Units
|
|
$
|
|
$
|
|
$
|
||||||
Traditional Home Building:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
North
|
1,040
|
|
|
1,197
|
|
|
821
|
|
|
664.8
|
|
|
697.5
|
|
|
445.2
|
|
Mid-Atlantic
|
1,220
|
|
|
1,414
|
|
|
1,115
|
|
|
763.9
|
|
|
851.3
|
|
|
625.5
|
|
South
|
1,211
|
|
|
1,225
|
|
|
931
|
|
|
886.2
|
|
|
831.4
|
|
|
582.1
|
|
West
|
1,590
|
|
|
1,177
|
|
|
1,037
|
|
|
1,312.4
|
|
|
966.6
|
|
|
653.7
|
|
Traditional Home Building
|
5,061
|
|
|
5,013
|
|
|
3,904
|
|
|
3,627.3
|
|
|
3,346.8
|
|
|
2,306.5
|
|
City Living
|
210
|
|
|
281
|
|
|
255
|
|
|
269.2
|
|
|
287.1
|
|
|
251.4
|
|
Total
|
5,271
|
|
|
5,294
|
|
|
4,159
|
|
|
3,896.5
|
|
|
3,633.9
|
|
|
2,557.9
|
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Units
|
|
Units
|
|
Units
|
|
$
|
|
$
|
|
$
|
||||||
Traditional Home Building:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
North
|
878
|
|
|
948
|
|
|
625
|
|
|
564.6
|
|
|
562.5
|
|
|
350.0
|
|
Mid-Atlantic
|
830
|
|
|
902
|
|
|
634
|
|
|
519.5
|
|
|
573.0
|
|
|
374.5
|
|
South
|
963
|
|
|
956
|
|
|
749
|
|
|
723.2
|
|
|
673.5
|
|
|
483.5
|
|
West
|
864
|
|
|
675
|
|
|
507
|
|
|
697.2
|
|
|
593.2
|
|
|
351.0
|
|
Traditional Home Building
|
3,535
|
|
|
3,481
|
|
|
2,515
|
|
|
2,504.5
|
|
|
2,402.2
|
|
|
1,559.0
|
|
City Living
|
144
|
|
|
198
|
|
|
54
|
|
|
215.2
|
|
|
227.3
|
|
|
110.9
|
|
Total
|
3,679
|
|
|
3,679
|
|
|
2,569
|
|
|
2,719.7
|
|
|
2,629.5
|
|
|
1,669.9
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Traditional Home Building:
|
|
|
|
|
|
||||||
North
|
$
|
57.0
|
|
|
$
|
32.7
|
|
|
$
|
13.9
|
|
Mid-Atlantic
|
79.0
|
|
|
79.8
|
|
|
63.0
|
|
|||
South
|
113.6
|
|
|
67.9
|
|
|
18.9
|
|
|||
West
|
236.3
|
|
|
111.3
|
|
|
39.4
|
|
|||
Traditional Home Building
|
485.9
|
|
|
291.7
|
|
|
135.2
|
|
|||
City Living
|
104.6
|
|
|
53.3
|
|
|
61.9
|
|
|||
Corporate and other
|
(85.9
|
)
|
|
(77.3
|
)
|
|
(84.2
|
)
|
|||
Total
|
$
|
504.6
|
|
|
$
|
267.7
|
|
|
$
|
112.9
|
|
|
At October 31,
|
||||||
|
2014
|
|
2013
|
||||
Traditional Home Building:
|
|
|
|
||||
North
|
$
|
1,053.8
|
|
|
$
|
963.6
|
|
Mid-Atlantic
|
1,267.6
|
|
|
1,231.4
|
|
||
South
|
1,165.6
|
|
|
954.0
|
|
||
West
|
2,676.2
|
|
|
1,290.4
|
|
||
Traditional Home Building
|
6,163.2
|
|
|
4,439.4
|
|
||
City Living
|
834.9
|
|
|
674.3
|
|
||
Corporate and other
|
1,418.8
|
|
|
1,713.8
|
|
||
Total
|
$
|
8,416.9
|
|
|
$
|
6,827.5
|
|
|
|
Fixed-rate debt
|
|
Variable-rate debt (a)
|
||||||||
Fiscal year of maturity
|
|
Amount
|
|
Weighted-
average interest rate (%) |
|
Amount
|
|
Weighted-
average interest rate (%) |
||||
2015
|
|
$
|
364,951
|
|
|
5.09%
|
|
$
|
90,431
|
|
|
2.15%
|
2016
|
|
25,378
|
|
|
3.89%
|
|
150
|
|
|
0.18%
|
||
2017
|
|
407,782
|
|
|
8.82%
|
|
150
|
|
|
0.18%
|
||
2018
|
|
4,740
|
|
|
3.63%
|
|
150
|
|
|
0.18%
|
||
2019
|
|
358,658
|
|
|
4.01%
|
|
500,150
|
|
|
1.81%
|
||
Thereafter
|
|
1,635,868
|
|
|
4.66%
|
|
13,510
|
|
|
0.15%
|
||
Discount
|
|
(2,332
|
)
|
|
|
|
|
|
|
|||
Total
|
|
$
|
2,795,045
|
|
|
5.23%
|
|
$
|
604,541
|
|
|
1.82%
|
Fair value at October 31, 2014
|
|
$
|
2,960,244
|
|
|
|
|
$
|
604,541
|
|
|
|
(a)
|
Based upon the amount of variable-rate debt outstanding at
October 31, 2014
, and holding the variable-rate debt balance constant, each 1% increase in interest rates would increase the interest incurred by us by approximately $6.0 million per year.
|
Name
|
|
Age
|
|
Positions
|
|
Robert I. Toll
|
|
73
|
|
|
Executive Chairman of the Board and Director
|
Douglas C. Yearley, Jr.
|
|
54
|
|
|
Chief Executive Officer and Director
|
Richard T. Hartman
|
|
57
|
|
|
President and Chief Operating Officer
|
Martin P. Connor
|
|
50
|
|
|
Senior Vice President and Chief Financial Officer
|
|
Page
|
1. Financial Statements
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Operations
and Comprehensive Income
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
2.1
|
|
Purchase and Sale Agreement, dated as of November 6, 2013, among the Registrant and Shapell Investment Properties, Inc. is hereby incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 7, 2013.
|
|
|
|
3.1
|
|
Second Restated Certificate of Incorporation of the Registrant, dated September 8, 2005, is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Form 10-Q for the quarter ended July 31, 2005.
|
|
|
|
3.2
|
|
Certificate of Amendment of the Second Restated Certificate of Incorporation of the Registrant, filed with the Secretary of State of the State of Delaware, is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2010.
|
|
|
|
3.3
|
|
Certificate of Amendment of the Second Restated Certificate of Incorporation of the Registrant, dated as of March 16, 2011, is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2011.
|
|
|
|
3.4
|
|
Bylaws of the Registrant, as Amended and Restated June 11, 2008, are hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2008.
|
|
|
|
3.5
|
|
Amendment to the By-laws of the Registrant, dated as of September 24, 2009, is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2009.
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Exhibit Number
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Description
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3.6
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Amendment to the By-laws of the Registrant, dated as of June 15, 2011, is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2011.
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4.1
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Specimen Stock Certificate is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-K for the fiscal year ended October 31, 1991.
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4.2
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Indenture dated as of November 22, 2002 among Toll Brothers Finance Corp., as issuer, the Registrant, as guarantor, and Bank One Trust Company, NA, as Trustee, including form of guarantee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2002.
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4.3
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Authorizing Resolutions, dated as of May 26, 2005, relating to $300,000,000 principal amount of 5.15% Senior Notes of Toll Brothers Finance Corp. due 2015, guaranteed on a senior basis by the Registrant and certain subsidiaries of the Registrant is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2005.
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4.4
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First Supplemental Indenture dated as of May 1, 2003 to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule A thereto, and Bank One Trust Company, National Association, as Trustee, is hereby incorporated by reference to Exhibit 4.4 of the Registrant’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on June 16, 2003, File Nos. 333-103931, 333-103931-01, 333-103931-02, 333-103931-03 and 333-103931-04.
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4.5
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Second Supplemental Indenture dated as of November 3, 2003 to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule A thereto, and Bank One Trust Company, National Association, as Trustee, is hereby incorporated by reference to Exhibit 4.5 of the Registrant’s Registration Statement on Form S-4/A filed with the Securities and Exchange Commission on November 5, 2003, File Nos. 333-109604, 333-109604-01, 333-109604-02, 333-109604-03 and 333-109604-04.
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4.6
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Third Supplemental Indenture dated as of January 26, 2004 to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule A thereto, and J.P. Morgan Trust Company, National Association, as successor Trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-Q for the quarter ended January 31, 2004.
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4.7
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Fourth Supplemental Indenture dated as of March 1, 2004 to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule A thereto, and J.P. Morgan Trust Company, National Association, as successor Trustee, is hereby incorporated by reference to Exhibit 4.2 of the Registrant’s Form 10-Q for the quarter ended January 31, 2004.
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4.8
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Fifth Supplemental Indenture dated as of September 20, 2004 to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule A thereto, and J.P. Morgan Trust Company, National Association, as successor Trustee, is hereby incorporated by reference to Exhibit 4.9 of the Registrant’s Form 10-K for the fiscal year ended October 31, 2004.
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4.9
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Sixth Supplemental Indenture dated as of October 28, 2004 to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule A thereto, and J.P. Morgan Trust Company, National Association, as successor Trustee, is hereby incorporated by reference to Exhibit 4.10 of the Registrant’s Form 10-K for the fiscal year ended October 31, 2004.
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4.10
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Seventh Supplemental Indenture dated as of October 31, 2004 to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule A thereto, and J.P. Morgan Trust Company, National Association, as successor Trustee, is hereby incorporated by reference to Exhibit 4.11 of the Registrant’s Form 10-K for the fiscal year ended October 31, 2004.
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4.11
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Eighth Supplemental Indenture dated as of January 31, 2005 to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule A thereto, and J.P. Morgan Trust Company, National Association, as successor Trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-Q for the quarter ended April 30, 2005.
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Exhibit Number
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Description
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4.12
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Ninth Supplemental Indenture dated as of June 6, 2005 to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule A thereto, and J.P. Morgan Trust Company, National Association, as successor Trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-Q for the quarter ended July 31, 2005.
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4.13
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Tenth Supplemental Indenture dated as of August 1, 2005 to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule A thereto, and J.P. Morgan Trust Company, National Association, as successor Trustee, is hereby incorporated by reference to Exhibit 4.13 of the Registrant’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 29, 2005, File Nos. 333-128683, 333-128683-01, 333-128683-02, 333-128683-03 and 333-128683-04.
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4.14
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Eleventh Supplemental Indenture dated as of January 31, 2006 to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule I thereto, and J.P. Morgan Trust Company, National Association, as successor Trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-Q for the quarter ended April 30, 2006.
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4.15
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Twelfth Supplemental Indenture dated as of April 30, 2006 to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule I thereto, and J.P. Morgan Trust Company, National Association, as successor Trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-Q for the quarter ended July 31, 2006.
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4.16
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Thirteenth Supplemental Indenture dated as of July 31, 2006 to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule I thereto, and J.P. Morgan Trust Company, National Association, as successor Trustee, is hereby incorporated by reference to Exhibit 4.16 of the Registrant’s Form 10-K for the year ended October 31, 2006.
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4.17
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Fourteenth Supplemental Indenture dated as October 31, 2006 to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule I thereto, and The Bank of New York Trust Company, N.A. as successor Trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-Q for the quarter ended April 30, 2007.
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4.18
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Fifteenth Supplemental Indenture dated as of June 25, 2007 to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule I thereto, and The Bank of New York Trust Company, N.A. as successor Trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-Q for the quarter ended July 31, 2007.
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4.19
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Sixteenth Supplemental Indenture dated as of June 27, 2007 to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule I thereto, and The Bank of New York Trust Company, N.A. as successor Trustee, is hereby incorporated by reference to Exhibit 4.2 of the Registrant’s Form 10-Q for the quarter ended July 31, 2007.
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4.20
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Seventeenth Supplemental Indenture dated as of January 31, 2008, to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule A thereto, and The Bank of New York Trust Company, N.A. as successor Trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-Q for the quarter ended April 30, 2009.
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4.21
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Eighteenth Supplemental Indenture dated as of October 27, 2011, to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-Q for the quarter ended January 31, 2012.
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4.22
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Nineteenth Supplemental Indenture dated as of November 1, 2011, to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.2 of the Registrant’s Form 10-Q for the quarter ended January 31, 2012.
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4.23
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Twentieth Supplemental Indenture dated as of April 27, 2012, to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-Q for the quarter ended April 30, 2012.
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Exhibit Number
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Description
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4.24
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Twenty-first Supplemental Indenture dated as of February 1, 2013, to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-Q for the quarter ended April 30, 2013.
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4.25
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Twenty-second Supplemental Indenture dated as of April 30, 2013, to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.2 of the Registrant’s Form 10-Q for the quarter ended April 30, 2013.
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4.26
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Twenty-third Supplemental Indenture dated as of April 30, 2014, to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.4 of the Registrant’s Form 10-Q for the quarter ended April 30, 2014.
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4.27
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Twenty-fourth Supplemental Indenture dated as of July 31, 2014, to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.4 of the Registrant’s Form 10-Q for the quarter ended July 31, 2014.
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4.28
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Twenty-fifth Supplemental Indenture dated as of October 31, 2014, to the Indenture dated as of November 22, 2002 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee. **
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4.29
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Indenture, dated as of April 20, 2009, among Toll Brothers Finance Corp., the Registrant and the other guarantors named therein and The Bank of New York Mellon, as trustee, is hereby incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24, 2009.
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4.30
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Authorizing Resolutions, dated as of April 20, 2009, relating to the $400,000,000 principal amount of 8.910% Senior Notes due 2017 of Toll Brothers Finance Corp. guaranteed on a Senior Basis by the Registrant and certain of its subsidiaries, is hereby incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24, 2009.
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4.31
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Form of Global Note for Toll Brothers Finance Corp.’s 8.910% Senior Notes due 2017 is hereby incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24, 2009.
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4.32
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Authorizing Resolutions, dated as of September 22, 2009, relating to the $250,000,000 principal amount of 6.750% Senior Notes due 2019 of Toll Brothers Finance Corp. guaranteed on a Senior Basis by the Registrant and certain of its subsidiaries, is hereby incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2009.
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4.33
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Form of Global Note for Toll Brothers Finance Corp.’s 6.750% Senior Notes due 2019 is hereby incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2009.
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4.34
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First Supplemental Indenture dated as of October 27, 2011, to the Indenture dated as of April 20, 2009 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.3 of the Registrant’s Form 10-Q for the quarter ended January 31, 2012.
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4.35
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Second Supplemental Indenture dated as of November 1, 2011, to the Indenture dated as of April 20, 2009 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.4 of the Registrant’s Form 10-Q for the quarter ended January 31, 2012.
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Exhibit Number
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Description
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4.36
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Third Supplemental Indenture dated as of April 27, 2012, to the Indenture dated as of April 20, 2009 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.2 of the Registrant’s Form 10-Q for the quarter ended April 30, 2012.
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4.37
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Fourth Supplemental Indenture dated as of April 30, 2013, to Indenture dated as of April 20, 2009 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.3 of the Registrant’s Form 10-Q for the quarter ended April 30, 2013.
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4.38
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Fifth Supplemental Indenture dated as of April 30, 2014, to Indenture dated as of April 20, 2009 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.2 of the Registrant’s Form 10-Q for the quarter ended April 30, 2014.
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4.39
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Sixth Supplemental Indenture dated as of July 31, 2014, to Indenture dated as of April 20, 2009 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.2 of the Registrant’s Form 10-Q for the quarter ended July 31, 2014.
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4.40
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Seventh Supplemental Indenture dated as of October 31, 2014, to Indenture dated as of April 20, 2009 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee. **
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4.41
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Indenture, dated as of February 7, 2012, among Toll Brothers Finance Corp., the Registrant and the other guarantors named therein and The Bank of New York Mellon, as trustee, is hereby incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2012.
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4.42
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Authorizing Resolutions, dated as of January 31, 2012, relating to the $300,000,000 principal amount of 5.875% Senior Notes due 2022 of Toll Brothers Finance Corp. guaranteed on a Senior Basis by the Registrant and certain of its subsidiaries, is hereby incorporated by reference Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2012.
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4.43
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Form of Global Note for Toll Brothers Finance Corp.’s 5.875% Senior Notes due 2022 is hereby incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2012.
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4.44
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Authorizing Resolutions, dated as of April 3, 2013, relating to the $300,000,000 principal amount of 4.375% Senior Notes due 2023 of Toll Brothers Finance Corp. guaranteed on a Senior Basis by the Registrant and certain of its subsidiaries, is hereby incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 10, 2013.
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4.45
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Authorizing Resolutions, dated as of May 8, 2013, relating to the $100,000,000 principal amount of 4.375% Senior Notes due 2023 of Toll Brothers Finance Corp. guaranteed on a Senior Basis by Toll Brothers, Inc. and certain of its subsidiaries is hereby incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2013.
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4.46
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Form of Global Note for Toll Brothers Finance Corp.’s 4.375% Senior Notes due 2023 is hereby incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 10, 2013.
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4.47
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Authorizing Resolutions, dated as of November 21, 2013, relating to the $350,000,000 principal amount of 4.000% Senior Notes due 2018 of Toll Brothers Finance Corp. guaranteed on a Senior Basis by the Registrant and certain of its subsidiaries, is hereby incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2013.
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4.48
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Form of Global Note for Toll Brothers Finance Corp.’s 4.000% Senior Notes due 2018 is hereby incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2013.
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Exhibit Number
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Description
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4.49
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Authorizing Resolutions, dated as of November 21, 2013, relating to the $250,000,000 principal amount of 5.625% Senior Notes due 2024 of Toll Brothers Finance Corp. guaranteed on a Senior Basis by the Registrant and certain of its subsidiaries, is hereby incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2013.
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4.50
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Form of Global Note for Toll Brothers Finance Corp.’s 5.625% Senior Notes due 2024 is hereby incorporated by reference to Exhibit 4.5 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2013.
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4.51
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First Supplemental Indenture dated as of April 27, 2012, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.3 of the Registrant’s Form 10-Q for the quarter ended April 30, 2012.
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4.52
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Second Supplemental Indenture dated as of April 30, 2013, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.4 of the Registrant’s Form 10-Q for the quarter ended April 30, 2013.
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4.53
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Third Supplemental Indenture dated as of April 30, 2014, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-Q for the quarter ended April 30, 2014.
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4.54
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Fourth Supplemental Indenture dated as of July 31, 2014, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-Q for the quarter ended July 31, 2014.
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4.55
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Fifth Supplemental Indenture dated as of October 31, 2014, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee. **
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4.56
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Indenture, dated as of September 11, 2012, among Toll Brothers Finance Corp., the Registrant and the other guarantors named therein and The Bank of New York Mellon, as trustee, is hereby incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 13, 2012.
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4.57
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First Supplemental Indenture dated as of April 30, 2013, to the Indenture dated as of September 11, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.5 of the Registrant’s Form 10-Q for the quarter ended April 30, 2013.
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4.58
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Second Supplemental Indenture dated as of April 30, 2014, to the Indenture dated as of September 11, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.3 of the Registrant’s Form 10-Q for the quarter ended April 30, 2014.
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4.59
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|
Third Supplemental Indenture dated as of July 31, 2014, to the Indenture dated as of September 11, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.3 of the Registrant’s Form 10-Q for the quarter ended July 31, 2014.
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4.60
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|
Fourth Supplemental Indenture dated as of October 31, 2014, to the Indenture dated as of September 11, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor
Trustee. **
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Exhibit Number
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Description
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4.61
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Rights Agreement dated as of June 13, 2007, by and between the Registrant and American Stock Transfer & Trust Company, as Rights Agent, is hereby incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2007.
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10.1
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Credit Agreement by and among First Huntingdon Finance Corp., the Registrant and the lenders which are parties thereto dated August 1, 2013, is hereby incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 6, 2013.
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10.2
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Credit Agreement by and among First Huntingdon Finance Corp., Toll Brothers, Inc., the lenders party thereto and SunTrust Bank, as Administrative Agent dated February 3, 2014, is hereby incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 5, 2014
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10.3*
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Toll Brothers, Inc. Employee Stock Purchase Plan (amended and restated effective January 1, 2008) is hereby incorporated by reference to Exhibit 4.31 of the Registrant’s Form 10-K for the year ended October 31, 2007.
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10.4*
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|
Toll Brothers, Inc. Stock Incentive Plan (1998) is hereby incorporated by reference to Exhibit 4 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 25, 1998, File No. 333-57645.
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10.5*
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|
Amendment to the Toll Brothers, Inc. Stock Incentive Plan (1998) effective March 22, 2001 is hereby incorporated by reference to Exhibit 10.4 of the Registrant’s Form 10-Q for the quarter ended July 31, 2001.
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10.6*
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Amendment to the Toll Brothers, Inc. Stock Incentive Plan (1998) effective December 12, 2007 is hereby incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2008.
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10.7*
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Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Employees (2007) (amended and restated as of September 17, 2008, is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Amendment No. 1 to Toll Brothers, Inc.’s Registration Statement on Form S-8 (No. 333-143367) filed with the Securities and Exchange Commission on October 29, 2008.
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10.8*
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Form of Non-Qualified Stock Option Grant pursuant to the Toll Brothers, Inc. Stock Incentive Plan for Employees (2007) is hereby incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on December 19, 2007.
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10.9*
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Form of Addendum to Non-Qualified Stock Option Grant pursuant to the Toll Brothers, Inc. Stock Incentive Plan for Employees (2007) is hereby incorporated by reference to Exhibit 10.3 of the Registrant’s Form 10-Q for the quarter ended July 31, 2007.
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10.10*
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Form of Stock Award Grant pursuant to the Toll Brothers, Inc. Stock Incentive Plan for Employees (2007) is hereby incorporated by reference to Exhibit 10.4 of the Registrant’s Form 10-Q for the quarter ended July 31, 2007.
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10.11*
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Form of Restricted Stock Unit Award pursuant to the Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Employees (2007) is hereby incorporated by reference to Exhibit 10.19 of the Registrant’s Form 10-K for the period ended October 31, 2008.
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10.12*
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Restricted Stock Unit Award to Robert I. Toll, dated December 19, 2008, pursuant to the Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Employees (2007) is incorporated by reference to Exhibit 10.20 of the Registrant’s Form 10-K for the period ended October 31, 2008.
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10.13*
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Restricted Stock Unit Award to Robert I. Toll, dated December 21, 2009, pursuant to the Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Employees (2007) is incorporated by reference to Exhibit 10.17 of the Registrant’s Form 10-K for the period ended October 31, 2009.
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Exhibit Number
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Description
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10.14*
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|
Form of Performance Based Restricted Stock Unit Award pursuant to the Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Employees (2007), is incorporated by reference to Exhibit 10.33 of the Registrant’s Form 10-K for the period ended October 31, 2011.
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10.15*
|
|
Toll Brothers, Inc. Stock Incentive Plan for Employees (2014) is hereby incorporated by reference to Annex A to Toll Brothers, Inc.’s definitive proxy statement on Schedule 14A for the Toll Brothers, Inc. 2014 Annual Meeting of Stockholders held on March 12, 2014 filed with the SEC on February 3, 2014.
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10.16*
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Form of Non-Qualified Stock Option Grant pursuant to the Toll Brothers, Inc. Stock Incentive Plan for Employees (2014). **
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10.17*
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Form of Restricted Stock Unit Agreement (Performance Based) pursuant to the Toll Brothers, Inc. Stock Incentive Plan for Employees (2014). **
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|
10.18*
|
|
Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Non-Employee Directors (2007) (amended and restated as of September 17, 2008) is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Amendment No. 1 to Toll Brothers, Inc.’s Registration Statement on Form S-8 (No. 333-144230) filed with the Securities and Exchange Commission on October 29, 2008.
|
|
|
|
10.19*
|
|
Form of Non-Qualified Stock Option Grant pursuant to the Toll Brothers, Inc. Stock Incentive Plan for Non-Employee Directors (2007) is hereby incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2007.
|
|
|
|
10.20*
|
|
Form of Addendum to Non-Qualified Stock Option Grant pursuant to the Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Non-Employee Directors (2007) is hereby incorporated by reference to Exhibit 10.6 of the Registrant’s Form 10-Q for the quarter ended July 31, 2007.
|
|
|
|
10.21*
|
|
Form of Restricted Stock Unit Award Agreement pursuant to the Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Non-Employee Directors (2007). **
|
|
|
|
10.22*
|
|
Toll Brothers, Inc. Senior Officer Bonus Plan is hereby incorporated by reference to Addendum C to Toll Brothers, Inc.’s definitive proxy statement on Schedule 14A for the Toll Brothers, Inc. 2010 Annual Meeting of Stockholders held on March 17, 2010 filed with the Securities and Exchange Commission on February 1, 2010.
|
|
|
|
10.23*
|
|
Toll Brothers, Inc. Supplemental Executive Retirement Plan, as amended and restated effective as of
March 12, 2014, is hereby incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended April 30, 2014 |
|
|
|
10.24*
|
|
Agreement dated March 5, 1998 between the Registrant and Bruce E. Toll regarding Mr. Toll’s resignation and related matters is hereby incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended April 30, 1998.
|
|
|
|
10.25*
|
|
Advisory and Non-Competition Agreement between the Registrant and Bruce E. Toll, dated as of November 1, 2010, is incorporated by reference to Exhibit 10.34 of the Registrant’s Form 10-K for the period ended October 31, 2010.
|
|
|
|
10.26*
|
|
Toll Bros., Inc. Non-Qualified Deferred Compensation Plan, amended and restated as of November 1, 2008, is incorporated by reference to Exhibit 10.45 of the Registrant’s Form 10-K for the period ended October 31, 2008.
|
|
|
|
10.27*
|
|
Amendment Number 1 dated November 1, 2010 to the Toll Bros., Inc. Non-Qualified Deferred Compensation Plan, amended and restated as of November 1, 2008, is incorporated by reference to Exhibit 10.40 of the Registrant’s Form 10-K for the period ended October 31, 2010.
|
|
|
|
10.28*
|
|
Amendment Number 2 dated December 30, 2010 to the Toll Bros., Inc. Non-Qualified Deferred Compensation Plan, amended and restated as of November 1, 2008. **
|
|
|
|
10.29*
|
|
Amendment Number 3 dated December 22, 2011 to the Toll Bros., Inc. Non-Qualified Deferred Compensation Plan, amended and restated as of November 1, 2008. **
|
Exhibit Number
|
|
Description
|
|
|
|
10.30*
|
|
Form of Indemnification Agreement between the Registrant and the members of its Board of Directors, is hereby incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 17, 2009.
|
|
|
|
12**
|
|
Statement re: Computation of Ratios of Earnings to Fixed Charges.
|
|
|
|
21**
|
|
Subsidiaries of the Registrant.
|
|
|
|
23**
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accountant.
|
|
|
|
31.1**
|
|
Certification of Douglas C. Yearley, Jr. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2**
|
|
Certification of Martin P. Connor pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1**
|
|
Certification of Douglas C. Yearley, Jr. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2**
|
|
Certification of Martin P. Connor pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS**
|
|
XBRL Instance Document.
|
|
|
|
101.SCH**
|
|
XBRL Schema Document.
|
|
|
|
101.CAL**
|
|
XBRL Calculation Linkbase Document.
|
|
|
|
101.LAB**
|
|
XBRL Labels Linkbase Document.
|
|
|
|
101.PRE**
|
|
XBRL Presentation Linkbase Document.
|
|
|
|
101.DEF**
|
|
XBRL Definition Linkbase Document.
|
*
|
This exhibit is a management contract or compensatory plan or arrangement required to be filed as an exhibit to this report.
|
|
|
**
|
Filed electronically herewith.
|
|
TOLL BROTHERS, INC.
|
|
|
By:
|
/s/ Douglas C. Yearly, Jr.
|
|
|
Douglas C. Yearley, Jr.
Chief Executive Officer
(Principal Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Robert I. Toll
|
|
Executive Chairman of the Board of Directors
|
|
December 23, 2014
|
Robert I. Toll
|
|
|
|
|
|
|
|
|
|
/s/ Bruce E. Toll
|
|
Vice Chairman of the Board and Director
|
|
December 23, 2014
|
Bruce E. Toll
|
|
|
|
|
|
|
|
|
|
/s/ Douglas C. Yearley, Jr.
|
|
Chief Executive Officer and Director
|
|
December 23, 2014
|
Douglas C. Yearley, Jr.
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Richard T. Hartman
|
|
Chief Operating Officer and
|
|
December 23, 2014
|
Richard T. Hartman
|
|
President
|
|
|
|
|
|
|
|
/s/ Martin P. Connor
|
|
Senior Vice President and Chief Financial Officer
|
|
December 23, 2014
|
Martin P. Connor
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Joseph R. Sicree
|
|
Senior Vice President and Chief Accounting
|
|
December 23, 2014
|
Joseph R. Sicree
|
|
Officer (Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Robert S. Blank
|
|
Director
|
|
December 23, 2014
|
Robert S. Blank
|
|
|
|
|
|
|
|
|
|
/s/ Edward G. Boehne
|
|
Director
|
|
December 23, 2014
|
Edward G. Boehne
|
|
|
|
|
|
|
|
|
|
/s/ Richard J. Braemer
|
|
Director
|
|
December 23, 2014
|
Richard J. Braemer
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
Christine N. Garvey
|
|
|
|
|
|
|
|
|
|
/s/ Carl B. Marbach
|
|
Director
|
|
December 23, 2014
|
Carl B. Marbach
|
|
|
|
|
|
|
|
|
|
/s/ Stephen A. Novick
|
|
Director
|
|
December 23, 2014
|
Stephen A. Novick
|
|
|
|
|
|
|
|
|
|
/s/ Paul E. Shapiro
|
|
Director
|
|
December 23, 2014
|
Paul E. Shapiro
|
|
|
|
|
|
October 31,
|
||||||
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
586,315
|
|
|
$
|
772,972
|
|
Marketable securities
|
12,026
|
|
|
52,508
|
|
||
Restricted cash
|
18,342
|
|
|
32,036
|
|
||
Inventory
|
6,490,321
|
|
|
4,650,412
|
|
||
Property, construction, and office equipment, net
|
143,010
|
|
|
131,320
|
|
||
Receivables, prepaid expenses, and other assets
|
251,572
|
|
|
229,295
|
|
||
Mortgage loans held for sale
|
101,944
|
|
|
113,517
|
|
||
Customer deposits held in escrow
|
42,073
|
|
|
46,888
|
|
||
Investments in and advances to unconsolidated entities
|
447,078
|
|
|
403,133
|
|
||
Investments in distressed loans
|
4,001
|
|
|
36,374
|
|
||
Investments in foreclosed real estate
|
69,799
|
|
|
72,972
|
|
||
Deferred tax assets, net of valuation allowances
|
250,421
|
|
|
286,032
|
|
||
|
$
|
8,416,902
|
|
|
$
|
6,827,459
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Loans payable
|
$
|
654,261
|
|
|
$
|
107,222
|
|
Senior notes
|
2,655,044
|
|
|
2,321,442
|
|
||
Mortgage company loan facility
|
90,281
|
|
|
75,000
|
|
||
Customer deposits
|
223,799
|
|
|
212,669
|
|
||
Accounts payable
|
225,347
|
|
|
167,787
|
|
||
Accrued expenses
|
581,477
|
|
|
522,987
|
|
||
Income taxes payable
|
125,996
|
|
|
81,188
|
|
||
Total liabilities
|
4,556,205
|
|
|
3,488,295
|
|
||
Equity
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
||||
Preferred stock, none issued
|
—
|
|
|
—
|
|
||
Common stock, 177,930 and 169,353 shares issued at October 31, 2014 and 2013, respectively
|
1,779
|
|
|
1,694
|
|
||
Additional paid-in capital
|
712,162
|
|
|
441,677
|
|
||
Retained earnings
|
3,232,035
|
|
|
2,892,003
|
|
||
Treasury stock, at cost — 2,884 and 0 shares at October 31, 2014 and 2013
|
(88,762
|
)
|
|
—
|
|
||
Accumulated other comprehensive loss
|
(2,838
|
)
|
|
(2,387
|
)
|
||
Total stockholders’ equity
|
3,854,376
|
|
|
3,332,987
|
|
||
Noncontrolling interest
|
6,321
|
|
|
6,177
|
|
||
Total equity
|
3,860,697
|
|
|
3,339,164
|
|
||
|
$
|
8,416,902
|
|
|
$
|
6,827,459
|
|
|
Year ended October 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
$
|
3,911,602
|
|
|
$
|
2,674,299
|
|
|
$
|
1,882,781
|
|
Cost of revenues
|
3,081,837
|
|
|
2,133,300
|
|
|
1,532,095
|
|
|||
Selling, general and administrative
|
432,516
|
|
|
339,932
|
|
|
287,257
|
|
|||
|
3,514,353
|
|
|
2,473,232
|
|
|
1,819,352
|
|
|||
Income from operations
|
397,249
|
|
|
201,067
|
|
|
63,429
|
|
|||
Other:
|
|
|
|
|
|
||||||
Income from unconsolidated entities
|
41,141
|
|
|
14,392
|
|
|
23,592
|
|
|||
Other income - net
|
66,192
|
|
|
52,238
|
|
|
25,921
|
|
|||
Income before income taxes
|
504,582
|
|
|
267,697
|
|
|
112,942
|
|
|||
Income tax provision (benefit)
|
164,550
|
|
|
97,091
|
|
|
(374,204
|
)
|
|||
Net income
|
$
|
340,032
|
|
|
$
|
170,606
|
|
|
$
|
487,146
|
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Change in pension liability
|
(677
|
)
|
|
2,334
|
|
|
(1,839
|
)
|
|||
Change in fair value of available-for-sale securities
|
3
|
|
|
(186
|
)
|
|
476
|
|
|||
Unrealized income (loss) on derivative held by equity investee
|
223
|
|
|
284
|
|
|
(554
|
)
|
|||
Other comprehensive (loss) income
|
(451
|
)
|
|
2,432
|
|
|
(1,917
|
)
|
|||
Total comprehensive income
|
$
|
339,581
|
|
|
$
|
173,038
|
|
|
$
|
485,229
|
|
|
|
|
|
|
|
||||||
Income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.91
|
|
|
$
|
1.01
|
|
|
$
|
2.91
|
|
Diluted
|
$
|
1.84
|
|
|
$
|
0.97
|
|
|
$
|
2.86
|
|
Weighted-average number of shares:
|
|
|
|
|
|
||||||
Basic
|
177,578
|
|
|
169,288
|
|
|
167,346
|
|
|||
Diluted
|
185,875
|
|
|
177,963
|
|
|
170,154
|
|
|
Common
Stock
|
|
Additional Paid-in
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accum-
ulated Other Compre- hensive Loss |
|
Non-controlling
Interest
|
|
Total
Equity
|
||||||||||
|
Shares
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
||||||||
Balance, November 1, 2011
|
168,675
|
|
|
1,687
|
|
|
400,382
|
|
|
2,234,251
|
|
|
(47,065
|
)
|
|
(2,902
|
)
|
|
6,198
|
|
|
2,592,551
|
|
Net income
|
|
|
|
|
|
|
487,146
|
|
|
|
|
|
|
|
|
487,146
|
|
||||||
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
|
(505
|
)
|
|
|
|
|
|
(505
|
)
|
|||||
Exercise of stock options
|
13
|
|
|
|
|
|
(9,831
|
)
|
|
|
|
44,472
|
|
|
|
|
|
|
34,641
|
|
|||
Employee benefit plan issuances
|
|
|
|
|
|
174
|
|
|
|
|
301
|
|
|
|
|
|
|
475
|
|
||||
Conversion of restricted stock units to stock
|
|
|
|
|
|
(1,814
|
)
|
|
|
|
1,814
|
|
|
|
|
|
|
—
|
|
||||
Stock-based compensation
|
|
|
|
|
7,411
|
|
|
|
|
|
|
|
|
|
|
7,411
|
|
||||||
Issuance of restricted stock and stock units
|
2
|
|
|
|
|
8,096
|
|
|
|
|
|
|
|
|
|
|
8,096
|
|
|||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(1,917
|
)
|
|
|
|
(1,917
|
)
|
||||||
Loss attributable to non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
(27
|
)
|
|
(27
|
)
|
||||||
Balance, October 31, 2012
|
168,690
|
|
|
1,687
|
|
|
404,418
|
|
|
2,721,397
|
|
|
(983
|
)
|
|
(4,819
|
)
|
|
6,171
|
|
|
3,127,871
|
|
Net income
|
|
|
|
|
|
|
170,606
|
|
|
|
|
|
|
|
|
170,606
|
|
||||||
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
|
(15,377
|
)
|
|
|
|
|
|
(15,377
|
)
|
|||||
Exercise of stock options
|
505
|
|
|
6
|
|
|
20,952
|
|
|
|
|
15,996
|
|
|
|
|
|
|
36,954
|
|
|||
Employee benefit plan issuances
|
9
|
|
|
|
|
299
|
|
|
|
|
362
|
|
|
|
|
|
|
661
|
|
||||
Stock-based compensation
|
|
|
|
|
7,703
|
|
|
|
|
|
|
|
|
|
|
7,703
|
|
||||||
Issuance of restricted stock and stock units
|
149
|
|
|
1
|
|
|
8,305
|
|
|
|
|
2
|
|
|
|
|
|
|
8,308
|
|
|||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
2,432
|
|
|
|
|
2,432
|
|
||||||
Loss attributable to non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
(27
|
)
|
|
(27
|
)
|
||||||
Capital contribution
|
|
|
|
|
|
|
|
|
|
|
|
|
33
|
|
|
33
|
|
||||||
Balance, October 31, 2013
|
169,353
|
|
|
1,694
|
|
|
441,677
|
|
|
2,892,003
|
|
|
—
|
|
|
(2,387
|
)
|
|
6,177
|
|
|
3,339,164
|
|
Net income
|
|
|
|
|
|
|
340,032
|
|
|
|
|
|
|
|
|
340,032
|
|
||||||
Issuance of common stock
|
7,188
|
|
|
72
|
|
|
220,366
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
220,438
|
|
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
|
(90,754
|
)
|
|
|
|
|
|
(90,754
|
)
|
|||||
Exercise of stock options
|
1,186
|
|
|
11
|
|
|
28,197
|
|
|
|
|
1,529
|
|
|
|
|
|
|
29,737
|
|
|||
Employee benefit plan issuances
|
24
|
|
|
|
|
391
|
|
|
|
|
449
|
|
|
|
|
|
|
840
|
|
||||
Stock-based compensation
|
|
|
|
|
9,005
|
|
|
|
|
|
|
|
|
|
|
9,005
|
|
||||||
Issuance of restricted stock and stock units
|
179
|
|
|
2
|
|
|
12,526
|
|
|
|
|
14
|
|
|
|
|
|
|
12,542
|
|
|||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(451
|
)
|
|
|
|
(451
|
)
|
||||||
Loss attributable to non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
(28
|
)
|
|
(28
|
)
|
||||||
Capital contribution
|
|
|
|
|
|
|
|
|
|
|
|
|
172
|
|
|
172
|
|
||||||
Balance, October 31, 2014
|
177,930
|
|
|
1,779
|
|
|
712,162
|
|
|
3,232,035
|
|
|
(88,762
|
)
|
|
(2,838
|
)
|
|
6,321
|
|
|
3,860,697
|
|
|
|
Year ended October 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flow provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
340,032
|
|
|
$
|
170,606
|
|
|
$
|
487,146
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
22,999
|
|
|
25,210
|
|
|
22,586
|
|
|||
Stock-based compensation
|
|
21,656
|
|
|
19,041
|
|
|
15,575
|
|
|||
Excess tax benefits from stock-based compensation
|
|
(7,593
|
)
|
|
(24,417
|
)
|
|
(5,776
|
)
|
|||
Recovery of investments in unconsolidated entities
|
|
|
|
|
|
(2,311
|
)
|
|||||
Income from unconsolidated entities
|
|
(41,141
|
)
|
|
(14,392
|
)
|
|
(21,281
|
)
|
|||
Distributions of earnings from unconsolidated entities
|
|
43,973
|
|
|
23,468
|
|
|
5,258
|
|
|||
Income from distressed loans and foreclosed real estate
|
|
(15,833
|
)
|
|
(16,312
|
)
|
|
(12,444
|
)
|
|||
Deferred tax provision
|
|
47,431
|
|
|
75,219
|
|
|
41,810
|
|
|||
Change in deferred tax valuation allowances
|
|
(11,929
|
)
|
|
(1,337
|
)
|
|
(394,718
|
)
|
|||
Inventory impairments and write-offs
|
|
20,678
|
|
|
4,523
|
|
|
14,739
|
|
|||
Change in fair value of mortgage loans receivable and derivative instruments
|
|
(16
|
)
|
|
174
|
|
|
(670
|
)
|
|||
Gain on sale of marketable securities
|
|
(6
|
)
|
|
(57
|
)
|
|
(40
|
)
|
|||
Changes in operating assets and liabilities
|
|
|
|
|
|
|
||||||
Increase in inventory
|
|
(271,982
|
)
|
|
(941,314
|
)
|
|
(195,948
|
)
|
|||
Origination of mortgage loans
|
|
(818,515
|
)
|
|
(743,497
|
)
|
|
(651,618
|
)
|
|||
Sale of mortgage loans
|
|
829,948
|
|
|
716,586
|
|
|
629,397
|
|
|||
Decrease (increase) in restricted cash
|
|
13,694
|
|
|
15,240
|
|
|
(27,516
|
)
|
|||
Increase in receivables, prepaid expenses, and other assets
|
|
(5,214
|
)
|
|
(51,794
|
)
|
|
(36,497
|
)
|
|||
Increase in customer deposits
|
|
10,516
|
|
|
52,383
|
|
|
44,383
|
|
|||
Increase (decrease) in accounts payable and accrued expenses
|
|
82,101
|
|
|
100,463
|
|
|
(58,537
|
)
|
|||
Increase (decrease) in income taxes payable
|
|
52,401
|
|
|
21,244
|
|
|
(25,075
|
)
|
|||
Net cash provided by (used in) operating activities
|
|
313,200
|
|
|
(568,963
|
)
|
|
(171,537
|
)
|
|||
Cash flow (used in) provided by investing activities:
|
|
|
|
|
|
|
||||||
Purchase of property and equipment — net
|
|
(15,074
|
)
|
|
(26,567
|
)
|
|
(11,920
|
)
|
|||
Purchase of marketable securities
|
|
|
|
|
(36,202
|
)
|
|
(579,958
|
)
|
|||
Sale and redemption of marketable securities
|
|
40,242
|
|
|
417,846
|
|
|
368,253
|
|
|||
Investment in and advances to unconsolidated entities
|
|
(113,029
|
)
|
|
(93,398
|
)
|
|
(217,160
|
)
|
|||
Return of investments in unconsolidated entities
|
|
73,845
|
|
|
69,809
|
|
|
38,368
|
|
|||
Investment in distressed loans and foreclosed real estate
|
|
(2,089
|
)
|
|
(26,155
|
)
|
|
(30,090
|
)
|
|||
Return of investments in distressed loans and foreclosed real estate
|
|
53,130
|
|
|
27,370
|
|
|
16,707
|
|
|||
Acquisition of a business, net of cash acquired
|
|
(1,489,116
|
)
|
|
|
|
|
(144,746
|
)
|
|||
Net cash (used in) provided by investing activities
|
|
(1,452,091
|
)
|
|
332,703
|
|
|
(560,546
|
)
|
|||
Cash flow provided by (used in) financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from issuance of senior notes
|
|
600,000
|
|
|
400,383
|
|
|
578,696
|
|
|||
Debt issuance costs for senior notes
|
|
(4,739
|
)
|
|
|
|
|
|
|
|||
Proceeds from loans payable
|
|
2,229,371
|
|
|
1,164,531
|
|
|
1,002,934
|
|
|||
Debt issuance costs for loans payable
|
|
(3,063
|
)
|
|
|
|
|
|
|
|||
Principal payments of loans payable
|
|
(1,767,115
|
)
|
|
(1,195,524
|
)
|
|
(1,016,081
|
)
|
|||
Redemption of senior notes
|
|
(267,960
|
)
|
|
(163,853
|
)
|
|
—
|
|
|||
Net proceeds from issuance of common stock
|
|
220,365
|
|
|
|
|
|
|
|
|||
Proceeds from stock-based benefit plans
|
|
28,364
|
|
|
15,798
|
|
|
33,747
|
|
|||
Excess tax benefits from stock-based compensation
|
|
7,593
|
|
|
24,417
|
|
|
5,776
|
|
|||
Purchase of treasury stock
|
|
(90,754
|
)
|
|
(15,377
|
)
|
|
(505
|
)
|
|||
Receipts related to noncontrolling interest
|
|
172
|
|
|
33
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
|
952,234
|
|
|
230,408
|
|
|
604,567
|
|
|||
Net decrease in cash and cash equivalents
|
|
(186,657
|
)
|
|
(5,852
|
)
|
|
(127,516
|
)
|
|||
Cash and cash equivalents, beginning of year
|
|
772,972
|
|
|
778,824
|
|
|
906,340
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
586,315
|
|
|
$
|
772,972
|
|
|
$
|
778,824
|
|
Level 1:
|
|
Fair value determined based on quoted prices in active markets for identical assets or liabilities.
|
Level 2:
|
|
Fair value determined using significant observable inputs, generally either quoted prices in active markets for similar assets or liabilities or quoted prices in markets that are not active.
|
Level 3:
|
|
Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques.
|
Assets acquired and liabilities assumed
|
|
|
||
Cash and cash equivalents
|
|
$
|
106,233
|
|
Inventory
|
|
1,513,801
|
|
|
Property, construction, and office equipment, net
|
|
404
|
|
|
Receivables, prepaid expenses, and other assets
|
|
10,759
|
|
|
Total assets acquired
|
|
1,631,197
|
|
|
|
|
|
||
Customer deposits
|
|
(5,429
|
)
|
|
Accounts payable and accrued liabilities
|
|
(30,419
|
)
|
|
Total liabilities assumed
|
|
(35,848
|
)
|
|
Total net assets acquired
|
|
$
|
1,595,349
|
|
|
2014
|
|
2013
|
||||
Revenues
|
$
|
4,045,101
|
|
|
$
|
3,102,076
|
|
Net income
|
381,855
|
|
|
202,746
|
|
||
Income per share
–
basic
|
2.15
|
|
|
1.15
|
|
||
Income per share
–
diluted
|
2.06
|
|
|
1.09
|
|
|
2014
|
|
2013
|
||||
Land controlled for future communities
|
$
|
122,533
|
|
|
$
|
99,802
|
|
Land owned for future communities
|
2,355,874
|
|
|
1,287,630
|
|
||
Operating communities
|
4,011,914
|
|
|
3,262,980
|
|
||
|
$
|
6,490,321
|
|
|
$
|
4,650,412
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Land owned for future communities:
|
|
|
|
|
|
||||||
Number of communities
|
16
|
|
|
25
|
|
|
40
|
|
|||
Carrying value (in thousands)
|
$
|
122,015
|
|
|
$
|
153,498
|
|
|
$
|
240,307
|
|
Operating communities:
|
|
|
|
|
|
||||||
Number of communities
|
9
|
|
|
15
|
|
|
5
|
|
|||
Carrying value (in thousands)
|
$
|
42,092
|
|
|
$
|
88,534
|
|
|
$
|
34,685
|
|
Charge:
|
2014
|
|
2013
|
|
2012
|
||||||
Land controlled for future communities
|
$
|
3,123
|
|
|
$
|
1,183
|
|
|
$
|
451
|
|
Land owned for future communities
|
|
|
|
|
|
|
1,218
|
|
|||
Operating communities
|
17,555
|
|
|
3,340
|
|
|
13,070
|
|
|||
|
$
|
20,678
|
|
|
$
|
4,523
|
|
|
$
|
14,739
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Interest capitalized, beginning of year
|
$
|
343,077
|
|
|
$
|
330,581
|
|
|
$
|
298,757
|
|
Interest incurred
|
163,815
|
|
|
134,198
|
|
|
125,783
|
|
|||
Interest expensed to cost of revenues
|
(137,457
|
)
|
|
(112,321
|
)
|
|
(87,117
|
)
|
|||
Write-off against other income
|
(5,394
|
)
|
|
(2,917
|
)
|
|
(3,404
|
)
|
|||
Capitalized interest applicable to investments in unconsolidated entities
|
(9,672
|
)
|
|
(6,464
|
)
|
|
(3,438
|
)
|
|||
Previously capitalized interest in unconsolidated entities transferred to inventory
|
1,811
|
|
|
|
|
|
|
|
|||
Interest capitalized, end of year
|
$
|
356,180
|
|
|
$
|
343,077
|
|
|
$
|
330,581
|
|
|
October 31, 2014
|
||||||||||||||||||
|
Land Develop-
ment Joint
Ventures
|
|
Home
Building
Joint
Ventures
|
|
Rental Property Joint Ventures
|
|
Structured
Asset
Joint
Venture
|
|
Total
|
||||||||||
Cash and cash equivalents
|
$
|
31,968
|
|
|
$
|
21,821
|
|
|
$
|
33,040
|
|
|
$
|
23,462
|
|
|
$
|
110,291
|
|
Inventory
|
258,092
|
|
|
465,144
|
|
|
|
|
|
|
|
723,236
|
|
||||||
Non-performing loan portfolio
|
|
|
|
|
|
|
57,641
|
|
|
57,641
|
|
||||||||
Rental properties
|
|
|
|
|
140,238
|
|
|
|
|
140,238
|
|
||||||||
Rental properties under development
|
|
|
|
|
327,315
|
|
|
|
|
|
327,315
|
|
|||||||
Real estate owned (“REO”)
|
|
|
|
|
|
|
|
184,753
|
|
|
184,753
|
|
|||||||
Other assets (1)
|
30,166
|
|
|
75,164
|
|
|
14,333
|
|
|
77,986
|
|
|
197,649
|
|
|||||
Total assets
|
$
|
320,226
|
|
|
$
|
562,129
|
|
|
$
|
514,926
|
|
|
$
|
343,842
|
|
|
$
|
1,741,123
|
|
Debt (1)
|
$
|
102,042
|
|
|
$
|
8,713
|
|
|
$
|
333,128
|
|
|
$
|
77,950
|
|
|
$
|
521,833
|
|
Other liabilities
|
23,854
|
|
|
56,665
|
|
|
43,088
|
|
|
177
|
|
|
123,784
|
|
|||||
Members’ equity
|
194,330
|
|
|
496,751
|
|
|
138,710
|
|
|
106,298
|
|
|
936,089
|
|
|||||
Noncontrolling interest
|
|
|
|
|
|
|
159,417
|
|
|
159,417
|
|
||||||||
Total liabilities and equity
|
$
|
320,226
|
|
|
$
|
562,129
|
|
|
$
|
514,926
|
|
|
$
|
343,842
|
|
|
$
|
1,741,123
|
|
Company’s net investment in unconsolidated entities (2)
|
$
|
140,221
|
|
|
$
|
189,509
|
|
|
$
|
97,353
|
|
|
$
|
19,995
|
|
|
$
|
447,078
|
|
|
October 31, 2013
|
||||||||||||||||||
|
Land Develop-
ment Joint
Ventures
|
|
Home
Building
Joint
Ventures
|
|
Rental Property Joint Ventures
|
|
Structured
Asset
Joint
Venture
|
|
Total
|
||||||||||
Cash and cash equivalents
|
$
|
30,826
|
|
|
$
|
31,164
|
|
|
$
|
35,014
|
|
|
$
|
40,097
|
|
|
$
|
137,101
|
|
Inventory
|
350,150
|
|
|
338,814
|
|
|
4,998
|
|
|
|
|
693,962
|
|
||||||
Non-performing loan portfolio
|
|
|
|
|
|
|
107,411
|
|
|
107,411
|
|
||||||||
Rental properties
|
|
|
|
|
164,325
|
|
|
|
|
164,325
|
|
||||||||
Rental properties under development
|
|
|
|
|
133,081
|
|
|
|
|
|
133,081
|
|
|||||||
Real estate owned (“REO”)
|
|
|
|
|
|
|
|
202,259
|
|
|
202,259
|
|
|||||||
Other assets (1)
|
12,700
|
|
|
70,180
|
|
|
18,526
|
|
|
155,921
|
|
|
257,327
|
|
|||||
Total assets
|
$
|
393,676
|
|
|
$
|
440,158
|
|
|
$
|
355,944
|
|
|
$
|
505,688
|
|
|
$
|
1,695,466
|
|
Debt (1)
|
$
|
135,200
|
|
|
$
|
11,977
|
|
|
$
|
235,226
|
|
|
$
|
155,900
|
|
|
$
|
538,303
|
|
Other liabilities
|
21,015
|
|
|
19,636
|
|
|
9,461
|
|
|
379
|
|
|
50,491
|
|
|||||
Members’ equity
|
237,461
|
|
|
408,545
|
|
|
111,257
|
|
|
139,764
|
|
|
897,027
|
|
|||||
Noncontrolling interest
|
|
|
|
|
|
|
209,645
|
|
|
209,645
|
|
||||||||
Total liabilities and equity
|
$
|
393,676
|
|
|
$
|
440,158
|
|
|
$
|
355,944
|
|
|
$
|
505,688
|
|
|
$
|
1,695,466
|
|
Company’s net investment in unconsolidated entities (2)
|
$
|
142,448
|
|
|
$
|
166,271
|
|
|
$
|
68,711
|
|
|
$
|
25,703
|
|
|
$
|
403,133
|
|
(1)
|
Included in other assets at
October 31, 2014
and
2013
, of the Structured Asset Joint Venture are
$78.0 million
and
$155.9 million
, respectively, of restricted cash held in a defeasance account that will be used to repay debt of the Structured Asset Joint Venture.
|
(2)
|
Differences between our net investment in unconsolidated entities and our underlying equity in the net assets of the entities are primarily a result of the acquisition price of an investment in a land development joint venture in fiscal 2012 that was in excess of our pro rata share of the underlying equity, impairments related to our investment in unconsolidated entities, a loan made to one of the entities by us, interest capitalized on our investment, the estimated fair value of the guarantees provided to the joint ventures, and distributions from entities in excess of the carrying amount of our net investment.
|
|
For the year ended October 31, 2014
|
||||||||||||||||||
|
Land Develop-
ment Joint
Ventures
|
|
Home
Building
Joint
Ventures
|
|
Rental Property Joint Ventures
|
|
Structured
Asset
Joint
Venture
|
|
Total
|
||||||||||
Revenues
|
$
|
136,949
|
|
|
$
|
54,923
|
|
|
$
|
32,875
|
|
|
$
|
8,023
|
|
|
$
|
232,770
|
|
Cost of revenues
|
73,628
|
|
|
53,221
|
|
|
14,250
|
|
|
14,152
|
|
|
155,251
|
|
|||||
Other expenses
|
730
|
|
|
5,165
|
|
|
35,003
|
|
|
1,585
|
|
|
42,483
|
|
|||||
Total expenses
|
74,358
|
|
|
58,386
|
|
|
49,253
|
|
|
15,737
|
|
|
197,734
|
|
|||||
Gain on disposition of loans and REO
|
|
|
|
|
|
|
|
30,420
|
|
|
30,420
|
|
|||||||
Income (loss) from operations
|
62,591
|
|
|
(3,463
|
)
|
|
(16,378
|
)
|
|
22,706
|
|
|
65,456
|
|
|||||
Other income
|
66
|
|
|
105
|
|
|
45,933
|
|
|
3,121
|
|
|
49,225
|
|
|||||
Net income (loss)
|
62,657
|
|
|
(3,358
|
)
|
|
29,555
|
|
|
25,827
|
|
|
114,681
|
|
|||||
Less: income attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
(15,496
|
)
|
|
(15,496
|
)
|
|||||
Net income (loss) attributable to controlling interest
|
62,657
|
|
|
(3,358
|
)
|
|
29,555
|
|
|
10,331
|
|
|
99,185
|
|
|||||
Other comprehensive income
|
|
|
|
|
728
|
|
|
|
|
728
|
|
||||||||
Total comprehensive income (loss)
|
$
|
62,657
|
|
|
$
|
(3,358
|
)
|
|
$
|
30,283
|
|
|
$
|
10,331
|
|
|
$
|
99,913
|
|
Company’s equity in earnings (losses) of unconsolidated entities (3)
|
$
|
1,190
|
|
|
$
|
(2,034
|
)
|
|
$
|
40,081
|
|
|
$
|
1,904
|
|
|
$
|
41,141
|
|
|
For the year ended October 31, 2013
|
||||||||||||||||||
|
Land Develop-
ment Joint
Ventures
|
|
Home
Building
Joint
Ventures
|
|
Rental Property Joint Ventures
|
|
Structured
Asset
Joint
Venture
|
|
Total
|
||||||||||
Revenues
|
$
|
43,937
|
|
|
$
|
40,386
|
|
|
$
|
38,727
|
|
|
$
|
37,492
|
|
|
$
|
160,542
|
|
Cost of revenues
|
20,142
|
|
|
36,208
|
|
|
16,704
|
|
|
30,496
|
|
|
103,550
|
|
|||||
Other expenses
|
1,146
|
|
|
2,554
|
|
|
20,875
|
|
|
3,399
|
|
|
27,974
|
|
|||||
Total expenses
|
21,288
|
|
|
38,762
|
|
|
37,579
|
|
|
33,895
|
|
|
131,524
|
|
|||||
Gain on disposition of loans and REO
|
|
|
|
|
|
|
|
68,323
|
|
|
68,323
|
|
|||||||
Income from operations
|
22,649
|
|
|
1,624
|
|
|
1,148
|
|
|
71,920
|
|
|
97,341
|
|
|||||
Other income
|
11
|
|
|
571
|
|
|
86
|
|
|
329
|
|
|
997
|
|
|||||
Net income
|
22,660
|
|
|
2,195
|
|
|
1,234
|
|
|
72,249
|
|
|
98,338
|
|
|||||
Less: income attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
(43,349
|
)
|
|
(43,349
|
)
|
|||||
Net income attributable to controlling interest
|
22,660
|
|
|
2,195
|
|
|
1,234
|
|
|
28,900
|
|
|
54,989
|
|
|||||
Other comprehensive income
|
|
|
|
|
|
|
922
|
|
|
|
|
|
922
|
|
|||||
Total comprehensive income
|
$
|
22,660
|
|
|
$
|
2,195
|
|
|
$
|
2,156
|
|
|
$
|
28,900
|
|
|
$
|
55,911
|
|
Company’s equity in earnings of unconsolidated entities (3)
|
$
|
3,288
|
|
|
$
|
1,471
|
|
|
$
|
3,965
|
|
|
$
|
5,668
|
|
|
$
|
14,392
|
|
|
For the year ended October 31, 2012
|
||||||||||||||||||
|
Land Develop-
ment Joint
Ventures
|
|
Home
Building
Joint
Ventures
|
|
Rental Property Joint Ventures
|
|
Structured
Asset
Joint
Venture
|
|
Total
|
||||||||||
Revenues
|
$
|
39,278
|
|
|
$
|
89,947
|
|
|
$
|
37,035
|
|
|
$
|
31,686
|
|
|
$
|
197,946
|
|
Cost of revenues
|
36,315
|
|
|
65,068
|
|
|
13,985
|
|
|
32,828
|
|
|
148,196
|
|
|||||
Other expenses
|
1,414
|
|
|
3,477
|
|
|
21,226
|
|
|
8,646
|
|
|
34,763
|
|
|||||
Total expenses
|
37,729
|
|
|
68,545
|
|
|
35,211
|
|
|
41,474
|
|
|
182,959
|
|
|||||
Gain on disposition of loans and REO
|
|
|
|
|
|
|
|
42,244
|
|
|
42,244
|
|
|||||||
Income from operations
|
1,549
|
|
|
21,402
|
|
|
1,824
|
|
|
32,456
|
|
|
57,231
|
|
|||||
Other income
|
2,658
|
|
|
153
|
|
|
4
|
|
|
691
|
|
|
3,506
|
|
|||||
Net income
|
4,207
|
|
|
21,555
|
|
|
1,828
|
|
|
33,147
|
|
|
60,737
|
|
|||||
Less: income attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
(19,888
|
)
|
|
(19,888
|
)
|
|||||
Net income attributable to controlling interest
|
4,207
|
|
|
21,555
|
|
|
1,828
|
|
|
13,259
|
|
|
40,849
|
|
|||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Total comprehensive income
|
$
|
4,207
|
|
|
$
|
21,555
|
|
|
$
|
1,828
|
|
|
$
|
13,259
|
|
|
$
|
40,849
|
|
Company’s equity in earnings of unconsolidated entities (3)
|
$
|
3,995
|
|
|
$
|
15,303
|
|
|
$
|
1,602
|
|
|
$
|
2,692
|
|
|
$
|
23,592
|
|
(3)
|
Differences between our equity in earnings (losses) of unconsolidated entities and the underlying net income (loss) of the entities is primarily a result of prior impairments related to our investment in unconsolidated entities, a basis difference of an acquired joint venture interest, distributions from entities in excess of the carrying amount of our net investment, and our share of the entities’ profits related to home sites purchased by us which reduces the our cost basis of the home sites acquired.
|
|
2014
|
|
2013
|
||||
Unpaid principal balance
|
$
|
13,187
|
|
|
$
|
63,381
|
|
Discount on acquired loans
|
(9,186
|
)
|
|
(27,007
|
)
|
||
Carrying value
|
$
|
4,001
|
|
|
$
|
36,374
|
|
|
2012
|
||
Contractually required payments, including interest
|
$
|
58,234
|
|
Nonaccretable difference
|
(8,235
|
)
|
|
Cash flows expected to be collected
|
49,999
|
|
|
Accretable yield
|
(20,514
|
)
|
|
Distressed loans carrying amount
|
$
|
29,485
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance, beginning of period
|
$
|
6,606
|
|
|
$
|
17,196
|
|
|
$
|
42,326
|
|
Loans acquired
|
—
|
|
|
—
|
|
|
20,514
|
|
|||
Additions
|
554
|
|
|
1,654
|
|
|
5,539
|
|
|||
Deletions
|
(6,204
|
)
|
|
(7,728
|
)
|
|
(40,227
|
)
|
|||
Accretion
|
(956
|
)
|
|
(4,516
|
)
|
|
(10,956
|
)
|
|||
Balance, end of period
|
$
|
—
|
|
|
$
|
6,606
|
|
|
$
|
17,196
|
|
|
2014
|
|
2013
|
||||
Performing loans
|
$
|
—
|
|
|
$
|
827
|
|
Non-performing loans
|
$
|
4,001
|
|
|
$
|
21,449
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance, beginning of period
|
$
|
72,972
|
|
|
$
|
58,353
|
|
|
$
|
5,939
|
|
Additions
|
22,220
|
|
|
23,470
|
|
|
54,174
|
|
|||
Sales
|
(23,696
|
)
|
|
(7,842
|
)
|
|
(1,353
|
)
|
|||
Impairments
|
(1,358
|
)
|
|
(505
|
)
|
|
(126
|
)
|
|||
Depreciation
|
(339
|
)
|
|
(504
|
)
|
|
(281
|
)
|
|||
Balance, end of period
|
$
|
69,799
|
|
|
$
|
72,972
|
|
|
$
|
58,353
|
|
|
|
2014
|
|
2013
|
||||
Senior unsecured term loan
|
|
$
|
500,000
|
|
|
|
||
Loans payable - other
|
|
154,261
|
|
|
$
|
107,222
|
|
|
|
|
$
|
654,261
|
|
|
$
|
107,222
|
|
|
2014
|
|
2013
|
||||
Aggregate loans payable at October 31
|
$
|
154,261
|
|
|
$
|
107,222
|
|
Weighted-average interest rate
|
4.34
|
%
|
|
4.53
|
%
|
||
Interest rate range
|
0.15% - 7.87%
|
|
|
0.14% - 7.87%
|
|
||
Loans secured by assets
|
|
|
|
||||
Carrying value of loans secured by assets
|
$
|
154,111
|
|
|
$
|
106,358
|
|
Carrying value of assets securing loans
|
$
|
428,122
|
|
|
$
|
372,833
|
|
|
2014
|
|
2013
|
||||
4.95% Senior Notes due March 15, 2014
|
$
|
—
|
|
|
$
|
267,960
|
|
5.15% Senior Notes due May 15, 2015
|
300,000
|
|
|
300,000
|
|
||
8.91% Senior Notes due October 15, 2017
|
400,000
|
|
|
400,000
|
|
||
4.00% Senior Notes due December 31, 2018
|
350,000
|
|
|
—
|
|
||
6.75% Senior Notes due November 1, 2019
|
250,000
|
|
|
250,000
|
|
||
5.875% Senior Notes due February 15, 2022
|
419,876
|
|
|
419,876
|
|
||
4.375% Senior Notes due April 15, 2023
|
400,000
|
|
|
400,000
|
|
||
5.625% Senior Notes due January 15, 2024
|
250,000
|
|
|
—
|
|
||
0.5% Exchangeable Senior Notes due September 15, 2032
|
287,500
|
|
|
287,500
|
|
||
Bond discount
|
(2,332
|
)
|
|
(3,894
|
)
|
||
|
$
|
2,655,044
|
|
|
$
|
2,321,442
|
|
|
Amount
|
||
2015
|
$
|
455,382
|
|
2016
|
$
|
25,528
|
|
2017
|
$
|
407,932
|
|
2018
|
$
|
4,890
|
|
2019
|
$
|
858,808
|
|
|
2014
|
|
2013
|
||||
Land, land development and construction
|
$
|
124,816
|
|
|
$
|
152,674
|
|
Compensation and employee benefits
|
118,607
|
|
|
111,561
|
|
||
Self-insurance
|
100,407
|
|
|
89,104
|
|
||
Warranty
|
86,282
|
|
|
43,819
|
|
||
Interest
|
33,993
|
|
|
25,675
|
|
||
Commitments to unconsolidated entities
|
3,293
|
|
|
3,804
|
|
||
Other
|
114,079
|
|
|
96,350
|
|
||
|
$
|
581,477
|
|
|
$
|
522,987
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance, beginning of year
|
$
|
43,819
|
|
|
$
|
41,706
|
|
|
$
|
42,474
|
|
Additions - homes closed during the year
|
18,588
|
|
|
14,652
|
|
|
10,560
|
|
|||
Addition - liabilities acquired
|
11,044
|
|
|
|
|
|
731
|
|
|||
Increase (decrease) in accruals for homes closed in prior years
|
2,913
|
|
|
(184
|
)
|
|
479
|
|
|||
Reclassification from self-insurance accruals*
|
7,554
|
|
|
|
|
|
|
|
|||
Charge related to stucco-related claims*
|
24,950
|
|
|
|
|
|
|
|
|||
Charges incurred
|
(22,586
|
)
|
|
(12,355
|
)
|
|
(12,538
|
)
|
|||
Balance, end of year
|
$
|
86,282
|
|
|
$
|
43,819
|
|
|
$
|
41,706
|
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
$
|
|
%*
|
|
$
|
|
%*
|
|
$
|
|
%*
|
||||||
Federal tax provision at statutory rate
|
176,604
|
|
|
35.0
|
|
|
93,694
|
|
|
35.0
|
|
|
39,530
|
|
|
35.0
|
|
State tax provision, net of federal benefit
|
23,778
|
|
|
4.7
|
|
|
11,363
|
|
|
4.2
|
|
|
4,711
|
|
|
4.2
|
|
Domestic production activities deduction
|
(14,796
|
)
|
|
(2.9
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
||
Other permanent differences
|
(6,214
|
)
|
|
(1.2
|
)
|
|
(4,914
|
)
|
|
(1.8
|
)
|
|
|
|
—
|
|
|
Reversal of accrual for uncertain tax positions
|
(11,022
|
)
|
|
(2.2
|
)
|
|
(5,580
|
)
|
|
(2.1
|
)
|
|
(34,167
|
)
|
|
(30.3
|
)
|
Accrued interest on anticipated tax assessments
|
1,847
|
|
|
0.4
|
|
|
3,704
|
|
|
1.4
|
|
|
5,000
|
|
|
4.4
|
|
Increase in unrecognized tax benefits
|
5,694
|
|
|
1.1
|
|
|
|
|
—
|
|
|
5,489
|
|
|
4.9
|
|
|
Valuation allowance — recognized
|
1,328
|
|
|
0.3
|
|
|
3,232
|
|
|
1.2
|
|
|
|
|
—
|
|
|
Valuation allowance — reversed
|
(13,256
|
)
|
|
(2.6
|
)
|
|
(4,569
|
)
|
|
(1.7
|
)
|
|
(394,718
|
)
|
|
(349.5
|
)
|
Other
|
587
|
|
|
0.1
|
|
|
161
|
|
|
0.1
|
|
|
(49
|
)
|
|
—
|
|
Income tax provision (benefit)*
|
164,550
|
|
|
32.6
|
|
|
97,091
|
|
|
36.3
|
|
|
(374,204
|
)
|
|
(331.3
|
)
|
*
|
Due to rounding, amounts may not add.
|
|
2014
|
|
2013
|
|
2012
|
||||||
Federal
|
$
|
163,089
|
|
|
$
|
93,451
|
|
|
$
|
(329,277
|
)
|
State
|
1,461
|
|
|
3,640
|
|
|
(44,927
|
)
|
|||
|
$
|
164,550
|
|
|
$
|
97,091
|
|
|
$
|
(374,204
|
)
|
|
|
|
|
|
|
||||||
Current
|
$
|
129,047
|
|
|
$
|
23,209
|
|
|
$
|
(21,296
|
)
|
Deferred
|
35,503
|
|
|
73,882
|
|
|
(352,908
|
)
|
|||
|
$
|
164,550
|
|
|
$
|
97,091
|
|
|
$
|
(374,204
|
)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance, beginning of year
|
$
|
78,105
|
|
|
$
|
80,991
|
|
|
$
|
104,669
|
|
Increase in benefit as a result of tax positions taken in prior years
|
10,314
|
|
|
5,699
|
|
|
5,000
|
|
|||
Increase in benefit as a result of tax positions taken in current year
|
442
|
|
|
|
|
|
5,489
|
|
|||
Decrease in benefit as a result of completion of audits
|
(1,222
|
)
|
|
|
|
(1,782
|
)
|
||||
Decrease in benefit as a result of lapse of statute of limitations
|
(29,321
|
)
|
|
(8,585
|
)
|
|
(32,385
|
)
|
|||
Balance, end of year
|
$
|
58,318
|
|
|
$
|
78,105
|
|
|
$
|
80,991
|
|
Accrued at:
|
|
||
October 31, 2014
|
$
|
33,867
|
|
October 31, 2013
|
$
|
28,362
|
|
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued expenses
|
$
|
61,023
|
|
|
$
|
53,992
|
|
Impairment charges
|
231,098
|
|
|
262,346
|
|
||
Inventory valuation differences
|
26,789
|
|
|
28,448
|
|
||
Stock-based compensation expense
|
50,255
|
|
|
48,014
|
|
||
Amounts related to unrecognized tax benefits
|
19,297
|
|
|
35,603
|
|
||
State tax, net operating loss carryforward
|
47,330
|
|
|
55,763
|
|
||
Other
|
12,030
|
|
|
20,369
|
|
||
Total assets
|
447,822
|
|
|
504,535
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Capitalized interest
|
102,951
|
|
|
100,514
|
|
||
Deferred income
|
2,511
|
|
|
7,388
|
|
||
Expenses taken for tax purposes not for book
|
21,076
|
|
|
29,257
|
|
||
Depreciation
|
4,012
|
|
|
4,548
|
|
||
Deferred marketing
|
23,073
|
|
|
21,089
|
|
||
Total liabilities
|
153,623
|
|
|
162,796
|
|
||
Net deferred tax assets before valuation allowances
|
294,199
|
|
|
341,739
|
|
||
Cumulative valuation allowance - state
|
(43,778
|
)
|
|
(55,707
|
)
|
||
Net deferred tax assets
|
$
|
250,421
|
|
|
$
|
286,032
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Number of shares purchased (in thousands)
|
2,947
|
|
|
498
|
|
|
20
|
|
|||
Average price per share
|
$
|
30.80
|
|
|
$
|
30.90
|
|
|
$
|
25.62
|
|
Remaining authorization at October 31 (in thousands)
|
5,321
|
|
|
8,268
|
|
|
8,766
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Total stock-based compensation expense recognized
|
$
|
21,656
|
|
|
$
|
19,041
|
|
|
$
|
15,575
|
|
Income tax benefit recognized
|
$
|
8,322
|
|
|
$
|
7,378
|
|
|
$
|
5,711
|
|
|
2014
|
|
2013
|
|
2012
|
Expected volatility
|
36.44% - 44.71%
|
|
44.04% - 48.13%
|
|
44.20% - 50.24%
|
Weighted-average volatility
|
42.71%
|
|
46.70%
|
|
46.99%
|
Risk-free interest rate
|
1.45% - 2.71%
|
|
0.64% - 1.56%
|
|
0.78% - 1.77%
|
Expected life (years)
|
4.55 - 9.02
|
|
4.48 - 8.88
|
|
4.59 - 9.06
|
Dividends
|
none
|
|
none
|
|
none
|
Weighted-average fair value per share of options granted
|
$14.26
|
|
$13.05
|
|
$8.70
|
|
2014
|
|
2013
|
|
2012
|
||||||
Stock compensation expense recognized - options
|
$
|
9,005
|
|
|
$
|
7,703
|
|
|
$
|
7,411
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
Number
of
options
|
|
Weighted-
average
exercise
price
|
|
Number
of
options
|
|
Weighted-
average
exercise
price
|
|
Number
of
options
|
|
Weighted-
average
exercise
price
|
|||||||||
Balance, beginning
|
9,924
|
|
|
$
|
24.51
|
|
|
10,669
|
|
|
$
|
23.23
|
|
|
12,868
|
|
|
$
|
20.94
|
|
Granted
|
819
|
|
|
35.16
|
|
|
768
|
|
|
32.22
|
|
|
777
|
|
|
20.50
|
|
|||
Exercised
|
(1,313
|
)
|
|
20.88
|
|
|
(1,454
|
)
|
|
19.21
|
|
|
(2,941
|
)
|
|
12.52
|
|
|||
Canceled
|
(72
|
)
|
|
25.23
|
|
|
(59
|
)
|
|
25.09
|
|
|
(35
|
)
|
|
20.67
|
|
|||
Balance, ending
|
9,358
|
|
|
$
|
25.94
|
|
|
9,924
|
|
|
$
|
24.51
|
|
|
10,669
|
|
|
$
|
23.23
|
|
Options exercisable, at October 31,
|
7,482
|
|
|
$
|
24.91
|
|
|
7,996
|
|
|
$
|
24.49
|
|
|
8,540
|
|
|
$
|
24.09
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Intrinsic value of options outstanding
|
$
|
62,073
|
|
|
$
|
84,938
|
|
|
$
|
106,084
|
|
Intrinsic value of options exercisable
|
$
|
55,776
|
|
|
$
|
68,920
|
|
|
$
|
77,936
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Intrinsic value of options exercised
|
$
|
18,361
|
|
|
$
|
19,632
|
|
|
$
|
39,730
|
|
Fair value of options vested
|
$
|
8,447
|
|
|
$
|
8,334
|
|
|
$
|
10,079
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Options exercised
|
96,162
|
|
|
531,000
|
|
|
303,412
|
|
|||
Shares withheld
|
58,819
|
|
|
405,838
|
|
|
151,889
|
|
|||
Shares issued
|
37,343
|
|
|
125,162
|
|
|
151,523
|
|
|||
Average market value per share withheld
|
$
|
33.78
|
|
|
$
|
32.22
|
|
|
$
|
22.68
|
|
Aggregate market value of shares withheld (in thousands)
|
$
|
1,987
|
|
|
$
|
13,076
|
|
|
$
|
3,445
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Options exercised
|
7,006
|
|
|
6,534
|
|
|
19,686
|
|
|||
Shares tendered
|
4,273
|
|
|
4,034
|
|
|
8,224
|
|
|||
Shares issued
|
2,733
|
|
|
2,500
|
|
|
11,462
|
|
|||
Average market value per share tendered
|
$
|
33.01
|
|
|
$
|
32.61
|
|
|
$
|
25.52
|
|
Aggregate market value of shares tendered (in thousands)
|
$
|
141
|
|
|
$
|
132
|
|
|
$
|
210
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Number of shares underlying Performance-Based RSUs to be issued
|
288,817
|
|
|
302,511
|
|
|
370,176
|
|
|||
Closing price of our common stock on Valuation Date
|
$
|
35.16
|
|
|
$
|
37.78
|
|
|
$
|
20.50
|
|
Aggregate fair value of Performance-Based RSUs issued (in thousands)
|
$
|
10,155
|
|
|
$
|
11,429
|
|
|
$
|
7,589
|
|
Aggregate number of Performance-Based RSUs outstanding at October 31
|
961,506
|
|
|
672,687
|
|
|
370,176
|
|
|||
Performance-Based RSU expense recognized (in thousands)
|
$
|
9,310
|
|
|
$
|
6,946
|
|
|
$
|
3,952
|
|
Unamortized value of Performance-Based RSUs at October 31 (in thousands)
|
$
|
8,965
|
|
|
$
|
8,120
|
|
|
$
|
3,636
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Nonperformance-Based RSUs issued:
|
|
|
|
|
|
||||||
Number of RSUs issued
|
99,336
|
|
|
94,080
|
|
|
107,820
|
|
|||
Closing price of our common stock on date of issuance
|
$
|
35.16
|
|
|
$
|
32.22
|
|
|
$
|
20.50
|
|
Aggregate fair value of RSUs issued (in thousands)
|
$
|
3,493
|
|
|
$
|
3,031
|
|
|
$
|
2,210
|
|
Nonperformance-Based RSU expense recognized (in thousands):
|
$
|
3,012
|
|
|
$
|
2,490
|
|
|
$
|
156
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
At October 31:
|
|
|
|
|
|
||||||
Aggregate Nonperformance-Based RSUs outstanding
|
304,286
|
|
|
225,252
|
|
|
137,764
|
|
|||
Cumulative unamortized value of Nonperformance-Based RSUs (in thousands)
|
$
|
2,043
|
|
|
$
|
1,706
|
|
|
$
|
1,326
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Shares issued
|
24,275
|
|
|
20,362
|
|
|
18,456
|
|
|||
Average price per share
|
$
|
30.59
|
|
|
$
|
28.71
|
|
|
$
|
22.58
|
|
Compensation expense recognized (in thousands)
|
$
|
98
|
|
|
$
|
77
|
|
|
$
|
63
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income as reported
|
$
|
340,032
|
|
|
$
|
170,606
|
|
|
$
|
487,146
|
|
Plus: Interest and costs attributable to 0.5% Exchangeable Senior Notes, net of income tax benefit
|
1,557
|
|
|
1,604
|
|
|
78
|
|
|||
Numerator for diluted earnings per share
|
$
|
341,589
|
|
|
$
|
172,210
|
|
|
$
|
487,224
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Basic weighted-average shares
|
177,578
|
|
|
169,288
|
|
|
167,346
|
|
|||
Common stock equivalents (a)
|
2,439
|
|
|
2,817
|
|
|
1,996
|
|
|||
Shares attributable to 0.5% Exchangeable Senior Notes
|
5,858
|
|
|
5,858
|
|
|
812
|
|
|||
Diluted weighted-average shares
|
185,875
|
|
|
177,963
|
|
|
170,154
|
|
|||
Other information:
|
|
|
|
|
|
||||||
Weighted-average number of antidilutive options and restricted stock units (b)
|
1,970
|
|
|
1,509
|
|
|
3,646
|
|
|||
Shares issued under stock incentive and employee stock purchase plans
|
1,453
|
|
|
1,213
|
|
|
2,927
|
|
(a)
|
Common stock equivalents represent the dilutive effect of outstanding in-the-money stock options using the treasury stock method, Stock Price-Based RSUs whose Target Price criteria have been met but are unpaid, and shares expected to be issued under Performance-Based Restricted Stock Units and Nonperformance-Based Restricted Stock Units.
|
(b)
|
Based upon the average of the average quarterly closing prices of our common stock on the NYSE for the year.
|
|
|
|
|
Fair value
|
||||||
Financial Instrument
|
|
Fair value hierarchy
|
|
October 31, 2014
|
|
October 31, 2013
|
||||
Corporate Securities
|
|
Level 2
|
|
$
|
12,026
|
|
|
$
|
52,508
|
|
Residential Mortgage Loans Held for Sale
|
|
Level 2
|
|
$
|
101,944
|
|
|
$
|
113,517
|
|
Forward Loan Commitments – Residential Mortgage Loans Held for Sale
|
|
Level 2
|
|
$
|
(341
|
)
|
|
$
|
(496
|
)
|
Interest Rate Lock Commitments (“IRLCs”)
|
|
Level 2
|
|
$
|
(108
|
)
|
|
$
|
(181
|
)
|
Forward Loan Commitments – IRLCs
|
|
Level 2
|
|
$
|
108
|
|
|
$
|
181
|
|
|
Aggregate unpaid
principal balance
|
|
Fair value
|
|
Excess
|
||||||
At October 31, 2014
|
$
|
100,463
|
|
|
$
|
101,944
|
|
|
$
|
1,481
|
|
At October 31, 2013
|
$
|
111,896
|
|
|
$
|
113,517
|
|
|
$
|
1,621
|
|
|
October 31, 2014
|
|
October 31, 2013
|
||||
Amortized cost
|
$
|
12,028
|
|
|
$
|
52,502
|
|
Gross unrealized holding gains
|
1
|
|
|
71
|
|
||
Gross unrealized holding losses
|
(3
|
)
|
|
(65
|
)
|
||
Fair value
|
$
|
12,026
|
|
|
$
|
52,508
|
|
|
Selling price per unit
(in thousands)
|
|
Sales pace per year
(in units)
|
|
Discount rate
|
Three months ended October 31, 2014
|
$337 - $902
|
|
7 - 23
|
|
12.5% - 16.5%
|
Three months ended July 31, 2014
|
$698 - $1,233
|
|
10 - 22
|
|
15.9%
|
Three months ended April 30, 2014
|
$634 - $760
|
|
4 - 7
|
|
12.0% - 15.3%
|
Three months ended January 31, 2014
|
$388 - $405
|
|
21 - 23
|
|
16.6%
|
Three months ended October 31, 2013
|
$315 - $362
|
|
2 - 7
|
|
15.0%
|
Three months ended July 31, 2013
|
$475 - $500
|
|
2
|
|
15.0%
|
Three months ended April 30, 2013
|
—
|
|
—
|
|
—%
|
Three months ended January 31, 2013
|
$303 - $307
|
|
15
|
|
15.3%
|
|
|
|
|
Impaired operating communities
|
||||||||||
Three months ended:
|
|
Number of
communities tested |
|
Number of communities
|
|
Fair value of
communities, net of impairment charges |
|
Impairment charges recognized
|
||||||
Fiscal 2014:
|
|
|
|
|
|
|
|
|
||||||
January 31
|
|
67
|
|
|
1
|
|
|
$
|
7,131
|
|
|
$
|
1,300
|
|
April 30
|
|
65
|
|
|
2
|
|
|
$
|
6,211
|
|
|
1,600
|
|
|
July 31
|
|
63
|
|
|
1
|
|
|
$
|
14,122
|
|
|
4,800
|
|
|
October 31
|
|
55
|
|
|
7
|
|
|
$
|
38,473
|
|
|
9,855
|
|
|
|
|
|
|
|
|
|
|
$
|
17,555
|
|
||||
Fiscal 2013:
|
|
|
|
|
|
|
|
|
||||||
January 31
|
|
60
|
|
|
2
|
|
|
$
|
5,377
|
|
|
$
|
700
|
|
April 30
|
|
79
|
|
|
1
|
|
|
$
|
749
|
|
|
340
|
|
|
July 31
|
|
76
|
|
|
1
|
|
|
$
|
191
|
|
|
100
|
|
|
October 31
|
|
63
|
|
|
2
|
|
|
$
|
6,798
|
|
|
2,200
|
|
|
|
|
|
|
|
|
|
|
$
|
3,340
|
|
||||
Fiscal 2012:
|
|
|
|
|
|
|
|
|
||||||
January 31
|
|
113
|
|
|
8
|
|
|
$
|
49,758
|
|
|
$
|
6,425
|
|
April 30
|
|
115
|
|
|
2
|
|
|
$
|
22,962
|
|
|
2,560
|
|
|
July 31
|
|
115
|
|
|
4
|
|
|
$
|
6,609
|
|
|
2,685
|
|
|
October 31
|
|
108
|
|
|
3
|
|
|
$
|
9,319
|
|
|
1,400
|
|
|
|
|
|
|
|
|
|
|
$
|
13,070
|
|
|
October 31, 2014
|
|
October 31, 2013
|
||||
Carrying amount
|
$
|
4,001
|
|
|
$
|
36,374
|
|
Estimated fair value
|
$
|
4,001
|
|
|
$
|
45,355
|
|
|
|
|
October 31, 2014
|
|
October 31, 2013
|
||||||||||||
|
Fair value hierarchy
|
|
Book value
|
|
Estimated
fair value
|
|
Book value
|
|
Estimated
fair value
|
||||||||
Loans payable (a)
|
Level 2
|
|
$
|
654,261
|
|
|
$
|
652,944
|
|
|
$
|
107,222
|
|
|
$
|
106,988
|
|
Senior notes (b)
|
Level 1
|
|
2,657,376
|
|
|
2,821,559
|
|
|
2,325,336
|
|
|
2,458,737
|
|
||||
Mortgage company loan facility (c)
|
Level 2
|
|
90,281
|
|
|
90,281
|
|
|
75,000
|
|
|
75,000
|
|
||||
|
|
|
$
|
3,401,918
|
|
|
$
|
3,564,784
|
|
|
$
|
2,507,558
|
|
|
$
|
2,640,725
|
|
(a)
|
The estimated fair value of loans payable was based upon contractual cash flows discounted at interest rates that we believed were available to it for loans with similar terms and remaining maturities as of the applicable valuation date.
|
(b)
|
The estimated fair value of our senior notes is based upon their indicated market prices.
|
(c)
|
We believe that the carrying value of our mortgage company loan borrowings approximates their fair value.
|
|
2014
|
|
2013
|
|
2012
|
||||||
Plan costs:
|
|
|
|
|
|
||||||
Service cost
|
$
|
470
|
|
|
$
|
471
|
|
|
$
|
389
|
|
Interest cost
|
1,277
|
|
|
1,044
|
|
|
1,212
|
|
|||
Amortization of prior service cost
|
662
|
|
|
843
|
|
|
737
|
|
|||
Amortization of unrecognized losses
|
8
|
|
|
144
|
|
|
66
|
|
|||
|
$
|
2,417
|
|
|
$
|
2,502
|
|
|
$
|
2,404
|
|
Projected benefit obligation:
|
|
|
|
|
|
||||||
Beginning of year
|
$
|
32,136
|
|
|
$
|
34,319
|
|
|
$
|
29,766
|
|
Plan amendments adopted during year
|
511
|
|
|
826
|
|
|
575
|
|
|||
Service cost
|
470
|
|
|
471
|
|
|
389
|
|
|||
Interest cost
|
1,277
|
|
|
1,044
|
|
|
1,212
|
|
|||
Benefit payments
|
(971
|
)
|
|
(888
|
)
|
|
(731
|
)
|
|||
Change in unrecognized loss
|
1,183
|
|
|
(3,636
|
)
|
|
3,108
|
|
|||
Projected benefit obligation, end of year
|
$
|
34,606
|
|
|
$
|
32,136
|
|
|
$
|
34,319
|
|
Unamortized prior service cost:
|
|
|
|
|
|
||||||
Beginning of year
|
$
|
3,154
|
|
|
$
|
3,171
|
|
|
$
|
3,333
|
|
Plan amendments adopted during year
|
511
|
|
|
826
|
|
|
575
|
|
|||
Amortization of prior service cost
|
(662
|
)
|
|
(843
|
)
|
|
(737
|
)
|
|||
Unamortized prior service cost, end of year
|
$
|
3,003
|
|
|
$
|
3,154
|
|
|
$
|
3,171
|
|
Accumulated unrecognized loss, October 31
|
$
|
1,703
|
|
|
$
|
527
|
|
|
$
|
4,307
|
|
Accumulated benefit obligation, October 31
|
$
|
34,606
|
|
|
$
|
32,136
|
|
|
$
|
34,319
|
|
Accrued benefit obligation, October 31
|
$
|
34,606
|
|
|
$
|
32,136
|
|
|
$
|
34,319
|
|
Year ending October 31,
|
Amount
|
||
2015
|
$
|
995
|
|
2016
|
$
|
1,778
|
|
2017
|
$
|
2,028
|
|
2018
|
$
|
2,124
|
|
2019
|
$
|
2,449
|
|
November 1, 2019 – October 31, 2024
|
$
|
13,655
|
|
|
2014
|
||||||||||||||
|
Employee retirement plans
|
|
Available-for-sale securities
|
|
Derivative instruments
|
|
Total
|
||||||||
Balance, beginning of period
|
$
|
(2,112
|
)
|
|
$
|
(5
|
)
|
|
$
|
(270
|
)
|
|
$
|
(2,387
|
)
|
Other comprehensive (loss) income before reclassifications
|
(1,694
|
)
|
|
13
|
|
|
364
|
|
|
(1,317
|
)
|
||||
Gross amounts reclassified from accumulated other comprehensive income (loss)
|
670
|
|
|
(6
|
)
|
|
|
|
|
664
|
|
||||
Income tax benefit (expense)
|
347
|
|
|
(4
|
)
|
|
(141
|
)
|
|
202
|
|
||||
Other comprehensive (loss) income, net of tax
|
(677
|
)
|
|
3
|
|
|
223
|
|
|
(451
|
)
|
||||
Balance, end of period
|
$
|
(2,789
|
)
|
|
$
|
(2
|
)
|
|
$
|
(47
|
)
|
|
$
|
(2,838
|
)
|
|
2013
|
||||||||||||||
|
Employee retirement plans
|
|
Available-for-sale securities
|
|
Derivative instruments
|
|
Total
|
||||||||
Balance, beginning of period
|
$
|
(4,446
|
)
|
|
$
|
181
|
|
|
$
|
(554
|
)
|
|
$
|
(4,819
|
)
|
Other comprehensive income (loss) before reclassifications
|
2,810
|
|
|
(231
|
)
|
|
435
|
|
|
3,014
|
|
||||
Gross amounts reclassified from accumulated other comprehensive income (loss)
|
987
|
|
|
(57
|
)
|
|
|
|
|
930
|
|
||||
Income tax (expense) benefit
|
(1,463
|
)
|
|
102
|
|
|
(151
|
)
|
|
(1,512
|
)
|
||||
Other comprehensive income (loss), net of tax
|
2,334
|
|
|
(186
|
)
|
|
284
|
|
|
2,432
|
|
||||
Balance, end of period
|
$
|
(2,112
|
)
|
|
$
|
(5
|
)
|
|
$
|
(270
|
)
|
|
$
|
(2,387
|
)
|
|
2014
|
|
2013
|
||||
Aggregate purchase commitments:
|
|
|
|
||||
Unrelated parties
|
$
|
1,043,654
|
|
|
$
|
1,301,987
|
|
Unconsolidated entities that the Company has investments in
|
184,260
|
|
|
61,738
|
|
||
Total
|
$
|
1,227,914
|
|
|
$
|
1,363,725
|
|
Deposits against aggregate purchase commitments
|
$
|
103,422
|
|
|
$
|
76,986
|
|
Additional cash required to acquire land
|
1,124,492
|
|
|
1,286,739
|
|
||
Total
|
$
|
1,227,914
|
|
|
$
|
1,363,725
|
|
Amount of additional cash required to acquire land included in accrued expenses
|
$
|
764
|
|
|
$
|
1,439
|
|
|
2014
|
|
2013
|
||||
Aggregate mortgage loan commitments:
|
|
|
|
||||
IRLCs
|
$
|
191,604
|
|
|
$
|
247,995
|
|
Non-IRLCs
|
709,401
|
|
|
645,288
|
|
||
Total
|
$
|
901,005
|
|
|
$
|
893,283
|
|
Investor commitments to purchase:
|
|
|
|
||||
IRLCs
|
$
|
191,604
|
|
|
$
|
247,995
|
|
Mortgage loans receivable
|
93,261
|
|
|
107,873
|
|
||
Total
|
$
|
284,865
|
|
|
$
|
355,868
|
|
Year ending October 31,
|
Amount
|
||
2014
|
$
|
12,385
|
|
2013
|
$
|
10,973
|
|
2012
|
$
|
11,183
|
|
Year ending October 31,
|
Amount
|
||
2015
|
$
|
10,216
|
|
2016
|
8,191
|
|
|
2017
|
6,596
|
|
|
2018
|
5,316
|
|
|
2019
|
4,013
|
|
|
Thereafter
|
830
|
|
|
|
$
|
35,162
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Interest income
|
$
|
2,493
|
|
|
$
|
4,457
|
|
|
$
|
4,677
|
|
Income from ancillary businesses
|
10,653
|
|
|
9,912
|
|
|
6,608
|
|
|||
Gibraltar
|
14,364
|
|
|
10,185
|
|
|
4,476
|
|
|||
Management fee income from unconsolidated entities
|
7,306
|
|
|
2,890
|
|
|
2,212
|
|
|||
Retained customer deposits
|
3,067
|
|
|
2,534
|
|
|
3,247
|
|
|||
Land sales, net
|
25,489
|
|
|
4,435
|
|
|
1,425
|
|
|||
Income recognized from settlement of litigation
|
|
|
13,229
|
|
|
|
|||||
Directly expensed interest
|
(656
|
)
|
|
|
|
|
|||||
Other
|
3,476
|
|
|
4,596
|
|
|
3,276
|
|
|||
Total other income - net
|
$
|
66,192
|
|
|
$
|
52,238
|
|
|
$
|
25,921
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue
|
$
|
100,284
|
|
|
$
|
89,182
|
|
|
$
|
67,137
|
|
Expense
|
$
|
89,631
|
|
|
$
|
79,270
|
|
|
$
|
60,529
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Revenue
|
$
|
242,931
|
|
|
$
|
29,252
|
|
|
$
|
26,342
|
|
Expense
|
$
|
217,442
|
|
|
$
|
24,817
|
|
|
$
|
24,917
|
|
|
Revenues
|
|
Income (loss) before income taxes
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Traditional Home Building:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North
|
$
|
662,734
|
|
|
$
|
485,052
|
|
|
$
|
350,639
|
|
|
$
|
56,983
|
|
|
$
|
32,648
|
|
|
$
|
13,913
|
|
Mid-Atlantic
|
817,306
|
|
|
652,855
|
|
|
535,710
|
|
|
78,971
|
|
|
79,801
|
|
|
62,970
|
|
||||||
South
|
836,498
|
|
|
641,331
|
|
|
361,810
|
|
|
113,584
|
|
|
67,934
|
|
|
18,928
|
|
||||||
West
|
1,313,727
|
|
|
724,370
|
|
|
437,922
|
|
|
236,363
|
|
|
111,301
|
|
|
39,383
|
|
||||||
Traditional Home Building
|
3,630,265
|
|
|
2,503,608
|
|
|
1,686,081
|
|
|
485,901
|
|
|
291,684
|
|
|
135,194
|
|
||||||
City Living
|
281,337
|
|
|
170,691
|
|
|
196,700
|
|
|
104,580
|
|
|
53,345
|
|
|
61,910
|
|
||||||
Corporate and other
|
|
|
|
|
|
|
(85,899
|
)
|
|
(77,332
|
)
|
|
(84,162
|
)
|
|||||||||
Total
|
$
|
3,911,602
|
|
|
$
|
2,674,299
|
|
|
$
|
1,882,781
|
|
|
$
|
504,582
|
|
|
$
|
267,697
|
|
|
$
|
112,942
|
|
|
2014
|
|
2013
|
||||
Traditional Home Building:
|
|
|
|
||||
North
|
$
|
1,053,787
|
|
|
$
|
963,597
|
|
Mid-Atlantic
|
1,267,563
|
|
|
1,231,438
|
|
||
South
|
1,165,600
|
|
|
953,955
|
|
||
West
|
2,676,164
|
|
|
1,290,388
|
|
||
Traditional Home Building
|
6,163,114
|
|
|
4,439,378
|
|
||
City Living
|
834,949
|
|
|
674,302
|
|
||
Corporate and other
|
1,418,839
|
|
|
1,713,779
|
|
||
Total
|
$
|
8,416,902
|
|
|
$
|
6,827,459
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flow information:
|
|
|
|
|
|
||||||
Interest paid, net of amount capitalized
|
$
|
10,131
|
|
|
$
|
18,187
|
|
|
$
|
1,223
|
|
Income tax payments
|
$
|
71,608
|
|
|
3,130
|
|
|
$
|
4,264
|
|
|
Income tax refunds
|
$
|
8
|
|
|
$
|
1,190
|
|
|
|
|
|
Noncash activity:
|
|
|
|
|
|
||||||
Cost of inventory acquired through seller financing or municipal bonds, net
|
$
|
96,497
|
|
|
$
|
45,726
|
|
|
$
|
26,059
|
|
Financed portion of land sale
|
$
|
6,586
|
|
|
$
|
7,200
|
|
|
|
|
|
Reduction in inventory for Company's share of earnings in land purchased from unconsolidated entities
|
$
|
4,177
|
|
|
$
|
3,035
|
|
|
|
|
|
Transfer of investment in REO to inventory
|
|
|
$
|
764
|
|
|
|
|
|||
Reclassification of deferred income from inventory to accrued liabilities
|
|
|
$
|
4,545
|
|
|
|
|
|||
Miscellaneous decreases to inventory
|
|
|
|
|
|
|
$
|
(478
|
)
|
||
Reclassification of inventory to property, construction, and office equipment
|
$
|
9,482
|
|
|
$
|
5,576
|
|
|
|
||
Increase (decrease) in unrecognized losses in defined benefit plans
|
$
|
1,183
|
|
|
$
|
(3,636
|
)
|
|
$
|
3,108
|
|
Defined benefit plan amendment
|
$
|
511
|
|
|
826
|
|
|
$
|
575
|
|
|
Income tax benefit related to exercise of employee stock options
|
$
|
7,281
|
|
|
24,417
|
|
|
$
|
3,885
|
|
|
Increase in accrued expenses related to Stock Price-Based RSUs
|
$
|
5,086
|
|
|
$
|
2,942
|
|
|
|
|
|
Income tax benefit (expense) recognized in total comprehensive income
|
$
|
202
|
|
|
$
|
(1,512
|
)
|
|
$
|
1,263
|
|
Reduction of investments in unconsolidated entities due to reduction in letters of credit or accrued liabilities
|
|
|
|
|
$
|
448
|
|
||||
Transfer of inventory to investment in distressed loans and foreclosed real estate
|
|
|
|
|
$
|
(802
|
)
|
||||
Transfer of inventory to investment in unconsolidated entities
|
$
|
4,152
|
|
|
$
|
54,761
|
|
|
$
|
5,793
|
|
Transfers of investment in unconsolidated entity to inventory
|
$
|
2,704
|
|
|
|
|
|
|
|||
Reclassification of deferred income from investment in unconsolidated entities to accrued liabilities
|
|
|
|
|
|
2,943
|
|
||||
Unrealized gain (loss) on derivatives held by equity investees
|
$
|
364
|
|
|
$
|
435
|
|
|
$
|
(875
|
)
|
Increase in investments in unconsolidated entities for change in the fair value of debt guarantees
|
$
|
1,356
|
|
|
$
|
1,582
|
|
|
|
|
|
Miscellaneous increases (decreases) to investments in unconsolidated entities
|
$
|
249
|
|
|
$
|
(1,811
|
)
|
|
$
|
(276
|
)
|
Business Acquisitions:
|
|
|
|
|
|
||||||
Fair value of assets purchased, excluding cash acquired
|
$
|
1,524,964
|
|
|
|
|
$
|
149,959
|
|
||
Liabilities assumed
|
$
|
35,848
|
|
|
|
|
$
|
5,213
|
|
||
Cash paid, net of cash acquired
|
$
|
1,489,116
|
|
|
|
|
|
$
|
144,746
|
|
|
|
Original amount issued and amount outstanding at October 31, 2014
|
||
5.15% Senior Notes due 2015
|
|
$
|
300,000
|
|
8.91% Senior Notes due 2017
|
|
$
|
400,000
|
|
4.0% Senior Notes due 2018
|
|
$
|
350,000
|
|
6.75% Senior Notes due 2019
|
|
$
|
250,000
|
|
5.875% Senior Notes due 2022
|
|
$
|
419,876
|
|
4.375% Senior Notes due 2023
|
|
$
|
400,000
|
|
5.625% Senior Notes due 2024
|
|
$
|
250,000
|
|
0.50% Exchangeable Senior Notes due 2032
|
|
$
|
287,500
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
455,714
|
|
|
130,601
|
|
|
—
|
|
|
586,315
|
|
Marketable securities
|
|
|
|
|
1,997
|
|
|
10,029
|
|
|
|
|
12,026
|
|
|||
Restricted cash
|
15,211
|
|
|
|
|
2,070
|
|
|
1,061
|
|
|
|
|
18,342
|
|
||
Inventory
|
|
|
|
|
6,260,303
|
|
|
230,018
|
|
|
|
|
6,490,321
|
|
|||
Property, construction, and office equipment, net
|
|
|
|
|
126,586
|
|
|
16,424
|
|
|
|
|
143,010
|
|
|||
Receivables, prepaid expenses, and other assets
|
|
|
16,802
|
|
|
114,863
|
|
|
137,496
|
|
|
(17,589
|
)
|
|
251,572
|
|
|
Mortgage loans held for sale
|
|
|
|
|
|
|
101,944
|
|
|
|
|
101,944
|
|
||||
Customer deposits held in escrow
|
|
|
|
|
39,912
|
|
|
2,161
|
|
|
|
|
42,073
|
|
|||
Investments in and advances to unconsolidated entities
|
|
|
|
|
132,096
|
|
|
314,982
|
|
|
|
|
447,078
|
|
|||
Investments in distressed loans
|
|
|
|
|
|
|
4,001
|
|
|
|
|
4,001
|
|
||||
Investments in foreclosed real estate
|
|
|
|
|
|
|
|
|
|
69,799
|
|
|
|
|
|
69,799
|
|
Investments in and advances to consolidated entities
|
3,714,788
|
|
|
2,677,448
|
|
|
4,740
|
|
|
|
|
|
(6,396,976
|
)
|
|
—
|
|
Deferred tax assets, net of valuation allowances
|
250,421
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
250,421
|
|
|
3,980,420
|
|
|
2,694,250
|
|
|
7,138,281
|
|
|
1,018,516
|
|
|
(6,414,565
|
)
|
|
8,416,902
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loans payable
|
|
|
|
|
653,269
|
|
|
992
|
|
|
|
|
654,261
|
|
|||
Senior notes
|
|
|
2,625,712
|
|
|
|
|
|
|
29,332
|
|
|
2,655,044
|
|
|||
Mortgage company loan facility
|
|
|
|
|
|
|
90,281
|
|
|
|
|
90,281
|
|
||||
Customer deposits
|
|
|
|
|
221,084
|
|
|
2,715
|
|
|
|
|
223,799
|
|
|||
Accounts payable
|
|
|
|
|
225,106
|
|
|
241
|
|
|
|
|
225,347
|
|
|||
Accrued expenses
|
|
|
31,906
|
|
|
386,223
|
|
|
181,649
|
|
|
(18,301
|
)
|
|
581,477
|
|
|
Advances from consolidated entities
|
|
|
|
|
|
2,018,981
|
|
|
708,167
|
|
|
(2,727,148
|
)
|
|
—
|
|
|
Income taxes payable
|
125,996
|
|
|
|
|
|
|
|
|
|
|
|
125,996
|
|
|||
Total liabilities
|
125,996
|
|
|
2,657,618
|
|
|
3,504,663
|
|
|
984,045
|
|
|
(2,716,117
|
)
|
|
4,556,205
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common stock
|
1,779
|
|
|
|
|
48
|
|
|
3,006
|
|
|
(3,054
|
)
|
|
1,779
|
|
|
Additional paid-in capital
|
712,162
|
|
|
49,400
|
|
|
|
|
|
1,734
|
|
|
(51,134
|
)
|
|
712,162
|
|
Retained earnings
|
3,232,035
|
|
|
(12,768
|
)
|
|
3,633,618
|
|
|
23,410
|
|
|
(3,644,260
|
)
|
|
3,232,035
|
|
Treasury stock, at cost
|
(88,762
|
)
|
|
|
|
|
|
|
|
|
|
(88,762
|
)
|
||||
Accumulated other comprehensive loss
|
(2,790
|
)
|
|
|
|
(48
|
)
|
|
|
|
|
|
|
(2,838
|
)
|
||
Total stockholders’ equity
|
3,854,424
|
|
|
36,632
|
|
|
3,633,618
|
|
|
28,150
|
|
|
(3,698,448
|
)
|
|
3,854,376
|
|
Noncontrolling interest
|
|
|
|
|
|
|
6,321
|
|
|
|
|
6,321
|
|
||||
Total equity
|
3,854,424
|
|
|
36,632
|
|
|
3,633,618
|
|
|
34,471
|
|
|
(3,698,448
|
)
|
|
3,860,697
|
|
|
3,980,420
|
|
|
2,694,250
|
|
|
7,138,281
|
|
|
1,018,516
|
|
|
(6,414,565
|
)
|
|
8,416,902
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
—
|
|
|
—
|
|
|
670,102
|
|
|
102,870
|
|
|
—
|
|
|
772,972
|
|
Marketable securities
|
|
|
|
|
42,491
|
|
|
10,017
|
|
|
|
|
52,508
|
|
|||
Restricted cash
|
15,182
|
|
|
|
|
16,007
|
|
|
847
|
|
|
|
|
32,036
|
|
||
Inventory
|
|
|
|
|
4,557,132
|
|
|
93,280
|
|
|
|
|
4,650,412
|
|
|||
Property, construction, and office equipment, net
|
|
|
|
|
116,809
|
|
|
14,511
|
|
|
|
|
131,320
|
|
|||
Receivables, prepaid expenses, and other assets
|
33
|
|
|
15,675
|
|
|
101,007
|
|
|
132,015
|
|
|
(19,435
|
)
|
|
229,295
|
|
Mortgage loans held for sale
|
|
|
|
|
|
|
113,517
|
|
|
|
|
113,517
|
|
||||
Customer deposits held in escrow
|
|
|
|
|
46,888
|
|
|
|
|
|
|
|
46,888
|
|
|||
Investments in and advances to unconsolidated entities
|
|
|
|
|
175,159
|
|
|
227,974
|
|
|
|
|
403,133
|
|
|||
Investments in distressed loans
|
|
|
|
|
|
|
|
|
|
36,374
|
|
|
|
|
|
36,374
|
|
Investments in foreclosed real estate
|
|
|
|
|
|
|
|
|
|
72,972
|
|
|
|
|
|
72,972
|
|
Investments in and advances to consolidated entities
|
3,113,203
|
|
|
2,334,503
|
|
|
4,740
|
|
|
|
|
|
(5,452,446
|
)
|
|
—
|
|
Deferred tax assets, net of valuation allowances
|
286,032
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
286,032
|
|
|
3,414,450
|
|
|
2,350,178
|
|
|
5,730,335
|
|
|
804,377
|
|
|
(5,471,881
|
)
|
|
6,827,459
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loans payable
|
|
|
|
|
107,222
|
|
|
|
|
|
|
|
107,222
|
|
|||
Senior notes
|
|
|
2,282,719
|
|
|
|
|
|
|
38,723
|
|
|
2,321,442
|
|
|||
Mortgage company loan facility
|
|
|
|
|
|
|
75,000
|
|
|
|
|
75,000
|
|
||||
Customer deposits
|
|
|
|
|
212,669
|
|
|
|
|
|
|
|
212,669
|
|
|||
Accounts payable
|
|
|
|
|
167,733
|
|
|
54
|
|
|
|
|
167,787
|
|
|||
Accrued expenses
|
|
|
25,045
|
|
|
355,590
|
|
|
161,402
|
|
|
(19,050
|
)
|
|
522,987
|
|
|
Advances from consolidated entities
|
|
|
|
|
|
1,558,669
|
|
|
536,390
|
|
|
(2,095,059
|
)
|
|
—
|
|
|
Income taxes payable
|
81,188
|
|
|
|
|
|
|
|
|
|
|
|
81,188
|
|
|||
Total liabilities
|
81,188
|
|
|
2,307,764
|
|
|
2,401,883
|
|
|
772,846
|
|
|
(2,075,386
|
)
|
|
3,488,295
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common stock
|
1,694
|
|
|
|
|
48
|
|
|
3,006
|
|
|
(3,054
|
)
|
|
1,694
|
|
|
Additional paid-in capital
|
441,677
|
|
|
49,400
|
|
|
|
|
|
1,734
|
|
|
(51,134
|
)
|
|
441,677
|
|
Retained earnings
|
2,892,003
|
|
|
(6,986
|
)
|
|
3,328,656
|
|
|
20,637
|
|
|
(3,342,307
|
)
|
|
2,892,003
|
|
Treasury stock, at cost
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||
Accumulated other comprehensive loss
|
(2,112
|
)
|
|
|
|
(252
|
)
|
|
(23
|
)
|
|
|
|
|
(2,387
|
)
|
|
Total stockholders’ equity
|
3,333,262
|
|
|
42,414
|
|
|
3,328,452
|
|
|
25,354
|
|
|
(3,396,495
|
)
|
|
3,332,987
|
|
Noncontrolling interest
|
|
|
|
|
|
|
6,177
|
|
|
|
|
6,177
|
|
||||
Total equity
|
3,333,262
|
|
|
42,414
|
|
|
3,328,452
|
|
|
31,531
|
|
|
(3,396,495
|
)
|
|
3,339,164
|
|
|
3,414,450
|
|
|
2,350,178
|
|
|
5,730,335
|
|
|
804,377
|
|
|
(5,471,881
|
)
|
|
6,827,459
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||
Revenues
|
|
|
|
|
3,950,509
|
|
|
79,097
|
|
|
(118,004
|
)
|
|
3,911,602
|
|
||
Cost of revenues
|
|
|
|
|
3,098,048
|
|
|
9,406
|
|
|
(25,617
|
)
|
|
3,081,837
|
|
||
Selling, general and administrative
|
132
|
|
|
3,670
|
|
|
457,808
|
|
|
55,721
|
|
|
(84,815
|
)
|
|
432,516
|
|
|
132
|
|
|
3,670
|
|
|
3,555,856
|
|
|
65,127
|
|
|
(110,432
|
)
|
|
3,514,353
|
|
Income (loss) from operations
|
(132
|
)
|
|
(3,670
|
)
|
|
394,653
|
|
|
13,970
|
|
|
(7,572
|
)
|
|
397,249
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from unconsolidated entities
|
|
|
|
|
40,588
|
|
|
553
|
|
|
|
|
41,141
|
|
|||
Other income - net
|
9,403
|
|
|
|
|
|
40,594
|
|
|
15,416
|
|
|
779
|
|
|
66,192
|
|
Intercompany interest income
|
|
|
|
148,177
|
|
|
|
|
|
|
(148,177
|
)
|
|
—
|
|
||
Interest expense
|
|
|
|
(153,898
|
)
|
|
|
|
(1,072
|
)
|
|
154,970
|
|
|
—
|
|
|
Income from consolidated subsidiaries
|
495,311
|
|
|
|
|
19,476
|
|
|
|
|
(514,787
|
)
|
|
—
|
|
||
Income (loss) before income taxes
|
504,582
|
|
|
(9,391
|
)
|
|
495,311
|
|
|
28,867
|
|
|
(514,787
|
)
|
|
504,582
|
|
Income tax provision (benefit)
|
164,550
|
|
|
(3,609
|
)
|
|
190,349
|
|
|
11,094
|
|
|
(197,834
|
)
|
|
164,550
|
|
Net income (loss)
|
340,032
|
|
|
(5,782
|
)
|
|
304,962
|
|
|
17,773
|
|
|
(316,953
|
)
|
|
340,032
|
|
Other comprehensive (loss) income
|
(677
|
)
|
|
|
|
202
|
|
|
24
|
|
|
|
|
|
(451
|
)
|
|
Total comprehensive income (loss)
|
339,355
|
|
|
(5,782
|
)
|
|
305,164
|
|
|
17,797
|
|
|
(316,953
|
)
|
|
339,581
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||
Revenues
|
|
|
|
|
2,711,438
|
|
|
70,107
|
|
|
(107,246
|
)
|
|
2,674,299
|
|
||
Cost of revenues
|
|
|
|
|
2,149,554
|
|
|
10,043
|
|
|
(26,297
|
)
|
|
2,133,300
|
|
||
Selling, general and administrative
|
188
|
|
|
2,963
|
|
|
364,256
|
|
|
48,413
|
|
|
(75,888
|
)
|
|
339,932
|
|
|
188
|
|
|
2,963
|
|
|
2,513,810
|
|
|
58,456
|
|
|
(102,185
|
)
|
|
2,473,232
|
|
Income (loss) from operations
|
(188
|
)
|
|
(2,963
|
)
|
|
197,628
|
|
|
11,651
|
|
|
(5,061
|
)
|
|
201,067
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from unconsolidated entities
|
|
|
|
|
9,318
|
|
|
5,074
|
|
|
|
|
14,392
|
|
|||
Other income - net
|
9,433
|
|
|
|
|
|
32,217
|
|
|
12,616
|
|
|
(2,028
|
)
|
|
52,238
|
|
Intercompany interest income
|
|
|
127,057
|
|
|
|
|
|
|
|
|
(127,057
|
)
|
|
—
|
|
|
Interest expense
|
|
|
(133,500
|
)
|
|
|
|
|
(646
|
)
|
|
134,146
|
|
|
—
|
|
|
Income from consolidated subsidiaries
|
258,452
|
|
|
|
|
19,289
|
|
|
|
|
(277,741
|
)
|
|
—
|
|
||
Income (loss) before income taxes
|
267,697
|
|
|
(9,406
|
)
|
|
258,452
|
|
|
28,695
|
|
|
(277,741
|
)
|
|
267,697
|
|
Income tax provision (benefit)
|
97,091
|
|
|
(3,691
|
)
|
|
101,416
|
|
|
11,260
|
|
|
(108,985
|
)
|
|
97,091
|
|
Net income (loss)
|
170,606
|
|
|
(5,715
|
)
|
|
157,036
|
|
|
17,435
|
|
|
(168,756
|
)
|
|
170,606
|
|
Other comprehensive income (loss)
|
2,334
|
|
|
|
|
114
|
|
|
(16
|
)
|
|
|
|
|
2,432
|
|
|
Total comprehensive income (loss)
|
172,940
|
|
|
(5,715
|
)
|
|
157,150
|
|
|
17,419
|
|
|
(168,756
|
)
|
|
173,038
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||
Revenues
|
|
|
|
|
1,903,177
|
|
|
57,581
|
|
|
(77,977
|
)
|
|
1,882,781
|
|
||
Cost of revenues
|
|
|
|
|
1,541,937
|
|
|
10,597
|
|
|
(20,439
|
)
|
|
1,532,095
|
|
||
Selling, general and administrative
|
95
|
|
|
2,965
|
|
|
309,923
|
|
|
38,424
|
|
|
(64,150
|
)
|
|
287,257
|
|
|
95
|
|
|
2,965
|
|
|
1,851,860
|
|
|
49,021
|
|
|
(84,589
|
)
|
|
1,819,352
|
|
Income (loss) from operations
|
(95
|
)
|
|
(2,965
|
)
|
|
51,317
|
|
|
8,560
|
|
|
6,612
|
|
|
63,429
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from unconsolidated entities
|
|
|
|
|
18,342
|
|
|
5,250
|
|
|
|
|
23,592
|
|
|||
Other income - net
|
1,327
|
|
|
|
|
|
20,032
|
|
|
10,181
|
|
|
(5,619
|
)
|
|
25,921
|
|
Intercompany interest income
|
|
|
116,835
|
|
|
|
|
|
|
|
|
(116,835
|
)
|
|
—
|
|
|
Interest expense
|
|
|
(115,141
|
)
|
|
|
|
|
(701
|
)
|
|
115,842
|
|
|
—
|
|
|
Income from consolidated subsidiaries
|
111,710
|
|
|
|
|
22,019
|
|
|
|
|
(133,729
|
)
|
|
—
|
|
||
Income (loss) before income taxes
|
112,942
|
|
|
(1,271
|
)
|
|
111,710
|
|
|
23,290
|
|
|
(133,729
|
)
|
|
112,942
|
|
Income tax (benefit) provision
|
(374,204
|
)
|
|
|
|
25,515
|
|
|
5,319
|
|
|
(30,834
|
)
|
|
(374,204
|
)
|
|
Net income (loss)
|
487,146
|
|
|
(1,271
|
)
|
|
86,195
|
|
|
17,971
|
|
|
(102,895
|
)
|
|
487,146
|
|
Other comprehensive loss
|
(1,839
|
)
|
|
|
|
(71
|
)
|
|
(7
|
)
|
|
|
|
|
(1,917
|
)
|
|
Total comprehensive income (loss)
|
485,307
|
|
|
(1,271
|
)
|
|
86,124
|
|
|
17,964
|
|
|
(102,895
|
)
|
|
485,229
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||
Net cash provided by (used in) operating activities
|
137,023
|
|
|
15,644
|
|
|
279,724
|
|
|
(102,540
|
)
|
|
(16,651
|
)
|
|
313,200
|
|
Cash flow (used in) provided by investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchase of property and equipment — net
|
|
|
|
|
(13,161
|
)
|
|
(1,913
|
)
|
|
|
|
(15,074
|
)
|
|||
Sale and redemption of marketable securities
|
|
|
|
|
40,242
|
|
|
|
|
|
|
40,242
|
|
||||
Investment in and advances to unconsolidated entities
|
|
|
|
|
(16,683
|
)
|
|
(96,346
|
)
|
|
|
|
(113,029
|
)
|
|||
Return of investments in unconsolidated entities
|
|
|
|
|
63,581
|
|
|
10,264
|
|
|
|
|
73,845
|
|
|||
Investment in distressed loans and foreclosed real estate
|
|
|
|
|
|
|
(2,089
|
)
|
|
|
|
(2,089
|
)
|
||||
Return of investments in distressed loans and foreclosed real estate
|
|
|
|
|
|
|
53,130
|
|
|
|
|
53,130
|
|
||||
Acquisition of a business
|
|
|
|
|
|
|
(1,489,116
|
)
|
|
|
|
|
|
|
|
(1,489,116
|
)
|
Dividends received intercompany
|
|
|
|
|
|
|
15,000
|
|
|
|
|
|
(15,000
|
)
|
|
—
|
|
Intercompany advances
|
(302,591
|
)
|
|
(342,945
|
)
|
|
|
|
|
|
|
|
645,536
|
|
|
—
|
|
Net cash used in investing activities
|
(302,591
|
)
|
|
(342,945
|
)
|
|
(1,400,137
|
)
|
|
(36,954
|
)
|
|
630,536
|
|
|
(1,452,091
|
)
|
Cash flow provided by (used in) financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from issuance of senior notes
|
|
|
600,000
|
|
|
|
|
|
|
|
|
600,000
|
|
||||
Debt issuance costs for senior notes
|
|
|
(4,739
|
)
|
|
|
|
|
|
|
|
(4,739
|
)
|
||||
Proceeds from loans payable
|
|
|
|
|
1,156,300
|
|
|
1,073,071
|
|
|
|
|
2,229,371
|
|
|||
Debt issuance costs for loans payable
|
|
|
|
|
(3,063
|
)
|
|
|
|
|
|
(3,063
|
)
|
||||
Principal payments of loans payable
|
|
|
|
|
(704,320
|
)
|
|
(1,062,795
|
)
|
|
|
|
(1,767,115
|
)
|
|||
Redemption of senior notes
|
|
|
(267,960
|
)
|
|
|
|
|
|
|
|
(267,960
|
)
|
||||
Net proceeds from issuance of common stock
|
220,365
|
|
|
|
|
|
|
|
|
|
|
220,365
|
|
||||
Proceeds from stock-based benefit plans
|
28,364
|
|
|
|
|
|
|
|
|
|
|
28,364
|
|
||||
Excess tax benefits from stock-based compensation
|
7,593
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,593
|
|
Purchase of treasury stock
|
(90,754
|
)
|
|
|
|
|
|
|
|
|
|
(90,754
|
)
|
||||
Receipts related to noncontrolling interest
|
|
|
|
|
|
|
172
|
|
|
|
|
172
|
|
||||
Dividends paid intercompany
|
|
|
|
|
|
|
(15,000
|
)
|
|
15,000
|
|
|
—
|
|
|||
Intercompany advances
|
|
|
|
|
457,108
|
|
|
171,777
|
|
|
(628,885
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
165,568
|
|
|
327,301
|
|
|
906,025
|
|
|
167,225
|
|
|
(613,885
|
)
|
|
952,234
|
|
Net (decrease) increase in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(214,388
|
)
|
|
27,731
|
|
|
—
|
|
|
(186,657
|
)
|
Cash and cash equivalents, beginning of year
|
—
|
|
|
—
|
|
|
670,102
|
|
|
102,870
|
|
|
—
|
|
|
772,972
|
|
Cash and cash equivalents, end of year
|
—
|
|
|
—
|
|
|
455,714
|
|
|
130,601
|
|
|
—
|
|
|
586,315
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||
Net cash provided by (used in) operating activities
|
116,508
|
|
|
5,163
|
|
|
(518,598
|
)
|
|
(161,333
|
)
|
|
(10,703
|
)
|
|
(568,963
|
)
|
Cash flow provided by (used in) investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Purchase of property and equipment — net
|
|
|
|
|
(15,038
|
)
|
|
(11,529
|
)
|
|
|
|
(26,567
|
)
|
|||
Purchase of marketable securities
|
|
|
|
|
(25,938
|
)
|
|
(10,264
|
)
|
|
|
|
(36,202
|
)
|
|||
Sale and redemption of marketable securities
|
|
|
|
|
357,583
|
|
|
60,263
|
|
|
|
|
417,846
|
|
|||
Investment in and advances to unconsolidated entities
|
|
|
|
|
(34,071
|
)
|
|
(59,327
|
)
|
|
|
|
(93,398
|
)
|
|||
Return of investments in unconsolidated entities
|
|
|
|
|
43,405
|
|
|
26,404
|
|
|
|
|
69,809
|
|
|||
Investment in distressed loans and foreclosed real estate
|
|
|
|
|
|
|
(26,155
|
)
|
|
|
|
(26,155
|
)
|
||||
Return of investments in distressed loans and foreclosed real estate
|
|
|
|
|
|
|
27,370
|
|
|
|
|
27,370
|
|
||||
Intercompany advances
|
(141,346
|
)
|
|
(241,693
|
)
|
|
|
|
|
|
383,039
|
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
(141,346
|
)
|
|
(241,693
|
)
|
|
325,941
|
|
|
6,762
|
|
|
383,039
|
|
|
332,703
|
|
Cash flow provided by (used in) financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net proceeds from issuance of senior notes
|
|
|
400,383
|
|
|
|
|
|
|
|
|
400,383
|
|
||||
Proceeds from loans payable
|
|
|
|
|
|
|
1,164,531
|
|
|
|
|
1,164,531
|
|
||||
Principal payments of loans payable
|
|
|
|
|
(33,329
|
)
|
|
(1,162,195
|
)
|
|
|
|
(1,195,524
|
)
|
|||
Redemption of senior notes
|
|
|
(163,853
|
)
|
|
|
|
|
|
|
|
(163,853
|
)
|
||||
Proceeds from stock-based benefit plans
|
15,798
|
|
|
|
|
|
|
|
|
|
|
15,798
|
|
||||
Excess tax benefits from stock-based compensation
|
24,417
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,417
|
|
Purchase of treasury stock
|
(15,377
|
)
|
|
|
|
|
|
|
|
|
|
(15,377
|
)
|
||||
Receipts related to noncontrolling interest
|
|
|
|
|
|
|
33
|
|
|
|
|
33
|
|
||||
Intercompany advances
|
|
|
|
|
184,064
|
|
|
188,272
|
|
|
(372,336
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
24,838
|
|
|
236,530
|
|
|
150,735
|
|
|
190,641
|
|
|
(372,336
|
)
|
|
230,408
|
|
Net (decrease) increase in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(41,922
|
)
|
|
36,070
|
|
|
—
|
|
|
(5,852
|
)
|
Cash and cash equivalents, beginning of year
|
—
|
|
|
—
|
|
|
712,024
|
|
|
66,800
|
|
|
—
|
|
|
778,824
|
|
Cash and cash equivalents, end of year
|
—
|
|
|
—
|
|
|
670,102
|
|
|
102,870
|
|
|
—
|
|
|
772,972
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||
Net cash (used in) provided by operating activities
|
4,365
|
|
|
5,564
|
|
|
(100,007
|
)
|
|
(78,750
|
)
|
|
(2,709
|
)
|
|
(171,537
|
)
|
Cash flow (used in) provided by investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Purchase of property and equipment — net
|
|
|
|
|
(12,012
|
)
|
|
92
|
|
|
|
|
(11,920
|
)
|
|||
Purchase of marketable securities
|
|
|
|
|
(519,737
|
)
|
|
(60,221
|
)
|
|
|
|
(579,958
|
)
|
|||
Sale and redemption of marketable securities
|
|
|
|
|
368,253
|
|
|
|
|
|
|
368,253
|
|
||||
Investment in and advances to unconsolidated entities
|
|
|
|
|
(113,651
|
)
|
|
(103,509
|
)
|
|
|
|
(217,160
|
)
|
|||
Return of investments in unconsolidated entities
|
|
|
|
|
34,408
|
|
|
3,960
|
|
|
|
|
38,368
|
|
|||
Investment in distressed loans and foreclosed real estate
|
|
|
|
|
|
|
(30,090
|
)
|
|
|
|
(30,090
|
)
|
||||
Return of investments in distressed loans and foreclosed real estate
|
|
|
|
|
|
|
16,707
|
|
|
|
|
16,707
|
|
||||
Acquisition of a business
|
|
|
|
|
|
|
(144,746
|
)
|
|
|
|
|
|
|
|
(144,746
|
)
|
Intercompany advances
|
(43,383
|
)
|
|
(584,260
|
)
|
|
|
|
|
|
|
|
627,643
|
|
|
—
|
|
Net cash used in investing activities
|
(43,383
|
)
|
|
(584,260
|
)
|
|
(387,485
|
)
|
|
(173,061
|
)
|
|
627,643
|
|
|
(560,546
|
)
|
Cash flow provided by (used in) financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net proceeds from issuance of senior notes
|
|
|
578,696
|
|
|
|
|
|
|
|
|
578,696
|
|
||||
Proceeds from loans payable
|
|
|
|
|
|
|
1,002,934
|
|
|
|
|
1,002,934
|
|
||||
Principal payments of loans payable
|
|
|
|
|
(28,402
|
)
|
|
(987,679
|
)
|
|
|
|
(1,016,081
|
)
|
|||
Proceeds from stock-based benefit plans
|
33,747
|
|
|
|
|
|
|
|
|
|
|
33,747
|
|
||||
Excess tax benefits from stock-based compensation
|
5,776
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,776
|
|
Purchase of treasury stock
|
(505
|
)
|
|
|
|
|
|
|
|
|
|
(505
|
)
|
||||
Intercompany advances
|
|
|
|
|
450,906
|
|
|
174,028
|
|
|
(624,934
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
39,018
|
|
|
578,696
|
|
|
422,504
|
|
|
189,283
|
|
|
(624,934
|
)
|
|
604,567
|
|
Net decrease in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(64,988
|
)
|
|
(62,528
|
)
|
|
—
|
|
|
(127,516
|
)
|
Cash and cash equivalents, beginning of year
|
—
|
|
|
—
|
|
|
777,012
|
|
|
129,328
|
|
|
—
|
|
|
906,340
|
|
Cash and cash equivalents, end of year
|
—
|
|
|
—
|
|
|
712,024
|
|
|
66,800
|
|
|
—
|
|
|
778,824
|
|
|
Three Months Ended,
|
||||||||||||||
|
October 31
|
|
July 31
|
|
April 30
|
|
January 31
|
||||||||
Fiscal 2014:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
1,350,690
|
|
|
$
|
1,056,857
|
|
|
$
|
860,374
|
|
|
$
|
643,681
|
|
Gross profit (a)
|
$
|
288,115
|
|
|
$
|
239,625
|
|
|
$
|
172,376
|
|
|
$
|
129,649
|
|
Income before income taxes
|
$
|
188,538
|
|
|
$
|
151,325
|
|
|
$
|
93,484
|
|
|
$
|
71,235
|
|
Net income
|
$
|
131,524
|
|
|
$
|
97,707
|
|
|
$
|
65,222
|
|
|
$
|
45,580
|
|
Income per share (b)
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.74
|
|
|
$
|
0.55
|
|
|
$
|
0.37
|
|
|
$
|
0.26
|
|
Diluted
|
$
|
0.71
|
|
|
$
|
0.53
|
|
|
$
|
0.35
|
|
|
$
|
0.25
|
|
Weighted-average number of shares
|
|
|
|
|
|
|
|
||||||||
Basic
|
177,540
|
|
|
178,217
|
|
|
178,082
|
|
|
176,474
|
|
||||
Diluted
|
185,669
|
|
|
186,501
|
|
|
186,442
|
|
|
184,888
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Fiscal 2013:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
1,044,534
|
|
|
$
|
689,160
|
|
|
$
|
516,004
|
|
|
$
|
424,601
|
|
Gross profit
|
$
|
222,273
|
|
|
$
|
144,071
|
|
|
$
|
95,991
|
|
|
$
|
78,664
|
|
Income before income taxes
|
$
|
150,150
|
|
|
$
|
68,253
|
|
|
$
|
40,968
|
|
|
$
|
8,326
|
|
Net income
|
$
|
94,905
|
|
|
$
|
46,595
|
|
|
$
|
24,674
|
|
|
$
|
4,432
|
|
Income per share (b)
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.56
|
|
|
$
|
0.28
|
|
|
$
|
0.15
|
|
|
$
|
0.03
|
|
Diluted
|
$
|
0.54
|
|
|
$
|
0.26
|
|
|
$
|
0.14
|
|
|
$
|
0.03
|
|
Weighted-average number of shares
|
|
|
|
|
|
|
|
||||||||
Basic
|
169,440
|
|
|
169,268
|
|
|
169,380
|
|
|
169,064
|
|
||||
Diluted
|
177,952
|
|
|
178,001
|
|
|
178,136
|
|
|
171,903
|
|
(a)
|
Gross profit in the fourth quarter of 2014 included charges of
$32.0 million
associated with stucco-related claims, construction claims, and litigation. See Note 7, “Accrued Expenses,” for additional information regarding certain of these charges.
|
(b)
|
Due to rounding, the sum of the quarterly earnings per share amounts may not equal the reported earnings per share for the year.
|
|
THE ADDITIONAL GUARANTORS NAMED
|
|
|
ON SCHEDULE A
HERETO, as Guarantors
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph R. Sicree
|
|
|
Name: Joseph R. Sicree
|
|
|
Title: Designated Officer
|
|
|
|
THE BANK OF NEW YORK MELLON,
|
||
as Trustee
|
|
|
|
|
|
|
|
|
By:
|
/s/ Laurence J. O’Brien
|
|
|
Name: Laurence J. O’Brien
|
|
|
Title: Vice President
|
|
|
|
|
|
THE ADDITIONAL GUARANTORS NAMED
|
|
|
ON SCHEDULE A
HERETO, as Guarantors
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph R. Sicree
|
|
|
Name: Joseph R. Sicree
|
|
|
Title: Designated Officer
|
|
|
|
THE BANK OF NEW YORK MELLON,
|
||
as Trustee
|
|
|
|
|
|
|
|
|
By:
|
/s/ Laurence J. O’Brien
|
|
|
Name: Laurence J. O’Brien
|
|
|
Title: Vice President
|
|
|
|
|
|
THE ADDITIONAL GUARANTORS NAMED
|
|
|
ON SCHEDULE A
HERETO, as Guarantors
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph R. Sicree
|
|
|
Name: Joseph R. Sicree
|
|
|
Title: Designated Officer
|
|
|
|
THE BANK OF NEW YORK MELLON,
|
||
as Trustee
|
|
|
|
|
|
|
|
|
By:
|
/s/ Laurence J. O’Brien
|
|
|
Name: Laurence J. O’Brien
|
|
|
Title: Vice President
|
|
|
|
|
|
THE ADDITIONAL GUARANTORS NAMED
|
|
|
ON SCHEDULE A
HERETO, as Guarantors
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph R. Sicree
|
|
|
Name: Joseph R. Sicree
|
|
|
Title: Designated Officer
|
|
|
|
THE BANK OF NEW YORK MELLON,
|
||
as Trustee
|
|
|
|
|
|
|
|
|
By:
|
/s/ Laurence J. O’Brien
|
|
|
Name: Laurence J. O’Brien
|
|
|
Title: Vice President
|
|
|
|
|
Number of Option Shares
that may be purchased on
or after [DATE]
|
|
Total
Option Shares
|
||||
[DATE]
|
[DATE]
|
[DATE]
|
[DATE]
|
|
||
______
|
_______
|
_______
|
_______
|
_______
|
1.
|
Separation from Service
. The phrase “termination of employment” (or similar phrases) are used throughout the Plan. For purposes of Section 409A, the following new Section 1.29 shall be added to the Plan to clarify the definition of a Separation from Service, and shall replace the phrase “termination of employment” (or similar phrases) where used in the Plan:
|
(a)
|
Leave of Absence
. For purposes of Section 409A, the employment relationship is treated as continuing in effect while a Participant is on military leave, sick leave, or other bona fide leave of absence, as long as the period of leave does not exceed
6
months, or if longer, as long as the Participant’s right to reemployment with the Employer provided either by statute or contract. Otherwise, after a
6
month leave of absence, the employment relationship if deemed terminated.
|
(b)
|
Part-Time Status
. Whether or not a termination of employment occurs is determined based upon all facts and circumstances. If a Participant provides services to the Employer or any Related Entities at a rate that is less than
20%
of the services rendered, on average, during the immediately preceding
3
full calendar years of employment (or such lesser period if the Participant has less than
3
calendar years of employment), a Separation from Service shall be
deemed
to have occurred, since such services are considered to be insignificant under the Final Regulations under Section 409A.
|
(c)
|
Consulting Services
. Where a Participant continues to provide services to the Employer or any Related Entities in a capacity other than as an employee, whether or not a Separation from Service has occurred shall be determined in the same manner as provided in Section 1.29(b) above.
|
(d)
|
Foreign Transfers
. A Separation from Service means a Participant is no longer employed by the Employer or any Affiliated Employer within or outside of the United States. Accordingly, to the extent that an Employee is transferred outside the U.S., no Separation from Service shall be deemed to have occurred for purposes of distributions.”
|
2.
|
Compensation Deferrals
. Section 3.1(a) permits Participants to make deferral elections with regard to payment of a bonus, sales bonus compensation or profit sharing distributions. The Plan is intended to provide that all deferral elections are timely made for purposes of Section 409A of the Code. The following paragraph shall be added to the bottom of Section 3.1(a):
|
3.
|
Revocation of Elections
. Section 3.1(a) also provides that a Participant may make an irrevocable election during a Plan Year to cease contributions with written notice to the Committee. This provision only applies to benefits not subject to Section 409A of the Code and in existence prior to the enactment of Section 409A. In any event, such sentence shall be “deleted” from the Plan with respect to future deferral elections.
|
4.
|
Redeferrals
. Section 5.5 of the Plan provides that Participants may further defer the payment of benefits governed by Section 409A (or change how the benefits shall be distributed) if the election is made at least
12
months prior to the date distribution would have been paid (or the date the first distribution would have been paid out of a series of distributions), and such modification results in a deferral of payment (or a distribution commencement) for at least
5
years from the date that payment would have otherwise commenced (and not from the date of the deferral election).
|
5.
|
Acceleration of Payments
. Section 6.2(b) of the Plan provides that, if any time up to
24
months following a Participant’s Separation from Service with the Employer, the Participant enters into a competition with Toll Brothers, Inc. and/or its subsidiaries, the Employer may accelerate the payment of a Participant’s benefits. Effective as of December 31, 2008, this provision of the Plan shall not be effective, with respect to benefits subject to Section 409A of the Code (since it would result in an impermissible acceleration of benefits to Participants in violation of Section 409A of the Code).
|
6.
|
Payment for Specified Employees
. Section 6.6 provides that benefits to Specified Employees are paid out “as soon as practicable” following the
6
month anniversary of a Participant’s Separation from Service. The language providing for benefits “as soon as practicable” does not establish a fixed payment date. Accordingly, the following sentence shall be added to the bottom of Section 6.6 effective as of December 31, 2008:
|
7.
|
Domestic Relations Orders
. Section 12.4 provides that benefits under the Plan are generally not subject to anticipation, alienation, attachment, garnishment, sale, transfer, assignment, levy, execution, pledge, encumbrance, charge or any other legal equitable process, and any attempt to do so is void. However, the Plan generally provides that benefits payable under a qualified domestic relations order (“QDROs”) will be honored. Wherever the term “Qualified Domestic Relations Order” appears, the term shall be substituted with reference to a Domestic Relations Order (“DRO”), since QDROs do not apply to nonqualified deferred compensation plans. Furthermore, the following paragraph shall be added to the Plan as Section 12.4(b)(v):
|
8.
|
Compliance With the Code
. The following new Section 12.6 shall be added to the Plan to address “Compliance with the Code”:
|
9.
|
Consequences of a Violation of 409A
. The following new Section 12.7 shall be added to the Plan to address “Consequences of a Violation of Section 409A”:
|
10.
|
FICA and Other Taxes
. The following new Section 12.8 shall be added to the Plan to address “FICA Taxes”:
|
11.
|
Compliance with Section 280G of the Code
.
The following new Section 12.9 shall be added to the Plan to address compliance with Section 280G of the Code:
|
12.
|
Delay in Payment for Section 162(m) and Security Violations
. The following new Section 12.10 shall be added to the Plan to address Section 162(m) and securities issues:
|
(a)
|
The Company’s deduction with respect to such payment would be eliminated by
|
(b)
|
The making of the payment would violate federal securities laws or other applicable law; provided, that any payment delayed pursuant to this Section 12.10 shall be paid at the earliest time the Company reasonably anticipates that such payment may be made without giving rise to the matters described in Sections 12.10 (a) or (b) above, all in accordance with Section 409A of the Code.”
|
13.
|
No Material Modifications
. The following new Section 12.11 shall be added to the Plan to address No Material Modifications:
|
|
TOLL BROS., INC.
|
|
|
BY:
|
/s/ Martin P. Connor
|
|
|
|
|
|
December 30, 2010
|
1.
|
Eligibility
. Section 2.1 of the Plan provides that participation in the Employer Contribution Credit Account portion of the Plan is automatic. Participation in the Compensation Deferral portion of the Plan is voluntary, and subject to agreement of the Employer to make Compensation Deferrals as permitted under Article 3 of the Plan.
|
2.
|
Payment of Benefits
. All Participants under the Plan have made Distribution Elections regarding their various Accounts established under the Plan. All Distribution Elections shall remain in effect and all Accounts shall be paid in accordance with all Distribution Elections, except if required otherwise in the event of a death, Disability or a Separation from Service.
|
3.
|
Accounts
. All Accounts under the Plan shall continue to be maintained as required under Article 4 of the Plan, until distributed.
|
4.
|
Rollovers
. Participants in the Plan shall be permitted to elect to redefer the payment of their Accounts in accordance with Section 5.5_of the Plan, as long as an election to delay a payment is made at least
1
year before payment is to commence and the time for payment is delayed for a period of at least
5
years.
|
5.
|
No Termination
. The “freezing” of benefits in accordance with this Amendment Number 3 is a temporary measure to minimize future unfunded deferred compensation obligations of the Company for Participants. The freezing of new benefits does not terminate the Plan, which shall remain in effect for existing Participants.
|
6.
|
Other Provisions
. Notwithstanding any provisions in this Amendment Number 3 to the contrary, all other provisions of the Plan shall remain in effect, without change.
|
|
TOLL BROS., INC.
|
|
|
BY:
|
/s/ Martin P. Connor
|
|
|
|
|
|
December, 2011
|
|
|
October 31,
|
||||||||||||||||||||||
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
||||||||||
Earnings (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
|
$
|
(117,187
|
)
|
|
|
$
|
(29,366
|
)
|
|
|
$
|
112,942
|
|
|
|
$
|
267,697
|
|
|
|
$
|
504,582
|
|
Interest expense
|
|
106,997
|
|
|
|
80,282
|
|
|
|
90,521
|
|
|
|
115,238
|
|
|
|
142,851
|
|
|||||
Rent expense
|
|
5,528
|
|
|
|
4,135
|
|
|
|
3,728
|
|
|
|
3,658
|
|
|
|
4,128
|
|
|||||
Amortization
|
|
1,374
|
|
|
|
1,347
|
|
|
|
1,782
|
|
|
|
2,952
|
|
|
|
3,639
|
|
|||||
|
|
$
|
(3,288
|
)
|
|
|
$
|
56,398
|
|
|
|
$
|
208,973
|
|
|
|
$
|
389,545
|
|
|
|
$
|
655,200
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Homebuilding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest incurred
|
|
$
|
114,975
|
|
|
|
$
|
114,761
|
|
|
|
$
|
125,783
|
|
|
|
$
|
134,198
|
|
|
|
$
|
163,815
|
|
Rent expense
|
|
5,528
|
|
|
|
4,135
|
|
|
|
3,728
|
|
|
|
3,658
|
|
|
|
4,128
|
|
|||||
Amortization
|
|
1,374
|
|
|
|
1,347
|
|
|
|
1,782
|
|
|
|
2,952
|
|
|
|
3,639
|
|
|||||
|
|
$
|
121,877
|
|
|
|
$
|
120,243
|
|
|
|
$
|
131,293
|
|
|
|
$
|
140,808
|
|
|
|
$
|
171,582
|
|
Ratio
|
|
|
|
(a)
|
|
|
|
(a)
|
|
1.59
|
|
|
|
2.77
|
|
|
|
3.82
|
|
(a)
|
For the twelve-month periods ended October 31, 2011 and 2010, our earnings were not sufficient to cover fixed charges by approximately $63.8 million and $125.2 million, respectively.
|
1.
|
110-112 Third Ave. Realty Corp., a New York corporation.
|
2.
|
Amwell Chase, Inc., a Delaware corporation.
|
3.
|
ESE Consultants, Inc., a Delaware corporation.
|
4.
|
ESE Consultants, Inc., a Texas corporation.
|
5.
|
ESE of North Carolina, PC, a North Carolina professional corporation.
|
6.
|
Fairway Valley, Inc., a Delaware corporation.
|
7.
|
First Brandywine Investment Corp. II, a Delaware corporation.
|
8.
|
First Brandywine Investment Corp. IV, a Delaware corporation.
|
9.
|
First Huntingdon Finance Corp., a Delaware corporation.
|
10.
|
Franklin Farms G.P., Inc., a Delaware corporation.
|
11.
|
Frenchman’s Reserve Country Club, Inc., a Florida non-profit corporation.
|
12.
|
GCAM Holding Co., Inc., a Delaware corporation.
|
13.
|
Hampton Hall Club, Inc., a South Carolina non-profit corporation.
|
14.
|
Hampton Pointe Club, Inc., a South Carolina non-profit corporation.
|
15.
|
HQZ Acquisitions, Inc., a Michigan corporation.
|
16.
|
Jupiter Country Club, Inc., a Florida non-profit corporation.
|
17.
|
MA Limited Land Corporation, a Delaware corporation.
|
18.
|
Mountain View Country Club, Inc., a California non-profit corporation.
|
19.
|
Philmont Insurance Company, a Vermont corporation.
|
20.
|
PRD Investors, Inc., a Delaware corporation.
|
21.
|
Shapell Homes, Inc., a Delaware corporation.
|
22.
|
SH Homes Corporation, a Michigan corporation.
|
23.
|
Shapell Industries, Inc., a Delaware corporation.
|
24.
|
SI Investment Corporation, a Michigan corporation.
|
25.
|
The Silverman Building Companies, Inc., a Michigan corporation.
|
26.
|
TBI Mortgage Company, a Delaware corporation.
|
27.
|
TB Proprietary Corp., a Delaware corporation.
|
28.
|
Tenby Hunt, Inc., a Delaware corporation.
|
29.
|
TIS Logistics, Inc., a Pennsylvania corporation.
|
30.
|
Toll Architecture, Inc., a Delaware corporation.
|
31.
|
Toll Architecture I, P.A., a Delaware professional corporation.
|
32.
|
Toll AZ GP Corp., a Delaware corporation.
|
33.
|
Toll Bros. of Arizona, Inc., an Arizona corporation.
|
34.
|
Toll Bros. of North Carolina, Inc., a North Carolina corporation.
|
35.
|
Toll Bros. of North Carolina II, Inc., a North Carolina corporation.
|
36.
|
Toll Bros. of North Carolina III, Inc., a North Carolina corporation.
|
37.
|
Toll Bros., Inc., a Delaware corporation.
|
38.
|
Toll Bros., Inc., a Pennsylvania corporation.
|
39.
|
Toll Bros., Inc., a Texas corporation.
|
40.
|
Toll Brothers AZ Construction Company, an Arizona corporation.
|
41.
|
Toll Brothers Finance Corp., a Delaware corporation.
|
42.
|
Toll Brothers HK Investment Co., Limited, a Hong Kong corporation.
|
43.
|
Toll Brothers Hong Kong Holdings, Limited, a Hong Kong corporation.
|
44.
|
Toll Brothers International Holdings, Inc., a Delaware corporation.
|
45.
|
Toll Brothers Real Estate, Inc., a Pennsylvania corporation.
|
46.
|
Toll Brothers South America, Inc., a Delaware corporation.
|
47.
|
Toll Buckeye Corp., a Delaware corporation.
|
48.
|
Toll CA GP Corp., a California corporation.
|
49.
|
Toll CA Holdings, Inc., a Delaware corporation.
|
50.
|
Toll Centennial Corp., a Delaware corporation.
|
51.
|
Toll CO GP Corp., a Colorado corporation.
|
52.
|
Toll Corp., a Delaware corporation.
|
53.
|
Toll DC GP Corp., a District of Columbia corporation.
|
54.
|
Toll Development Company, Inc., a Michigan corporation.
|
55.
|
Toll Diamond Corp., a Delaware corporation.
|
56.
|
Toll FL GP Corp., a Florida corporation.
|
57.
|
Toll GA GP Corp., a Georgia corporation.
|
58.
|
Toll Golden Corp., a Delaware corporation.
|
59.
|
Toll Granite Corp., a Delaware corporation.
|
60.
|
Toll Holdings, Inc., a Delaware corporation.
|
61.
|
Toll IL GP Corp., an Illinois corporation.
|
62.
|
Toll Land Corp. No. 6, a Pennsylvania corporation.
|
63.
|
Toll Land Corp. No. 10, a Delaware corporation.
|
64.
|
Toll Land Corp. No. 20, a Delaware corporation.
|
65.
|
Toll Land Corp. No. 43, a Delaware corporation.
|
66.
|
Toll Land Corp. No. 50, a Delaware corporation.
|
67.
|
Toll MD Builder Corp., a Maryland corporation.
|
68.
|
Toll Mid-Atlantic LP Company, Inc., a Delaware corporation.
|
69.
|
Toll Mid-Atlantic Note Company, Inc., a Delaware corporation.
|
70.
|
Toll Midwest Note Company, Inc., a Delaware corporation.
|
71.
|
Toll MI GP Corp., a Michigan corporation.
|
72.
|
Toll MN GP Corp., a Minnesota corporation.
|
73.
|
Toll NC GP Corp., a North Carolina corporation.
|
74.
|
Toll NH GP Corp., a New Hampshire corporation.
|
75.
|
Toll NJX-I Corp., a Delaware corporation.
|
76.
|
Toll Northeast LP Company, Inc., a Delaware corporation.
|
77.
|
Toll Northeast Note Company, Inc., a Delaware corporation.
|
78.
|
Toll Northeast Services, Inc., a Delaware corporation.
|
79.
|
Toll NV GP Corp., a Nevada corporation.
|
80.
|
Toll OH GP Corp., an Ohio corporation.
|
81.
|
Toll PA Builder Corp., a Pennsylvania corporation.
|
82.
|
Toll PA GP Corp., a Pennsylvania corporation.
|
83.
|
Toll PA II GP Corp., a Pennsylvania corporation.
|
84.
|
Toll PA III GP Corp., a Pennsylvania corporation.
|
85.
|
Toll Palmetto Corp., a Delaware corporation.
|
86.
|
Toll Peppertree, Inc., a New York corporation.
|
87.
|
Toll Realty Holdings Corp. I, a Delaware corporation.
|
88.
|
Toll Realty Holdings Corp. II, a Delaware corporation.
|
89.
|
Toll RI GP Corp., a Rhode Island corporation.
|
90.
|
Toll SC GP Corp., a South Carolina corporation.
|
91.
|
Toll Southeast LP Company, Inc., a Delaware corporation.
|
92.
|
Toll Southeast Note Company, Inc., a Delaware corporation.
|
93.
|
Toll Southwest Note Company, Inc., a Delaware corporation.
|
94.
|
Toll SW Holding I Corp., a Nevada corporation.
|
95.
|
Toll TN GP Corp., a Tennessee corporation.
|
96.
|
Toll TX GP Corp., a Delaware corporation.
|
97.
|
Toll VA GP Corp., a Delaware corporation.
|
98.
|
Toll VA Member Two, Inc., a Delaware corporation.
|
99.
|
Toll WA GP Corp., a Washington corporation.
|
100.
|
Toll WestCoast Note Company, Inc., a Delaware corporation.
|
101.
|
Toll WV GP Corp., a West Virginia corporation.
|
102.
|
Toll YL, Inc., a California corporation.
|
103.
|
Upper K Investors, Inc., a Delaware corporation.
|
104.
|
Valeria Sewerage Works Corporation, a New York corporation.
|
105.
|
Westminster Abstract Company, a Pennsylvania corporation.
|
106.
|
Westminster Insurance Agency, Inc., a Pennsylvania corporation.
|
107.
|
Westminster Security Company, a New Jersey corporation.
|
108.
|
Westminster Title Company, Inc., a California corporation.
|
1.
|
51 N. 8
th
Street LP, a New York limited partnership.
|
2.
|
Ashford Land Company, L.P., a Delaware limited partnership.
|
3.
|
Advanced Broadband, L.P., a Delaware limited partnership.
|
4.
|
Audubon Ridge, L.P., a Pennsylvania limited partnership.
|
5.
|
Belmont Land, L.P., a Virginia limited partnership.
|
6.
|
Binks Estates Limited Partnership, a Florida limited partnership.
|
7.
|
The Bird Estate Limited Partnership, a Massachusetts limited partnership.
|
8.
|
Blue Bell Country Club, L.P., a Pennsylvania limited partnership.
|
9.
|
Broad Run Associates, L.P., a Pennsylvania limited partnership.
|
10.
|
CC Estates Limited Partnership, a Massachusetts limited partnership.
|
11.
|
Cold Spring Hunt, L.P., a Pennsylvania limited partnership.
|
12.
|
Coleman-Toll Limited Partnership, a Nevada limited partnership.
|
13.
|
Dominion Country Club, L.P., a Virginia limited partnership.
|
14.
|
Estates at Princeton Junction, L.P., a New Jersey limited partnership.
|
15.
|
Estates at Rivers Edge, L.P., a Pennsylvania limited partnership.
|
16.
|
Fairfax Investment, L.P., a Virginia limited partnership.
|
17.
|
Farmwell Hunt, L.P., a Virginia limited partnership.
|
18.
|
First Brandywine Partners, L.P., a Delaware partnership.
|
19.
|
French Creek Acquisition Limited Partnership, a Pennsylvania limited partnership.
|
20.
|
Gibraltar Road LP, a Pennsylvania limited partnership.
|
21.
|
Great Falls Hunt, L.P., a Virginia limited partnership.
|
22.
|
Greens at Waynesborough, L.P., a Pennsylvania limited partnership.
|
23.
|
Greenwich Chase, L.P., a New Jersey limited partnership.
|
24.
|
Hoboken Land LP, a New Jersey limited partnership.
|
25.
|
Hockessin Chase, L.P., a Delaware limited partnership.
|
26.
|
Huckins Farm Limited Partnership, a Massachusetts limited partnership
|
27.
|
Laurel Creek, L.P., a New Jersey limited partnership.
|
28.
|
Loudoun Valley Associates, L.P., a Virginia limited partnership.
|
29.
|
NC Country Club Estates Limited Partnership, a North Carolina limited partnership.
|
30.
|
Plymouth Apartments Management LP, a Pennsylvania limited partnership.
|
31.
|
Reston Note Co. LP, a Virginia limited partnership.
|
32.
|
Silverman-Toll Limited Partnership, a Michigan limited partnership
|
33.
|
Sorrento at Dublin Ranch I LP, a California limited partnership.
|
34.
|
Sorrento at Dublin Ranch III LP, a California limited partnership.
|
35.
|
South Riding Amberlea LP, a Virginia limited partnership.
|
36.
|
South Riding, L.P., a Virginia limited partnership.
|
37.
|
South Riding Partners Amberlea LP, a Virginia limited partnership.
|
38.
|
South Riding Partners, L.P., a Virginia limited partnership.
|
39.
|
Southport Landing Limited Partnership, a Connecticut limited partnership.
|
40.
|
Springton Pointe, L.P., a Pennsylvania limited partnership.
|
41.
|
Stone Mill Estates, L.P. a Pennsylvania limited partnership.
|
42.
|
Swedesford Chase, L.P., a Pennsylvania limited partnership.
|
43.
|
TBI/Naples Limited Partnership, a Florida limited partnership.
|
44.
|
TBI/Palm Beach Limited Partnership, a Florida limited partnership.
|
45.
|
Toll at Brier Creek Limited Partnership, a North Carolina limited partnership.
|
46.
|
Toll at Honey Creek Limited Partnership, a Michigan limited partnership.
|
47.
|
Toll at Westlake, L.P., a New Jersey limited partnership.
|
48.
|
Toll at Whippoorwill, L.P., a New York limited partnership.
|
49.
|
Toll Brooklyn L.P., a New York limited partnership.
|
50.
|
Toll Brooklyn Pier GP L.P., a New York limited partnership.
|
51.
|
Toll Brooklyn Pier L.P., a New York limited partnership.
|
52.
|
Toll Brothers AZ Limited Partnership, an Arizona limited partnership.
|
53.
|
Toll CA, L.P., a California limited partnership.
|
54.
|
Toll CA II, L.P., a California limited partnership.
|
55.
|
Toll CA III, L.P., a California limited partnership.
|
56.
|
Toll CA IV, L.P., a California limited partnership.
|
57.
|
Toll CA V, L.P., a California limited partnership.
|
58.
|
Toll CA VI, L.P., a California limited partnership.
|
59.
|
Toll CA VII, L.P., a California limited partnership.
|
60.
|
Toll CA VIII, L.P., a California limited partnership.
|
61.
|
Toll CA IX, L.P., a California limited partnership.
|
62.
|
Toll CA X, L.P., a California limited partnership.
|
63.
|
Toll CA XI, L.P., a California limited partnership.
|
64.
|
Toll CA XII, L.P., a California limited partnership.
|
65.
|
Toll CA XIX, L.P., a California limited partnership.
|
66.
|
Toll CO, L.P., a Colorado limited partnership.
|
67.
|
Toll CO II, L.P., a Colorado limited partnership.
|
68.
|
Toll CO III, L.P., a Colorado limited partnership.
|
69.
|
Toll CP Limited Partnership, a Maryland limited partnership.
|
70.
|
Toll CT Limited Partnership, a Connecticut limited partnership.
|
71.
|
Toll CT II Limited Partnership, a Connecticut limited partnership.
|
72.
|
Toll CT III Limited Partnership, a Connecticut limited partnership.
|
73.
|
Toll CT IV Limited Partnership, a Connecticut limited partnership.
|
74.
|
Toll DC II LP, a District of Columbia limited partnership.
|
75.
|
Toll DE LP, a Delaware limited partnership.
|
76.
|
Toll DE II LP, a Delaware limited partnership.
|
77.
|
Toll Dolington LP, a Pennsylvania limited partnership.
|
78.
|
Toll Estero Limited Partnership, a Florida limited partnership.
|
79.
|
Toll FL Limited Partnership, a Florida limited partnership.
|
80.
|
Toll FL II Limited Partnership, a Florida limited partnership.
|
81.
|
Toll FL III Limited Partnership, a Florida limited partnership.
|
82.
|
Toll FL IV Limited Partnership, a Florida limited partnership.
|
83.
|
Toll FL V Limited Partnership, a Florida limited partnership.
|
84.
|
Toll FL VI Limited Partnership, a Florida limited partnership.
|
85.
|
Toll FL VII Limited Partnership, a Florida limited partnership.
|
86.
|
Toll FL VIII Limited Partnership, a Florida limited partnership.
|
87.
|
Toll FL X Limited Partnership, a Florida limited partnership.
|
88.
|
Toll FL XI Limited Partnership, a Florida limited partnership.
|
89.
|
Toll FL XII Limited Partnership, a Florida limited partnership.
|
90.
|
Toll French Creek LP, a Pennsylvania limited partnership.
|
91.
|
Toll Ft. Myers Limited Partnership, a Florida limited partnership.
|
92.
|
Toll GA LP, a Georgia limited partnership.
|
93.
|
Toll Gibraltar LP, a Pennsylvania limited partnership.
|
94.
|
Toll Grove LP, a New Jersey limited partnership.
|
95.
|
Toll Hudson LP, a New Jersey limited partnership.
|
96.
|
Toll IL HWCC, L.P., an Illinois limited partnership.
|
97.
|
Toll IL, L.P., an Illinois limited partnership.
|
98.
|
Toll IL II, L.P., an Illinois limited partnership.
|
99.
|
Toll IL III, L.P., an Illinois limited partnership.
|
100.
|
Toll IL IV, L.P., an Illinois limited partnership.
|
101.
|
Toll IL WSB, L.P., an Illinois limited partnership.
|
102.
|
Toll Jacksonville Limited Partnership, a Florida limited partnership.
|
103.
|
Toll Land IV Limited Partnership, a New Jersey limited partnership.
|
104.
|
Toll Land V Limited Partnership, a New York limited partnership.
|
105.
|
Toll Land VI Limited Partnership, a New York limited partnership.
|
106.
|
Toll Land IX Limited Partnership, a Virginia limited partnership.
|
107.
|
Toll Land X Limited Partnership, a Virginia limited partnership.
|
108.
|
Toll Land XI Limited Partnership, a New Jersey limited partnership.
|
109.
|
Toll Land XIV Limited Partnership, a New York limited partnership.
|
110.
|
Toll Land XV Limited Partnership, a Virginia limited partnership.
|
111.
|
Toll Land XVI Limited Partnership, a New Jersey limited partnership.
|
112.
|
Toll Land XVIII Limited Partnership, a Connecticut limited partnership.
|
113.
|
Toll Land XIX Limited Partnership, a California limited partnership.
|
114.
|
Toll Land XX Limited Partnership, a California limited partnership.
|
115.
|
Toll Land XXI Limited Partnership, a Virginia limited partnership.
|
116.
|
Toll Land XXII Limited Partnership, a California limited partnership.
|
117.
|
Toll Land XXIII Limited Partnership, a California limited partnership.
|
118.
|
Toll Land XXV Limited Partnership, a New Jersey limited partnership.
|
119.
|
Toll Land XXVI Limited Partnership, an Ohio limited partnership.
|
120.
|
Toll Livingston at Naples Limited Partnership, a Florida limited partnership.
|
121.
|
Toll MA Land Limited Partnership, a Massachusetts limited partnership.
|
122.
|
Toll MA Land II Limited Partnership, a Massachusetts limited partnership.
|
123.
|
Toll MD AF Limited Partnership, a Maryland limited partnership.
|
124.
|
Toll MD Builder I, L.P., a Maryland limited partnership.
|
125.
|
Toll MD Limited Partnership, a Maryland limited partnership.
|
126.
|
Toll MD II Limited Partnership, a Maryland limited partnership.
|
127.
|
Toll MD III Limited Partnership, a Maryland limited partnership.
|
128.
|
Toll MD IV Limited Partnership, a Maryland limited partnership.
|
129.
|
Toll MD V Limited Partnership, a Maryland limited partnership.
|
130.
|
Toll MD VI Limited Partnership, a Maryland limited partnership.
|
131.
|
Toll MD VII Limited Partnership, a Maryland limited partnership.
|
132.
|
Toll MD VIII Limited Partnership, a Maryland limited partnership.
|
133.
|
Toll MD IX Limited Partnership, a Maryland limited partnership.
|
134.
|
Toll MD X Limited Partnership, a Maryland limited partnership.
|
135.
|
Toll MD XI Limited Partnership, a Maryland limited partnership.
|
136.
|
Toll MI Limited Partnership, a Michigan limited partnership.
|
137.
|
Toll MI II Limited Partnership, a Michigan limited partnership.
|
138.
|
Toll MI III Limited Partnership, a Michigan limited partnership.
|
139.
|
Toll MI IV Limited Partnership, a Michigan limited partnership.
|
140.
|
Toll MI V Limited Partnership, a Michigan limited partnership.
|
141.
|
Toll MN, L.P., a Minnesota limited partnership.
|
142.
|
Toll MN II, L.P., a Minnesota limited partnership.
|
143.
|
Toll Naples Limited Partnership, a Florida limited partnership.
|
144.
|
Toll Naval Associates, a Pennsylvania general partnership.
|
145.
|
Toll NC, L.P., a North Carolina limited partnership.
|
146.
|
Toll NC II LP, a North Carolina limited partnership.
|
147.
|
Toll NC III LP, a North Carolina limited partnership.
|
148.
|
Toll NH Limited Partnership, a New Hampshire limited partnership.
|
149.
|
Toll NJ Builder I, L.P., a New Jersey limited partnership.
|
150.
|
Toll NJ, L.P., a New Jersey limited partnership.
|
151.
|
Toll NJ II, L.P., a New Jersey limited partnership.
|
152.
|
Toll NJ III, L.P., a New Jersey limited partnership.
|
153.
|
Toll NJ IV, L.P., a New Jersey limited partnership.
|
154.
|
Toll NJ V, L.P., a New Jersey limited partnership.
|
155.
|
Toll NJ VI, L.P., a New Jersey limited partnership.
|
156.
|
Toll NJ VII, L.P., a New Jersey limited partnership.
|
157.
|
Toll NJ VIII, L.P., a New Jersey limited partnership.
|
158.
|
Toll NJ IX, L.P., a New Jersey limited partnership.
|
159.
|
Toll NJ XI, L.P., a New Jersey limited partnership.
|
160.
|
Toll NJ XII LP, a New Jersey limited partnership.
|
161.
|
Toll Northville Limited Partnership, a Michigan limited partnership.
|
162.
|
Toll NV Limited Partnership, a Nevada limited partnership.
|
163.
|
Toll NY L.P., a New York limited partnership.
|
164.
|
Toll NY III L.P., a New York limited partnership.
|
165.
|
Toll NY IV L.P., a New York limited partnership.
|
166.
|
Toll Orlando Limited Partnership, a Florida limited partnership.
|
167.
|
Toll PA, L.P., a Pennsylvania limited partnership.
|
168.
|
Toll PA II, L.P., a Pennsylvania limited partnership.
|
169.
|
Toll PA III, L.P., a Pennsylvania limited partnership.
|
170.
|
Toll PA IV, L.P., a Pennsylvania limited partnership.
|
171.
|
Toll PA V, L.P., a Pennsylvania limited partnership.
|
172.
|
Toll PA VI, L.P., a Pennsylvania limited partnership.
|
173.
|
Toll PA VIII, L.P., a Pennsylvania limited partnership.
|
174.
|
Toll PA IX, L.P., a Pennsylvania limited partnership.
|
175.
|
Toll PA X, L.P., a Pennsylvania limited partnership.
|
176.
|
Toll PA XI, L.P., a Pennsylvania limited partnership.
|
177.
|
Toll PA XII, L.P., a Pennsylvania limited partnership.
|
178.
|
Toll PA XIII, L.P., a Pennsylvania limited partnership.
|
179.
|
Toll PA XIV, L.P., a Pennsylvania limited partnership.
|
180.
|
Toll PA XV, L.P., a Pennsylvania limited partnership.
|
181.
|
Toll PA XVI, L.P., a Pennsylvania limited partnership.
|
182.
|
Toll PA XVII, L.P., a Pennsylvania limited partnership.
|
183.
|
Toll PA XVIII, L.P., a Pennsylvania limited partnership.
|
184.
|
Toll Plaza, LP, a Pennsylvania limited partnership.
|
185.
|
Toll Realty Holdings LP, a Delaware limited partnership.
|
186.
|
Toll RI, L.P., a Rhode Island limited partnership.
|
187.
|
Toll RI II, L.P., a Rhode Island limited partnership.
|
188.
|
Toll SC, L.P., a South Carolina limited partnership.
|
189.
|
Toll SC II, L.P., a South Carolina limited partnership.
|
190.
|
Toll SC III, L.P., a South Carolina limited partnership.
|
191.
|
Toll SC IV, L.P., a South Carolina limited partnership.
|
192.
|
Toll Stonebrae LP, a California limited partnership.
|
193.
|
Toll VA, L.P., a Virginia limited partnership.
|
194.
|
Toll VA II, L.P., a Virginia limited partnership.
|
195.
|
Toll VA III, L.P., a Virginia limited partnership.
|
196.
|
Toll VA IV, L.P., a Virginia limited partnership.
|
197.
|
Toll VA V, L.P., a Virginia limited partnership.
|
198.
|
Toll VA VI, L.P., a Virginia limited partnership.
|
199.
|
Toll VA VII, L.P., a Virginia limited partnership.
|
200.
|
Toll VA VIII, L.P., a Virginia limited partnership.
|
201.
|
Toll WA LP, a Washington limited partnership.
|
202.
|
Toll WV, L.P., a West Virginia limited partnership.
|
203.
|
Toll YL, L.P., a California limited partnership.
|
204.
|
Toll YL II, L.P., a California limited partnership.
|
205.
|
Toll-Dublin, L.P., a California limited partnership.
|
206.
|
Village Partners, L.P., a Pennsylvania limited partnership.
|
207.
|
Waldon Preserve Limited Partnership, a Michigan limited partnership.
|
208.
|
West Amwell Limited Partnership, a New Jersey limited partnership.
|
209.
|
Wilson Concord, L.P., a Tennessee limited partnership.
|
210.
|
Dolington Land LP, a Pennsylvania limited partnership – owned 66.6% by one of Registrant’s subsidiaries
|
1.
|
Porter Ranch Development Co., a California joint venture.
|
1.
|
5-01 – 5-17 48
th
Avenue LLC, a New York limited liability company.
|
2.
|
5-01 – 5-17 48
th
Avenue II LLC, a New York limited liability company.
|
3.
|
5-01 – 5-17 48
th
Avenue GC LLC, a New York limited liability company.
|
4.
|
5-01 – 5-17 48
th
Avenue GC II LLC, a New York limited liability company.
|
5.
|
51 N. 8
th
Street I LLC, a New York limited liability company.
|
6.
|
51 N. 8
th
Street GC LLC, a New York limited liability company.
|
7.
|
51 N. 8
th
Street GC II LLC, a New York limited liability company.
|
8.
|
55 West 17
th
Street Partners LLC, a New York limited liability company.
|
9.
|
89 Park Avenue LLC, a New York limited liability company.
|
10.
|
100 Barrow Street LLC, a New York limited liability company.
|
11.
|
100 Barrow Street Member LLC, a New York limited liability company.
|
12.
|
110-112 Third Ave. GC LLC, a New York limited liability company.
|
13.
|
110-112 Third Ave. GC II LLC, a New York limited liability company.
|
14.
|
122-130 East 23
rd
Street LLC, a New York limited liability company.
|
15.
|
122-130 East 23
rd
Street Owner LLC, a New York limited liability company.
|
16.
|
122-130 East 23
rd
Street Owner Member LLC, a New York limited liability company.
|
17.
|
126-142 Morgan Street Urban Renewal LLC, a New Jersey limited liability company.
|
18.
|
134 Bay Street LLC, a Delaware limited liability company.
|
19.
|
353-357 Broadway LLC, a New York limited liability company.
|
20.
|
353-357 Broadway Member LLC, a New York limited liability company.
|
21.
|
353-357 Broadway Owner LLC, a New York limited liability company.
|
22.
|
353-357 Broadway Owner Member LLC, a New York limited liability company.
|
23.
|
700 Grove Street Urban Renewal, LLC, a New Jersey limited liability company.
|
24.
|
1400 Hudson LLC, a New Jersey limited liability company.
|
25.
|
1450 Washington LLC, a New Jersey limited liability company.
|
26.
|
1500 Garden St. LLC, a New Jersey limited liability company.
|
27.
|
2301 Fallston Road LLC, a Maryland limited liability company.
|
28.
|
Arbor Hills Development LLC, a Michigan limited liability company.
|
29.
|
Arbors Porter Ranch, LLC, a California limited liability company.
|
30.
|
Arthur’s Woods, LLC, a Maryland limited liability company.
|
31.
|
Belmont Country Club I LLC, a Virginia limited liability company.
|
32.
|
Belmont Country Club II LLC, a Virginia limited liability company.
|
33.
|
Belmont Investments I LLC, a Virginia limited liability company.
|
34.
|
Belmont Investments II LLC, a Virginia limited liability company.
|
35.
|
Block 255 LLC, a New Jersey limited liability company.
|
36.
|
Brier Creek Country Club I LLC, a North Carolina limited liability company.
|
37.
|
Brier Creek Country Club II LLC, a North Carolina limited liability company.
|
38.
|
C.B.A.Z. Construction Company LLC, an Arizona limited liability company.
|
39.
|
C.B.A.Z. Holding Company LLC, a Delaware limited liability company.
|
40.
|
CF Investments LLC, a Delaware limited liability company.
|
41.
|
Component Systems I LLC, a Delaware limited liability company.
|
42.
|
Component Systems II LLC, a Delaware limited liability company.
|
43.
|
Coto de Caza Investments I LLC, a California limited liability company.
|
44.
|
Coto de Caza Investments II LLC, a California limited liability company.
|
45.
|
CWG Construction Company LLC, a New Jersey limited liability company.
|
46.
|
CWG Management LLC, a New Jersey limited liability company.
|
47.
|
Dominion Valley Country Club I LLC, a Virginia limited liability company.
|
48.
|
Dominion Valley Country Club II LLC, a Virginia limited liability company.
|
49.
|
Enclave at Long Valley I LLC, a New Jersey limited liability company.
|
50.
|
Enclave at Long Valley II LLC, a New Jersey limited liability company.
|
51.
|
First Brandywine LLC I, a Delaware limited liability company.
|
52.
|
First Brandywine LLC II, a Delaware limited liability company.
|
53.
|
First Brandywine LLC III, a Delaware limited liability company.
|
54.
|
First Brandywine LLC IV, a Delaware limited liability company.
|
55.
|
French Creek Acquisition GP, LLC, a Pennsylvania limited liability company.
|
56.
|
Frenchman’s Reserve Realty, LLC, a Florida limited liability company.
|
57.
|
GB BM2 LLC, a Delaware limited liability company.
|
58.
|
GCAM REO LLC, a Delaware limited liability company.
|
59.
|
Gibraltar AB Investments LLC, a Delaware limited liability company.
|
60.
|
Gibraltar Asset Management Services LLC, a Delaware limited liability company.
|
61.
|
Gibraltar BBI Investments LLC, a Delaware limited liability company.
|
62.
|
Gibraltar BB2 LLC, a Delaware limited liability company.
|
63.
|
Gibraltar BB4 LLC, a Delaware limited liability company.
|
64.
|
Gibraltar BMI LLC, a Delaware limited liability company.
|
65.
|
Gibraltar Capital and Asset Management LLC, a Delaware limited liability company.
|
66.
|
Gibraltar CG LLC, a Delaware limited liability company.
|
67.
|
Gibraltar Commercial I LLC, a Delaware limited liability company.
|
68.
|
Gibraltar Commercial II LLC, a Delaware limited liability company.
|
69.
|
Gibraltar Commercial III LLC, a Delaware limited liability company.
|
70.
|
Gibraltar Commercial IV LLC, a Delaware limited liability company.
|
71.
|
Gibraltar Commercial V LLC, a Delaware limited liability company.
|
72.
|
Gibraltar Commercial VI LLC, a Delaware limited liability company.
|
73.
|
Gibraltar CPKY LLC, a Delaware limited liability company.
|
74.
|
Gibraltar Residential I LLC, a Delaware limited liability company.
|
75.
|
Gibraltar SSI LLC, a Delaware limited liability company.
|
76.
|
GLCR, LLC, a North Carolina limited liability company.
|
77.
|
Golden Triangle Financial LLC, a Delaware limited liability company.
|
78.
|
Golf I Country Club Estates at Moorpark LLC, a California limited liability company.
|
79.
|
Golf II Country Club Estates at Moorpark LLC, a California limited liability company.
|
80.
|
Goshen Road Land Company LLC, a Pennsylvania limited liability company.
|
81.
|
Hampton Hall Investments LLC, a South Carolina limited liability company.
|
82.
|
Harvest Drive Investments, LLC, a Delaware limited liability company.
|
83.
|
Hasentree Country Club I LLC, a North Carolina limited liability company.
|
84.
|
Hasentree Country Club II LLC, a North Carolina limited liability company.
|
85.
|
Hatboro Road Associates LLC, a Pennsylvania limited liability company.
|
86.
|
Hawthorn Woods Country Club II LLC, an Illinois limited liability company.
|
87.
|
Heritage Manor Development, LLC, a Massachusetts limited liability company.
|
88.
|
HH Investments I LLC, a Massachusetts limited liability company.
|
89.
|
HH Investments II LLC, a Massachusetts limited liability company.
|
90.
|
HM Investments LLC, a Virginia limited liability company.
|
91.
|
HM Investments II LLC, a Virginia limited liability company.
|
92.
|
Hoboken Cove LLC, a New Jersey limited liability company.
|
93.
|
Hoboken Land I LLC, a Delaware limited liability company.
|
94.
|
HW Investments I LLC, an Illinois limited liability company.
|
95.
|
HW Investments II LLC, an Illinois limited liability company.
|
96.
|
Jacksonville TBI Realty, LLC, a Florida limited liability company.
|
97.
|
Lighthouse Point Land Company, LLC, a Florida limited liability company.
|
98.
|
Liseter Land Company LLC, a Pennsylvania limited liability company.
|
99.
|
Liseter, LLC, a Delaware limited liability company.
|
100.
|
Longmeadow Properties LLC, a Maryland limited liability company.
|
101.
|
Long Meadows TBI, LLC, a Maryland limited liability company.
|
102.
|
Manalapan Hunt Investments I LLC, a New Jersey limited liability company.
|
103.
|
Manalapan Hunt Investments II LLC, a New Jersey limited liability company.
|
104.
|
Martinsburg Ventures, L.L.C., a Virginia limited liability company.
|
105.
|
Millbrook Investments I LLC, a New Jersey limited liability company.
|
106.
|
Millbrook Investments II LLC, a New Jersey limited liability company.
|
107.
|
Mizner Realty, L.L.C., a Florida limited liability company.
|
108.
|
Morgan Street JV LLC, a Delaware limited liability company.
|
109.
|
Mountain View Country Club I LLC, a California limited liability company.
|
110.
|
Mountain View Country Club II LLC, a California limited liability company.
|
111.
|
Naples TBI Realty, LLC, a Florida limited liability company.
|
112.
|
Northville Lake Village Apartments Limited Liability Company, a Michigan limited liability company.
|
113.
|
Nosan & Silverman Homes L.L.C., a Michigan limited liability company.
|
114.
|
Orlando TBI Realty LLC, a Florida limited liability company.
|
115.
|
Paramount Village LLC, a California limited liability company.
|
116.
|
Phillips Drive LLC, a Maryland limited liability company.
|
117.
|
Placentia Development Company, LLC, a California limited liability company.
|
118.
|
Plum Canyon Master LLC, a Delaware limited liability company.
|
119.
|
PRD Investors, LLC, a Delaware limited liability company.
|
120.
|
Preston Parker LLC, a Delaware limited liability company.
|
121.
|
Prince William Land I LLC, a Virginia limited liability company.
|
122.
|
Prince William Land II LLC, a Virginia limited liability company.
|
123.
|
PT Maxwell Holdings, LLC, a New Jersey limited liability company.
|
124.
|
P.T. Maxwell, L.L.C., a New Jersey limited liability company.
|
125.
|
Rancho Costera LLC, a Delaware limited liability company.
|
126.
|
Regency at Denville, LLC, a New Jersey limited liability company.
|
127.
|
Regency at Dominion Valley LLC, a Virginia limited liability company.
|
128.
|
Regency at Mansfield I LLC, a New Jersey limited liability company.
|
129.
|
Regency at Mansfield II LLC, a New Jersey limited liability company.
|
130.
|
Regency at Washington I LLC, a New Jersey limited liability company.
|
131.
|
Regency at Washington II LLC, a New Jersey limited liability company.
|
132.
|
The Regency Golf Club I LLC, a Virginia limited liability company.
|
133.
|
The Regency Golf Club II LLC, a Virginia limited liability company.
|
134.
|
Ridge at Alta Vista Investments I LLC, a Texas limited liability company.
|
135.
|
Ridge at Alta Vista Investments II LLC, a Texas limited liability company.
|
136.
|
The Ridges at Belmont Country Club I LLC, a Virginia limited liability company.
|
137.
|
The Ridges at Belmont Country Club II LLC, a Virginia limited liability company.
|
138.
|
Shapell Hold Properties No. 1, LLC, a Delaware limited liability company.
|
139.
|
Shapell Land Company, LLC, a Delaware limited liability company.
|
140.
|
Snowmass Club I LLC, a Colorado limited liability company.
|
141.
|
Snowmass Club II LLC, a Colorado limited liability company.
|
142.
|
South Riding Realty LLC, a Virginia limited liability company.
|
143.
|
SR Amberlea LLC, a Virginia limited liability company.
|
144.
|
SRH Investments I, LLC, a California limited liability company.
|
145.
|
SRH Investments II, LLC, a California limited liability company.
|
146.
|
SRLP II LLC, a Virginia limited liability company.
|
147.
|
STBI-Warrenton, LLC, a Delaware limited liability company.
|
148.
|
Stony Kill, LLC, a New York limited liability company.
|
149.
|
Tampa TBI Realty LLC, a Florida limited liability company.
|
150.
|
TB Kent Partners LLC, a Delaware limited liability company.
|
151.
|
TL Oil & Gas LLC, a Texas limited liability company.
|
152.
|
Toll Austin TX LLC, a Texas limited liability company.
|
153.
|
Toll Austin TX II LLC, a Texas limited liability company.
|
154.
|
Toll Austin TX III LLC, a Texas limited liability company.
|
155.
|
Toll BBC LLC, a Texas limited liability company.
|
156.
|
Toll BBC II LLC, a Texas limited liability company.
|
157.
|
Toll BCCC, LLC, an Illinois limited liability company.
|
158.
|
Toll Brothers Brazil Investimentos Imobiliários Ltda., a Brazilian limited liability company.
|
159.
|
Toll Brothers Fort Monmouth LLC, a New Jersey limited liability company.
|
160.
|
Toll Brothers Realty Michigan LLC, a Michigan limited liability company.
|
161.
|
Toll Brothers Realty Michigan II LLC, a Michigan limited liability company.
|
162.
|
Toll CA I LLC, a California limited liability company.
|
163.
|
Toll CA III LLC, a California limited liability company.
|
164.
|
Toll CA Note II LLC, a California limited liability company.
|
165.
|
Toll Cedar Hunt LLC, a Virginia limited liability company.
|
166.
|
Toll CO I LLC, a Colorado limited liability company.
|
167.
|
Toll College Park LLC, a Maryland limited liability company.
|
168.
|
Toll Corners LLC, a Delaware limited liability company.
|
169.
|
Toll Dallas TX LLC, a Texas limited liability company.
|
170.
|
Toll Damonte LLC, a Nevada limited liability company.
|
171.
|
Toll DC Development LLC, a Delaware limited liability company.
|
172.
|
Toll DC Holdings LLC, a Delaware limited liability company.
|
173.
|
Toll DC LLC, a Delaware limited liability company.
|
174.
|
Toll DC Management LLC, a Delaware limited liability company.
|
175.
|
Toll DC Phase III Owner LLC, a District of Columbia limited liability company.
|
176.
|
Toll-Dublin, LLC, a California limited liability company.
|
177.
|
Toll E. 33
rd
Street LLC, a Delaware limited liability company.
|
178.
|
Toll EB, LLC, a Delaware limited liability company.
|
179.
|
Toll Equipment, L.L.C., a Delaware limited liability company.
|
180.
|
Toll First Avenue LLC, a New York limited liability company.
|
181.
|
Toll FL I, LLC, a Florida limited liability company.
|
182.
|
Toll FL II LLC, a Florida limited liability company.
|
183.
|
Toll FL III LLC, a Florida limited liability company.
|
184.
|
Toll FL IV LLC, a Florida limited liability company.
|
185.
|
Toll FL V LLC, a Florida limited liability company.
|
186.
|
Toll Franklin LLC, a New York limited liability company.
|
187.
|
Toll GC LLC, a New York limited liability company.
|
188.
|
Toll GC II LLC, a New York limited liability company.
|
189.
|
Toll Gibraltar I LLC, a Pennsylvania limited liability company.
|
190.
|
Toll Gibraltar II LLC, a Pennsylvania limited liability company.
|
191.
|
Toll Glastonbury LLC, a Connecticut limited liability company.
|
192.
|
Toll Henderson LLC, a Nevada limited liability company.
|
193.
|
Toll Henderson II LLC, a Nevada limited liability company.
|
194.
|
Toll Hoboken LLC, a Delaware limited liability company.
|
195.
|
Toll Holmdel LLC, a New Jersey limited liability company.
|
196.
|
Toll Houston TX LLC, a Texas limited liability company.
|
197.
|
Toll IN LLC, an Indiana limited liability company.
|
198.
|
Toll Inspirada LLC, a Nevada limited liability company.
|
199.
|
Toll Jupiter LLC, a Florida limited liability company.
|
200.
|
Toll Land VII LLC, a New York limited liability company.
|
201.
|
Toll Landscape, L.L.C., a Delaware limited liability company.
|
202.
|
Toll Landscape II, L.L.C., a Delaware limited liability company.
|
203.
|
Toll Lexington LLC, a New York limited liability company.
|
204.
|
Toll Lexington GC LLC, a New York limited liability company.
|
205.
|
Toll MA I LLC, a Massachusetts limited liability company.
|
206.
|
Toll MA II LLC, a Massachusetts limited liability company.
|
207.
|
Toll MA III LLC, a Massachusetts limited liability company.
|
208.
|
Toll MA IV LLC, a Massachusetts limited liability company.
|
209.
|
Toll Maxwell LLC, a New Jersey limited liability company.
|
210.
|
Toll MD I, L.L.C., a Maryland limited liability company.
|
211.
|
Toll MD II LLC, a Maryland limited liability company.
|
212.
|
Toll MD III LLC, a Maryland limited liability company.
|
213.
|
Toll MD IV LLC, a Maryland limited liability company.
|
214.
|
Toll MD Realty LLC, a Maryland limited liability company.
|
215.
|
Toll Midwest LLC, a Delaware limited liability company.
|
216.
|
Toll Morgan Street LLC, a Delaware limited liability company.
|
217.
|
Toll NC I LLC, a North Carolina limited liability company.
|
218.
|
Toll NC IV LLC, a North Carolina limited liability company.
|
219.
|
Toll NC Note LLC, a North Carolina limited liability company.
|
220.
|
Toll NC Note II LLC, a North Carolina limited liability company.
|
221.
|
Toll NJ I, L.L.C., a New Jersey limited liability company.
|
222.
|
Toll NJ II, L.L.C., a New Jersey limited liability company.
|
223.
|
Toll NJ III, LLC, a New Jersey limited liability company.
|
224.
|
Toll NJ Apartments Management LLC, a New Jersey limited liability company.
|
225.
|
Toll North LV LLC, a Nevada limited liability company.
|
226.
|
Toll North Reno LLC, a Nevada limited liability company.
|
227.
|
Toll Nursery, L.L.C., a Delaware limited liability company.
|
228.
|
Toll NV Holdings LLC, a Nevada limited liability company.
|
229.
|
Toll NY II LLC, a New York limited liability company.
|
230.
|
Toll Oak Creek Golf LLC, a Maryland limited liability company.
|
231.
|
Toll Park Avenue South LLC, a Delaware limited liability company.
|
232.
|
Toll Parkland GSC LLC, a Florida limited liability company.
|
233.
|
Toll Parkland LLC, a Florida limited liability company.
|
234.
|
Toll Plaza, LLC, a Pennsylvania limited liability company.
|
235.
|
Toll Plymouth LLC, a Pennsylvania limited liability company.
|
236.
|
Toll Provost Square I LLC, a Delaware limited liability company.
|
237.
|
Toll Realty L.L.C., a Florida limited liability company.
|
238.
|
Toll San Antonio TX LLC, a Texas limited liability company.
|
239.
|
Toll Sienna Member LLC, a Texas limited liability company.
|
240.
|
Toll South LV LLC, a Nevada limited liability company.
|
241.
|
Toll South Reno LLC, a Nevada limited liability company.
|
242.
|
Toll Southwest LLC, a Nevada limited liability company.
|
243.
|
Toll Stratford LLC, a Virginia limited liability company.
|
244.
|
Toll SW Holding LLC, a Nevada limited liability company.
|
245.
|
Toll Technology Investments, L.L.C., a Delaware limited liability company.
|
246.
|
Toll Turf Management, L.L.C., a Delaware limited liability company.
|
247.
|
Toll TX Note LLC, a Texas limited liability company.
|
248.
|
Toll VA L.L.C., a Delaware limited liability company.
|
249.
|
Toll VA III L.L.C., a Virginia limited liability company.
|
250.
|
Toll Van Wyck, LLC, a New York limited liability company.
|
251.
|
Toll Vanderbilt I LLC, a Rhode Island limited liability company.
|
252.
|
Toll Vanderbilt II LLC, a Rhode Island limited liability company.
|
253.
|
Toll Washington Land I LLC, a Washington limited liability company.
|
254.
|
Toll WBLH Member LLC, a Maryland limited liability company.
|
255.
|
Toll West Coast LLC, a Delaware limited liability company.
|
256.
|
Upper K Investors, LLC, a Delaware limited liability company.
|
257.
|
Upper K-Shapell, LLC, a Delaware limited liability company.
|
258.
|
Vanderbilt Capital LLC, a Rhode Island limited liability company.
|
259.
|
Virginia Construction Co. I, LLC, a Virginia limited liability company.
|
260.
|
Virginia Construction Co. II, LLC, a Virginia limited liability company.
|
261.
|
Westminster Security Systems LLC, a Pennsylvania limited liability company.
|
262.
|
Whitehall Management Services, LLC, a Pennsylvania limited liability company.
|
263.
|
ZA2GA Wine Co, LLC, a Georgia limited liability company.
|
1.
|
Registration Statements (Form S-8 No. 333-57645 and No. 333-113721) pertaining to the Stock Incentive Plan (1998) of Toll Brothers, Inc.,
|
2.
|
Registration Statement (Form S-8 No. 333-143367) pertaining to the Stock Incentive Plan for Employees (2007) of Toll Brothers, Inc., as amended,
|
3.
|
Registration Statement (Form S-8 No. 333-144230) pertaining to the Stock Incentive Plan for Non-Employee Directors (2007) of Toll Brothers, Inc., as amended,
|
4.
|
Registration Statement (Form S-8 No. 333-148362) pertaining to the Employee Stock Purchase Plan of Toll Brothers, Inc.,
|
5.
|
Registration Statement (Form S-3 No. 333-178130) of Toll Brothers, Inc., Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp., Toll Finance Corp. and the additional registrants named therein, and in the related Prospectus,
|
6.
|
Registration Statement (Form S-4 No. 333-179380) of Toll Brothers, Inc. Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp., and the additional registrants named therein and in the related Prospectus, and
|
7.
|
Registration Statement (Form S-8 No. 333-194533) pertaining to the Toll Brothers, Inc. Stock Incentive Plan for Employees (2014);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Signed:
|
|
/s/ Douglas C. Yearley, Jr.
|
|
|
|
Name: Douglas C. Yearley, Jr.
|
|
|
|
Title: Chief Executive Officer
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Signed:
|
|
/s/ Martin P. Connor
|
|
|
|
Name: Martin P. Connor
|
|
|
|
Title: Chief Financial Officer
|
By:
|
|
/s/ Douglas C. Yearley Jr.
|
|
|
Name: Douglas C. Yearley Jr.
|
|
|
Title: Chief Executive Officer
|
By:
|
|
/s/ Martin P. Connor
|
|
|
Name: Martin P. Connor
|
|
|
Title: Chief Financial Officer
|