þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of
incorporation or organization)
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23-2416878
(I.R.S. Employer
Identification No.)
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250 Gibraltar Road, Horsham, Pennsylvania
(Address of principal executive offices)
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19044
(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Page No.
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April 30,
2015 |
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October 31,
2014 |
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(unaudited)
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ASSETS
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Cash and cash equivalents
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$
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532,157
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$
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586,315
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Marketable securities
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10,015
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12,026
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Restricted cash
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17,962
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18,342
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Inventory
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6,724,343
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6,490,321
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Property, construction, and office equipment, net
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141,143
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143,010
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Receivables, prepaid expenses, and other assets
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258,958
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251,572
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Mortgage loans held for sale
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80,864
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101,944
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Customer deposits held in escrow
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44,399
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42,073
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Investments in and advances to unconsolidated entities
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467,259
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447,078
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Investments in distressed loans and foreclosed real estate
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65,938
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73,800
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Deferred tax assets, net of valuation allowances
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244,643
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250,421
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$
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8,587,681
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$
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8,416,902
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LIABILITIES AND EQUITY
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Liabilities
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Loans payable
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$
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674,817
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$
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654,261
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Senior notes
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2,655,798
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2,655,044
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Mortgage company loan facility
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70,052
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90,281
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Customer deposits
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275,347
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223,799
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Accounts payable
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233,675
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225,347
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Accrued expenses
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586,411
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581,477
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Income taxes payable
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37,641
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125,996
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Total liabilities
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4,533,741
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4,556,205
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Equity
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Stockholders’ equity
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Preferred stock, none issued
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—
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—
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Common stock, 177,930 shares issued at both April 30, 2015 and October 31, 2014
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1,779
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1,779
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Additional paid-in capital
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722,303
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712,162
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Retained earnings
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3,381,290
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3,232,035
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Treasury stock, at cost — 1,830 and 2,884 shares at April 30, 2015 and October 31, 2014, respectively
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(55,980
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)
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(88,762
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)
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Accumulated other comprehensive loss
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(3,051
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)
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(2,838
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)
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Total stockholders’ equity
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4,046,341
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3,854,376
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Noncontrolling interest
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7,599
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6,321
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Total equity
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4,053,940
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3,860,697
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$
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8,587,681
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$
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8,416,902
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Six months ended April 30,
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Three months ended April 30,
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2015
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2014
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2015
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2014
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Revenues
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$
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1,706,035
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$
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1,504,055
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$
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852,583
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$
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860,374
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Cost of revenues
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1,328,544
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1,202,030
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678,512
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687,998
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Selling, general and administrative
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213,999
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202,190
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107,685
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104,320
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1,542,543
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1,404,220
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786,197
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792,318
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Income from operations
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163,492
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99,835
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66,386
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68,056
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Other:
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Income from unconsolidated entities
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11,128
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37,242
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6,227
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14,327
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Other income - net
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35,935
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27,642
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13,919
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11,101
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Income before income taxes
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210,555
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164,719
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86,532
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93,484
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Income tax provision
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61,300
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53,917
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18,602
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28,262
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Net income
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$
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149,255
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$
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110,802
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$
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67,930
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$
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65,222
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Other comprehensive (loss) income, net of tax:
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Change in pension liability
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(201
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)
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156
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(23
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)
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103
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Change in fair value of available-for-sale securities
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2
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(22
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)
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9
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Unrealized (loss) income on derivative held by equity investee
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(14
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)
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223
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(7
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)
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(18
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Other comprehensive (loss) income
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(213
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357
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(30
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94
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Total comprehensive income
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$
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149,042
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$
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111,159
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$
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67,900
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$
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65,316
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Income per share:
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Basic
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$
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0.85
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$
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0.63
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$
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0.38
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$
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0.37
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Diluted
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$
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0.81
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$
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0.60
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$
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0.37
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$
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0.35
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Weighted-average number of shares:
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Basic
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176,267
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177,278
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176,458
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178,082
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Diluted
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184,472
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185,665
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184,838
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186,442
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Six months ended April 30,
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||||||
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2015
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2014
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||||
Cash flow used in operating activities:
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Net income
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$
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149,255
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$
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110,802
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Adjustments to reconcile net income to net cash used in operating activities:
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Depreciation and amortization
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11,772
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11,095
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Stock-based compensation
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12,552
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12,294
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Excess tax benefits from stock-based compensation
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(3,045
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)
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(1,841
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)
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Income from unconsolidated entities
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(11,128
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)
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(37,242
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)
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Distributions of earnings from unconsolidated entities
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11,490
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39,471
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Income from distressed loans and foreclosed real estate
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(5,205
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)
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(7,934
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)
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Deferred tax provision
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7,197
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18,864
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Change in deferred tax valuation allowances
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(1,290
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)
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(1,226
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)
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Inventory impairments and write-offs
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13,310
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3,906
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Change in fair value of mortgage loans held for sale and derivative instruments
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245
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429
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Gain on sale of marketable securities
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(6
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)
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|||
Changes in operating assets and liabilities
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Increase in inventory
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(201,915
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)
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(319,826
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)
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Origination of mortgage loans
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(382,718
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)
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(308,466
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)
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Sale of mortgage loans
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403,197
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|
352,349
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Decrease in restricted cash
|
380
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|
|
9,494
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|
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Increase in receivables, prepaid expenses, and other assets
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(14,387
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)
|
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(4,587
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)
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Increase in customer deposits
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49,222
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|
|
28,994
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|
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Increase in accounts payable and accrued expenses
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8,436
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|
|
21,973
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|
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(Decrease) increase in income taxes payable
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(85,310
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)
|
|
5,272
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|
||
Net cash used in operating activities
|
(37,942
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)
|
|
(66,185
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)
|
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Cash flow used in investing activities:
|
|
|
|
||||
Purchase of property and equipment — net
|
(5,884
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)
|
|
(5,767
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)
|
||
Sale and redemption of marketable securities
|
2,000
|
|
|
39,243
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|
||
Investment in and advances to unconsolidated entities
|
(27,705
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)
|
|
(80,654
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)
|
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Return of investments in unconsolidated entities
|
10,637
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|
|
39,014
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|
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Investment in distressed loans and foreclosed real estate
|
(1,697
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)
|
|
(757
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)
|
||
Return of investments in distressed loans and foreclosed real estate
|
14,592
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|
|
22,424
|
|
||
Net increase in cash from purchase of joint venture interest
|
3,848
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|
|
|
||
Acquisition of a business, net of cash acquired
|
|
|
|
(1,489,116
|
)
|
||
Net cash used in investing activities
|
(4,209
|
)
|
|
(1,475,613
|
)
|
||
Cash flow (used in) provided by financing activities:
|
|
|
|
||||
Proceeds from issuance of senior notes
|
|
|
|
600,000
|
|
||
Debt issuance costs for senior notes
|
|
|
|
(4,700
|
)
|
||
Proceeds from loans payable
|
529,053
|
|
|
1,597,562
|
|
||
Debt issuance costs for loans payable
|
|
|
|
(3,005
|
)
|
||
Principal payments of loans payable
|
(572,838
|
)
|
|
(1,046,677
|
)
|
||
Redemption of senior notes
|
|
|
|
(267,960
|
)
|
||
Net proceeds from issuance of common stock
|
|
|
|
220,357
|
|
||
Proceeds from stock-based benefit plans
|
34,057
|
|
|
23,333
|
|
||
Excess tax benefits from stock-based compensation
|
3,045
|
|
|
1,841
|
|
||
Purchase of treasury stock
|
(6,616
|
)
|
|
(185
|
)
|
||
Receipts related to noncontrolling interest
|
1,292
|
|
|
81
|
|
||
Net cash (used in) provided by financing activities
|
(12,007
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)
|
|
1,120,647
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|
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Net decrease in cash and cash equivalents
|
(54,158
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)
|
|
(421,151
|
)
|
||
Cash and cash equivalents, beginning of period
|
586,315
|
|
|
772,972
|
|
||
Cash and cash equivalents, end of period
|
$
|
532,157
|
|
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$
|
351,821
|
|
|
April 30,
2015 |
|
October 31,
2014 |
||||
Land controlled for future communities
|
$
|
58,985
|
|
|
$
|
122,533
|
|
Land owned for future communities
|
2,229,518
|
|
|
2,355,874
|
|
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Operating communities
|
4,435,840
|
|
|
4,011,914
|
|
||
|
$
|
6,724,343
|
|
|
$
|
6,490,321
|
|
|
April 30,
2015 |
|
October 31,
2014 |
||||
Land owned for future communities:
|
|
|
|
||||
Number of communities
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18
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|
|
16
|
|
||
Carrying value (in thousands)
|
$
|
156,267
|
|
|
$
|
122,015
|
|
Operating communities:
|
|
|
|
||||
Number of communities
|
8
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|
|
9
|
|
||
Carrying value (in thousands)
|
$
|
23,025
|
|
|
$
|
42,092
|
|
|
Six months ended April 30,
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Three months ended April 30,
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||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Land controlled for future communities
|
$
|
610
|
|
|
$
|
1,006
|
|
|
$
|
366
|
|
|
$
|
324
|
|
Land owned for future communities
|
700
|
|
|
|
|
|
700
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|
|
|
|||||
Operating communities
|
12,000
|
|
|
2,900
|
|
|
11,100
|
|
|
1,600
|
|
||||
|
$
|
13,310
|
|
|
$
|
3,906
|
|
|
$
|
12,166
|
|
|
$
|
1,924
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Interest capitalized, beginning of period
|
$
|
356,180
|
|
|
$
|
343,077
|
|
|
$
|
364,228
|
|
|
$
|
356,618
|
|
Interest incurred
|
80,458
|
|
|
82,628
|
|
|
39,954
|
|
|
42,684
|
|
||||
Interest expensed to cost of revenues
|
(57,953
|
)
|
|
(54,585
|
)
|
|
(29,576
|
)
|
|
(29,145
|
)
|
||||
Write-off against other income
|
(1,738
|
)
|
|
(1,039
|
)
|
|
(410
|
)
|
|
(722
|
)
|
||||
Interest capitalized on investments in unconsolidated entities
|
(4,825
|
)
|
|
(4,757
|
)
|
|
(2,074
|
)
|
|
(2,300
|
)
|
||||
Previously capitalized interest on investments in unconsolidated entities transferred to inventory
|
772
|
|
|
1,811
|
|
|
772
|
|
|
|
|
||||
Interest capitalized, end of period
|
$
|
372,894
|
|
|
$
|
367,135
|
|
|
$
|
372,894
|
|
|
$
|
367,135
|
|
|
Land
Development Joint Ventures |
|
Home Building
Joint Ventures |
|
Rental Property
Joint Ventures |
|
Structured
Asset Joint Venture |
|
Total
|
||||||||||
Number of investments in unconsolidated entities
|
7
|
|
4
|
|
10
|
|
1
|
|
22
|
||||||||||
Investment in unconsolidated entities
|
$
|
144,103
|
|
|
$
|
205,253
|
|
|
$
|
100,939
|
|
|
$
|
16,964
|
|
|
$
|
467,259
|
|
Number of unconsolidated entities with funding commitments by the Company
|
4
|
|
2
|
|
4
|
|
—
|
|
|
10
|
|||||||||
Company's remaining funding commitment to unconsolidated entities
|
$
|
31,180
|
|
|
$
|
29,887
|
|
|
$
|
19,807
|
|
|
$
|
—
|
|
|
$
|
80,874
|
|
|
Land
Development Joint Ventures |
|
Home Building
Joint Ventures |
|
Rental Property
Joint Ventures |
|
Total
|
||||||||
Number of joint ventures with debt financing
|
3
|
|
2
|
|
8
|
|
13
|
||||||||
Aggregate loan commitments
|
$
|
175,000
|
|
|
$
|
222,000
|
|
|
$
|
734,685
|
|
|
$
|
1,131,685
|
|
Amounts borrowed under commitments
|
$
|
111,506
|
|
|
$
|
78,906
|
|
|
$
|
431,584
|
|
|
$
|
621,996
|
|
|
April 30, 2015
|
||||||||||||||||||
|
Land
Development
Joint Ventures
|
|
Home Building
Joint Ventures
|
|
Rental Property
Joint Ventures
|
|
Structured
Asset
Joint Venture
|
|
Total
|
||||||||||
Cash and cash equivalents
|
$
|
29,519
|
|
|
$
|
13,378
|
|
|
$
|
32,607
|
|
|
$
|
13,347
|
|
|
$
|
88,851
|
|
Inventory
|
245,998
|
|
|
627,461
|
|
|
|
|
|
|
|
|
873,459
|
|
|||||
Non-performing loan portfolio
|
|
|
|
|
|
|
41,522
|
|
|
41,522
|
|
||||||||
Rental properties
|
|
|
|
|
245,087
|
|
|
|
|
|
245,087
|
|
|||||||
Rental properties under development
|
|
|
|
|
330,394
|
|
|
|
|
330,394
|
|
||||||||
Real estate owned (“REO”)
|
|
|
|
|
|
|
162,843
|
|
|
162,843
|
|
||||||||
Other assets (1)
|
55,346
|
|
|
69,551
|
|
|
12,773
|
|
|
77,990
|
|
|
215,660
|
|
|||||
Total assets
|
$
|
330,863
|
|
|
$
|
710,390
|
|
|
$
|
620,861
|
|
|
$
|
295,702
|
|
|
$
|
1,957,816
|
|
Debt (1)
|
$
|
112,620
|
|
|
$
|
86,186
|
|
|
$
|
431,584
|
|
|
$
|
77,950
|
|
|
$
|
708,340
|
|
Other liabilities
|
31,308
|
|
|
56,870
|
|
|
29,922
|
|
|
5
|
|
|
118,105
|
|
|||||
Members’ equity
|
186,935
|
|
|
567,334
|
|
|
159,355
|
|
|
87,111
|
|
|
1,000,735
|
|
|||||
Noncontrolling interest
|
|
|
|
|
|
|
|
130,636
|
|
|
130,636
|
|
|||||||
Total liabilities and equity
|
$
|
330,863
|
|
|
$
|
710,390
|
|
|
$
|
620,861
|
|
|
$
|
295,702
|
|
|
$
|
1,957,816
|
|
Company’s net investment in unconsolidated entities (2)
|
$
|
144,103
|
|
|
$
|
205,253
|
|
|
$
|
100,939
|
|
|
$
|
16,964
|
|
|
$
|
467,259
|
|
|
October 31, 2014
|
||||||||||||||||||
|
Land
Development 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
|
|
(1)
|
Included in other assets of the Structured Asset Joint Venture at
April 30, 2015
and
October 31, 2014
is
$78.0 million
of restricted cash held in a defeasance account which 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 six months ended April 30, 2015
|
||||||||||||||||||
|
Land
Development Joint Ventures |
|
Home Building
Joint Ventures |
|
Rental Property
Joint Ventures |
|
Structured
Asset Joint Venture |
|
Total
|
||||||||||
Revenues
|
$
|
31,759
|
|
|
$
|
36,259
|
|
|
$
|
15,327
|
|
|
$
|
2,961
|
|
|
$
|
86,306
|
|
Cost of revenues
|
16,116
|
|
|
31,358
|
|
|
7,227
|
|
|
8,848
|
|
|
63,549
|
|
|||||
Other expenses
|
533
|
|
|
2,876
|
|
|
8,698
|
|
|
592
|
|
|
12,699
|
|
|||||
Total expenses
|
16,649
|
|
|
34,234
|
|
|
15,925
|
|
|
9,440
|
|
|
76,248
|
|
|||||
Gain on disposition of loans and REO
|
|
|
|
|
|
|
|
|
|
23,586
|
|
|
23,586
|
|
|||||
Income (loss) from operations
|
15,110
|
|
|
2,025
|
|
|
(598
|
)
|
|
17,107
|
|
|
33,644
|
|
|||||
Other income
|
11
|
|
|
341
|
|
|
|
|
|
1,355
|
|
|
1,707
|
|
|||||
Net income (loss)
|
15,121
|
|
|
2,366
|
|
|
(598
|
)
|
|
18,462
|
|
|
35,351
|
|
|||||
Less: income attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
(11,077
|
)
|
|
(11,077
|
)
|
||||||
Net income (loss) attributable to controlling interest
|
15,121
|
|
|
2,366
|
|
|
(598
|
)
|
|
7,385
|
|
|
24,274
|
|
|||||
Other comprehensive loss
|
|
|
|
|
(45
|
)
|
|
|
|
(45
|
)
|
||||||||
Total comprehensive income (loss)
|
$
|
15,121
|
|
|
$
|
2,366
|
|
|
$
|
(643
|
)
|
|
$
|
7,385
|
|
|
$
|
24,229
|
|
Company’s equity in earnings of unconsolidated entities (3)
|
$
|
5,381
|
|
|
$
|
1,458
|
|
|
$
|
2,815
|
|
|
$
|
1,474
|
|
|
$
|
11,128
|
|
|
For the six months ended April 30, 2014
|
||||||||||||||||||
|
Land
Development Joint Ventures |
|
Home Building
Joint Ventures |
|
Rental Property
Joint Ventures |
|
Structured
Asset Joint Venture |
|
Total
|
||||||||||
Revenues
|
$
|
111,950
|
|
|
$
|
23,228
|
|
|
$
|
17,006
|
|
|
$
|
3,789
|
|
|
$
|
155,973
|
|
Cost of revenues
|
62,170
|
|
|
21,825
|
|
|
7,390
|
|
|
6,482
|
|
|
97,867
|
|
|||||
Other expenses
|
465
|
|
|
2,047
|
|
|
21,558
|
|
|
874
|
|
|
24,944
|
|
|||||
Total expenses
|
62,635
|
|
|
23,872
|
|
|
28,948
|
|
|
7,356
|
|
|
122,811
|
|
|||||
Gain on disposition of loans and REO
|
|
|
|
|
|
|
|
|
|
6,458
|
|
|
6,458
|
|
|||||
Income (loss) from operations
|
49,315
|
|
|
(644
|
)
|
|
(11,942
|
)
|
|
2,891
|
|
|
39,620
|
|
|||||
Other income
|
5
|
|
|
201
|
|
|
43,199
|
|
|
1,533
|
|
|
44,938
|
|
|||||
Net income (loss)
|
49,320
|
|
|
(443
|
)
|
|
31,257
|
|
|
4,424
|
|
|
84,558
|
|
|||||
Less: income attributable to noncontrolling interest
|
|
|
|
|
|
|
(2,654
|
)
|
|
(2,654
|
)
|
||||||||
Net income (loss) attributable to controlling interest
|
49,320
|
|
|
(443
|
)
|
|
31,257
|
|
|
1,770
|
|
|
81,904
|
|
|||||
Other comprehensive income
|
|
|
|
|
729
|
|
|
|
|
729
|
|
||||||||
Total comprehensive income (loss)
|
$
|
49,320
|
|
|
$
|
(443
|
)
|
|
$
|
31,986
|
|
|
$
|
1,770
|
|
|
$
|
82,633
|
|
Company’s equity in earnings of unconsolidated entities (3)
|
$
|
103
|
|
|
$
|
327
|
|
|
$
|
36,622
|
|
|
$
|
190
|
|
|
$
|
37,242
|
|
|
For the three months ended April 30, 2015
|
||||||||||||||||||
|
Land
Development Joint Ventures |
|
Home Building
Joint Ventures |
|
Rental Property
Joint Ventures |
|
Structured
Asset Joint Venture |
|
Total
|
||||||||||
Revenues
|
$
|
13,484
|
|
|
$
|
16,965
|
|
|
$
|
7,716
|
|
|
$
|
2,072
|
|
|
$
|
40,237
|
|
Cost of revenues
|
6,486
|
|
|
14,445
|
|
|
3,958
|
|
|
2,773
|
|
|
27,662
|
|
|||||
Other expenses
|
299
|
|
|
1,301
|
|
|
4,309
|
|
|
266
|
|
|
6,175
|
|
|||||
Total expenses
|
6,785
|
|
|
15,746
|
|
|
8,267
|
|
|
3,039
|
|
|
33,837
|
|
|||||
Gain on disposition of loans and REO
|
|
|
|
|
|
|
|
|
|
15,955
|
|
|
15,955
|
|
|||||
Income (loss) from operations
|
6,699
|
|
|
1,219
|
|
|
(551
|
)
|
|
14,988
|
|
|
22,355
|
|
|||||
Other income
|
11
|
|
|
268
|
|
|
|
|
|
768
|
|
|
1,047
|
|
|||||
Net income (loss)
|
6,710
|
|
|
1,487
|
|
|
(551
|
)
|
|
15,756
|
|
|
23,402
|
|
|||||
Less: income attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
(9,454
|
)
|
|
(9,454
|
)
|
||||||
Net income (loss) attributable to controlling interest
|
6,710
|
|
|
1,487
|
|
|
(551
|
)
|
|
6,302
|
|
|
13,948
|
|
|||||
Other comprehensive loss
|
|
|
|
|
(23
|
)
|
|
|
|
(23
|
)
|
||||||||
Total comprehensive income (loss)
|
$
|
6,710
|
|
|
$
|
1,487
|
|
|
$
|
(574
|
)
|
|
$
|
6,302
|
|
|
$
|
13,925
|
|
Company’s equity in earnings of unconsolidated entities (3)
|
$
|
2,939
|
|
|
$
|
916
|
|
|
$
|
1,114
|
|
|
$
|
1,258
|
|
|
$
|
6,227
|
|
|
For the three months ended April 30, 2014
|
||||||||||||||||||
|
Land
Development Joint Ventures |
|
Home Building
Joint Ventures |
|
Rental Property
Joint Ventures |
|
Structured
Asset Joint Venture |
|
Total
|
||||||||||
Revenues
|
$
|
110,406
|
|
|
$
|
11,647
|
|
|
$
|
7,557
|
|
|
$
|
3,505
|
|
|
$
|
133,115
|
|
Cost of revenues
|
61,488
|
|
|
11,451
|
|
|
3,419
|
|
|
4,132
|
|
|
80,490
|
|
|||||
Other expenses
|
210
|
|
|
1,047
|
|
|
9,504
|
|
|
415
|
|
|
11,176
|
|
|||||
Total expenses
|
61,698
|
|
|
12,498
|
|
|
12,923
|
|
|
4,547
|
|
|
91,666
|
|
|||||
Gain on disposition of loans and REO
|
|
|
|
|
|
|
|
|
|
2,551
|
|
|
2,551
|
|
|||||
Income (loss) from operations
|
48,708
|
|
|
(851
|
)
|
|
(5,366
|
)
|
|
1,509
|
|
|
44,000
|
|
|||||
Other income
|
4
|
|
|
162
|
|
|
342
|
|
|
1,409
|
|
|
1,917
|
|
|||||
Net income (loss)
|
48,712
|
|
|
(689
|
)
|
|
(5,024
|
)
|
|
2,918
|
|
|
45,917
|
|
|||||
Less: income attributable to noncontrolling interest
|
|
|
|
|
|
|
(1,751
|
)
|
|
(1,751
|
)
|
||||||||
Net income (loss) attributable to controlling interest
|
48,712
|
|
|
(689
|
)
|
|
(5,024
|
)
|
|
1,167
|
|
|
44,166
|
|
|||||
Other comprehensive loss
|
|
|
|
|
(56
|
)
|
|
|
|
(56
|
)
|
||||||||
Total comprehensive income (loss)
|
$
|
48,712
|
|
|
$
|
(689
|
)
|
|
$
|
(5,080
|
)
|
|
$
|
1,167
|
|
|
$
|
44,110
|
|
Company’s equity in earnings of unconsolidated entities (3)
|
$
|
135
|
|
|
$
|
145
|
|
|
$
|
12,872
|
|
|
$
|
1,175
|
|
|
$
|
14,327
|
|
(3)
|
Differences between our equity in earnings of unconsolidated entities and the underlying net income (loss) of the entities are primarily a result of 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 our cost basis of the home sites acquired.
|
|
April 30,
2015 |
|
October 31,
2014 |
||||
Investment in distressed loans
|
$
|
2,258
|
|
|
$
|
4,001
|
|
Investment in REO
|
63,680
|
|
|
69,799
|
|
||
|
$
|
65,938
|
|
|
$
|
73,800
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Balance, beginning of period
|
$
|
69,799
|
|
|
$
|
72,972
|
|
|
$
|
66,934
|
|
|
$
|
79,267
|
|
Additions
|
1,904
|
|
|
8,036
|
|
|
227
|
|
|
871
|
|
||||
Sales
|
(7,668
|
)
|
|
(4,192
|
)
|
|
(3,382
|
)
|
|
(3,384
|
)
|
||||
Impairments
|
(183
|
)
|
|
(2
|
)
|
|
(14
|
)
|
|
(2
|
)
|
||||
Depreciation
|
(172
|
)
|
|
(162
|
)
|
|
(85
|
)
|
|
(100
|
)
|
||||
Balance, end of period
|
$
|
63,680
|
|
|
$
|
76,652
|
|
|
$
|
63,680
|
|
|
$
|
76,652
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Gains from acquisition of REO through foreclosure
|
$
|
230
|
|
|
$
|
1,523
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
|
April 30,
2015 |
|
October 31,
2014 |
||||
Senior unsecured term loan
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
Loans payable - other
|
|
174,817
|
|
|
154,261
|
|
||
|
|
$
|
674,817
|
|
|
$
|
654,261
|
|
|
April 30,
2015 |
|
October 31,
2014 |
||||
Land, land development and construction
|
$
|
107,041
|
|
|
$
|
124,816
|
|
Compensation and employee benefits
|
125,306
|
|
|
118,607
|
|
||
Self-insurance
|
108,575
|
|
|
100,407
|
|
||
Warranty
|
83,057
|
|
|
86,282
|
|
||
Interest
|
33,436
|
|
|
33,993
|
|
||
Commitments to unconsolidated entities
|
4,919
|
|
|
3,293
|
|
||
Other
|
124,077
|
|
|
114,079
|
|
||
|
$
|
586,411
|
|
|
$
|
581,477
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Balance, beginning of period
|
$
|
86,282
|
|
|
$
|
43,819
|
|
|
$
|
84,695
|
|
|
$
|
42,688
|
|
Additions - homes closed during the period
|
8,253
|
|
|
7,302
|
|
|
4,335
|
|
|
4,205
|
|
||||
Addition - Shapell liabilities acquired
|
|
|
|
9,244
|
|
|
|
|
|
9,244
|
|
||||
Increase in accruals for homes closed in prior years
|
1,309
|
|
|
1,421
|
|
|
441
|
|
|
1,077
|
|
||||
Charges incurred
|
(12,787
|
)
|
|
(9,207
|
)
|
|
(6,414
|
)
|
|
(4,635
|
)
|
||||
Balance, end of period
|
$
|
83,057
|
|
|
$
|
52,579
|
|
|
$
|
83,057
|
|
|
$
|
52,579
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Total stock-based compensation expense recognized
|
$
|
12,552
|
|
|
$
|
12,294
|
|
|
$
|
5,106
|
|
|
$
|
4,625
|
|
Income tax benefit recognized
|
$
|
4,736
|
|
|
$
|
4,619
|
|
|
$
|
1,927
|
|
|
$
|
1,647
|
|
|
|
Six months ended April 30, 2015
|
||||||||||||||
|
|
Employee retirement plans
|
|
Available-for-sale securities
|
|
Derivative instruments
|
|
Total
|
||||||||
Balance, beginning of period
|
|
$
|
(2,789
|
)
|
|
$
|
(2
|
)
|
|
$
|
(47
|
)
|
|
$
|
(2,838
|
)
|
Other comprehensive (loss) income before reclassifications
|
|
(754
|
)
|
|
3
|
|
|
(22
|
)
|
|
(773
|
)
|
||||
Gross amounts reclassified from accumulated other comprehensive income
|
|
432
|
|
|
|
|
|
|
|
432
|
|
|||||
Income tax benefit (expense)
|
|
121
|
|
|
(1
|
)
|
|
8
|
|
|
128
|
|
||||
Other comprehensive (loss) income, net of tax
|
|
(201
|
)
|
|
2
|
|
|
(14
|
)
|
|
(213
|
)
|
||||
Balance, end of period
|
|
$
|
(2,990
|
)
|
|
$
|
—
|
|
|
$
|
(61
|
)
|
|
$
|
(3,051
|
)
|
|
|
Six months ended April 30, 2014
|
||||||||||||||
|
|
Employee retirement plans
|
|
Available-for-sale securities
|
|
Derivative instruments
|
|
Total
|
||||||||
Balance, beginning of period
|
|
$
|
(2,112
|
)
|
|
$
|
(5
|
)
|
|
$
|
(270
|
)
|
|
$
|
(2,387
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(77
|
)
|
|
(29
|
)
|
|
365
|
|
|
259
|
|
||||
Gross amounts reclassified from accumulated other comprehensive income (loss)
|
|
328
|
|
|
(6
|
)
|
|
|
|
322
|
|
|||||
Income tax (expense) benefit
|
|
(95
|
)
|
|
13
|
|
|
(142
|
)
|
|
(224
|
)
|
||||
Other comprehensive income (loss), net of tax
|
|
156
|
|
|
(22
|
)
|
|
223
|
|
|
357
|
|
||||
Balance, end of period
|
|
$
|
(1,956
|
)
|
|
$
|
(27
|
)
|
|
$
|
(47
|
)
|
|
$
|
(2,030
|
)
|
|
|
Three months ended April 30, 2015
|
||||||||||||||
|
|
Employee retirement plans
|
|
Available-for-sale securities
|
|
Derivative instruments
|
|
Total
|
||||||||
Balance, beginning of period
|
|
$
|
(2,967
|
)
|
|
$
|
—
|
|
|
$
|
(54
|
)
|
|
$
|
(3,021
|
)
|
Other comprehensive loss before reclassifications
|
|
(253
|
)
|
|
|
|
(11
|
)
|
|
(264
|
)
|
|||||
Gross amounts reclassified from accumulated other comprehensive income
|
|
216
|
|
|
|
|
|
|
216
|
|
||||||
Income tax benefit
|
|
14
|
|
|
|
|
4
|
|
|
18
|
|
|||||
Other comprehensive loss, net of tax
|
|
(23
|
)
|
|
—
|
|
|
(7
|
)
|
|
(30
|
)
|
||||
Balance, end of period
|
|
$
|
(2,990
|
)
|
|
$
|
—
|
|
|
$
|
(61
|
)
|
|
$
|
(3,051
|
)
|
|
|
Three months ended April 30, 2014
|
||||||||||||||
|
|
Employee retirement plans
|
|
Available-for-sale securities
|
|
Derivative instruments
|
|
Total
|
||||||||
Balance, beginning of period
|
|
$
|
(2,059
|
)
|
|
$
|
(36
|
)
|
|
$
|
(29
|
)
|
|
$
|
(2,124
|
)
|
Other comprehensive loss before reclassifications
|
|
|
|
|
|
(28
|
)
|
|
(28
|
)
|
||||||
Gross amounts reclassified from accumulated other comprehensive income
|
|
164
|
|
|
15
|
|
|
|
|
179
|
|
|||||
Income tax (expense) benefit
|
|
(61
|
)
|
|
(6
|
)
|
|
10
|
|
|
(57
|
)
|
||||
Other comprehensive income (loss), net of tax
|
|
103
|
|
|
9
|
|
|
(18
|
)
|
|
94
|
|
||||
Balance, end of period
|
|
$
|
(1,956
|
)
|
|
$
|
(27
|
)
|
|
$
|
(47
|
)
|
|
$
|
(2,030
|
)
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Number of shares purchased (in thousands)
|
211
|
|
|
5
|
|
|
10
|
|
|
3
|
|
||||
Average price per share
|
$
|
31.40
|
|
|
$
|
34.71
|
|
|
$
|
37.83
|
|
|
$
|
36.04
|
|
Remaining authorization at April 30 (in thousands)
|
19,989
|
|
|
8,263
|
|
|
19,989
|
|
|
8,263
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income as reported
|
$
|
149,255
|
|
|
$
|
110,802
|
|
|
$
|
67,930
|
|
|
$
|
65,222
|
|
Plus interest and costs attributable to 0.5% Exchangeable Senior Notes, net of income tax benefit
|
786
|
|
|
789
|
|
|
392
|
|
|
392
|
|
||||
Numerator for diluted earnings per share
|
$
|
150,041
|
|
|
$
|
111,591
|
|
|
$
|
68,322
|
|
|
$
|
65,614
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average shares
|
176,267
|
|
|
177,278
|
|
|
176,458
|
|
|
178,082
|
|
||||
Common stock equivalents (a)
|
2,347
|
|
|
2,529
|
|
|
2,522
|
|
|
2,502
|
|
||||
Shares attributable to 0.5% Exchangeable Senior Notes
|
5,858
|
|
|
5,858
|
|
|
5,858
|
|
|
5,858
|
|
||||
Diluted weighted-average shares
|
184,472
|
|
|
185,665
|
|
|
184,838
|
|
|
186,442
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other information:
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of antidilutive options and restricted stock units (b)
|
2,091
|
|
|
1,426
|
|
|
1,814
|
|
|
1,249
|
|
||||
Shares issued under stock incentive and employee stock purchase plans
|
1,265
|
|
|
1,225
|
|
|
588
|
|
|
212
|
|
(a)
|
Common stock equivalents represent the dilutive effect of outstanding in-the-money stock options using the treasury stock method and shares expected to be issued under performance-based restricted stock units and nonperformance-based restricted stock units.
|
(b)
|
Based upon the average closing price of our common stock on the NYSE for the period.
|
|
|
|
Fair value
|
||||||
Financial Instrument
|
Fair value
hierarchy
|
|
April 30,
2015 |
|
October 31, 2014
|
||||
Marketable Securities
|
Level 2
|
|
$
|
10,015
|
|
|
$
|
12,026
|
|
Residential Mortgage Loans Held for Sale
|
Level 2
|
|
$
|
80,864
|
|
|
$
|
101,944
|
|
Forward Loan Commitments—Residential Mortgage Loans Held for Sale
|
Level 2
|
|
$
|
16
|
|
|
$
|
(341
|
)
|
Interest Rate Lock Commitments (“IRLCs”)
|
Level 2
|
|
$
|
(969
|
)
|
|
$
|
(108
|
)
|
Forward Loan Commitments—IRLCs
|
Level 2
|
|
$
|
969
|
|
|
$
|
108
|
|
|
Aggregate unpaid
principal balance
|
|
Fair value
|
|
Excess
|
||||||
At April 30, 2015
|
$
|
79,984
|
|
|
$
|
80,864
|
|
|
$
|
880
|
|
At October 31, 2014
|
$
|
100,463
|
|
|
$
|
101,944
|
|
|
$
|
1,481
|
|
Three months ended:
|
Selling price per unit
(in thousands)
|
|
Sales pace per year
(in units)
|
|
Discount rate
|
Fiscal 2015:
|
|
|
|
|
|
January 31
|
$289 - $680
|
|
1 - 7
|
|
13.5% - 16.0%
|
April 30
|
$527 - $600
|
|
13 - 25
|
|
17.0%
|
|
|
|
|
|
|
Fiscal 2014:
|
|
|
|
|
|
January 31
|
$388 - $405
|
|
21 - 23
|
|
16.6%
|
April 30
|
$634 - $760
|
|
4 - 7
|
|
12.0% - 15.3%
|
July 31
|
$698 - $1,233
|
|
10 - 22
|
|
15.9%
|
October 31
|
$337 - $902
|
|
7 - 23
|
|
12.5% - 16.5%
|
|
|
|
Impaired operating communities
|
||||||||
Three months ended:
|
Number of
communities tested |
|
Number of
communities |
|
Fair value of
communities, net of impairment charges |
|
Impairment charges
|
||||
Fiscal 2015:
|
|
|
|
|
|
|
|
||||
January 31
|
58
|
|
4
|
|
$
|
24,968
|
|
|
$
|
900
|
|
April 30
|
52
|
|
1
|
|
$
|
16,235
|
|
|
11,100
|
|
|
|
|
|
|
|
|
|
$
|
12,000
|
|
||
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
|
|
|
|
|
April 30, 2015
|
|
October 31, 2014
|
||||||||||||
|
Fair value
hierarchy |
|
Book value
|
|
Estimated
fair value
|
|
Book value
|
|
Estimated
fair value
|
||||||||
Loans payable (a)
|
Level 2
|
|
$
|
674,817
|
|
|
$
|
674,649
|
|
|
$
|
654,261
|
|
|
$
|
652,944
|
|
Senior notes (b)
|
Level 1
|
|
2,657,376
|
|
|
2,852,929
|
|
|
2,657,376
|
|
|
2,821,559
|
|
||||
Mortgage company loan facility (c)
|
Level 2
|
|
70,052
|
|
|
70,052
|
|
|
90,281
|
|
|
90,281
|
|
||||
|
|
|
$
|
3,402,245
|
|
|
$
|
3,597,630
|
|
|
$
|
3,401,918
|
|
|
$
|
3,564,784
|
|
(a)
|
The estimated fair value of loans payable was based upon contractual cash flows discounted at interest rates that we believed were available to us 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 market prices as of the applicable valuation date.
|
(c)
|
We believe that the carrying value of our mortgage company loan borrowings approximates their fair value.
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Interest income
|
$
|
1,186
|
|
|
$
|
1,889
|
|
|
$
|
698
|
|
|
$
|
825
|
|
Income from ancillary businesses
|
13,725
|
|
|
3,950
|
|
|
2,886
|
|
|
2,337
|
|
||||
Gibraltar
|
4,019
|
|
|
5,714
|
|
|
3,197
|
|
|
1,382
|
|
||||
Management fee income from unconsolidated entities
|
6,390
|
|
|
2,454
|
|
|
3,411
|
|
|
1,227
|
|
||||
Retained customer deposits
|
2,312
|
|
|
1,310
|
|
|
972
|
|
|
422
|
|
||||
Income from land sales
|
7,350
|
|
|
11,187
|
|
|
2,533
|
|
|
4,929
|
|
||||
Directly expensed interest
|
|
|
(656
|
)
|
|
|
|
(656
|
)
|
||||||
Other
|
953
|
|
|
1,794
|
|
|
222
|
|
|
635
|
|
||||
Total other income - net
|
$
|
35,935
|
|
|
$
|
27,642
|
|
|
$
|
13,919
|
|
|
$
|
11,101
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenue
|
$
|
56,227
|
|
|
$
|
43,748
|
|
|
$
|
24,947
|
|
|
$
|
22,808
|
|
Expense
|
$
|
42,502
|
|
|
$
|
39,798
|
|
|
$
|
22,061
|
|
|
$
|
20,471
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenue
|
$
|
126,746
|
|
|
$
|
98,152
|
|
|
$
|
22,725
|
|
|
$
|
87,124
|
|
Deferred gain on land sale to joint venture
|
(9,260
|
)
|
|
|
|
|
|
|
|
|
|
||||
Expense
|
(110,136
|
)
|
|
(86,965
|
)
|
|
(20,192
|
)
|
|
(82,195
|
)
|
||||
Income from land sales
|
$
|
7,350
|
|
|
$
|
11,187
|
|
|
$
|
2,533
|
|
|
$
|
4,929
|
|
|
April 30, 2015
|
|
October 31, 2014
|
||||
Aggregate purchase commitments:
|
|
|
|
||||
Unrelated parties
|
$
|
882,723
|
|
|
$
|
1,043,654
|
|
Unconsolidated entities that the Company has investments in
|
178,825
|
|
|
184,260
|
|
||
Total
|
$
|
1,061,548
|
|
|
$
|
1,227,914
|
|
Deposits against aggregate purchase commitments
|
$
|
71,126
|
|
|
$
|
103,422
|
|
Additional cash required to acquire land
|
990,422
|
|
|
1,124,492
|
|
||
Total
|
$
|
1,061,548
|
|
|
$
|
1,227,914
|
|
Amount of additional cash required to acquire land in accrued expenses
|
$
|
1,120
|
|
|
$
|
764
|
|
|
April 30,
2015 |
|
October 31, 2014
|
||||
Aggregate mortgage loan commitments:
|
|
|
|
||||
IRLCs
|
$
|
355,901
|
|
|
$
|
191,604
|
|
Non-IRLCs
|
861,097
|
|
|
709,401
|
|
||
Total
|
$
|
1,216,998
|
|
|
$
|
901,005
|
|
Investor commitments to purchase:
|
|
|
|
||||
IRLCs
|
$
|
355,901
|
|
|
$
|
191,604
|
|
Mortgage loans receivable
|
72,844
|
|
|
93,261
|
|
||
Total
|
$
|
428,745
|
|
|
$
|
284,865
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Traditional Home Building:
|
|
|
|
|
|
|
|
||||||||
North
|
$
|
282,454
|
|
|
$
|
264,885
|
|
|
$
|
150,018
|
|
|
$
|
137,241
|
|
Mid-Atlantic
|
350,891
|
|
|
349,571
|
|
|
187,503
|
|
|
180,475
|
|
||||
South
|
377,784
|
|
|
336,688
|
|
|
215,917
|
|
|
186,129
|
|
||||
West
|
570,409
|
|
|
507,835
|
|
|
282,467
|
|
|
321,609
|
|
||||
Traditional Home Building
|
1,581,538
|
|
|
1,458,979
|
|
|
835,905
|
|
|
825,454
|
|
||||
City Living
|
124,497
|
|
|
45,076
|
|
|
16,678
|
|
|
34,920
|
|
||||
Total
|
$
|
1,706,035
|
|
|
$
|
1,504,055
|
|
|
$
|
852,583
|
|
|
$
|
860,374
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income taxes:
|
|
|
|
|
|
|
|
||||||||
Traditional Home Building:
|
|
|
|
|
|
|
|
||||||||
North
|
$
|
13,431
|
|
|
$
|
17,152
|
|
|
$
|
2,864
|
|
|
$
|
8,806
|
|
Mid-Atlantic
|
40,819
|
|
|
45,909
|
|
|
22,095
|
|
|
24,358
|
|
||||
South
|
62,600
|
|
|
40,952
|
|
|
39,276
|
|
|
23,584
|
|
||||
West
|
91,619
|
|
|
78,714
|
|
|
46,270
|
|
|
44,844
|
|
||||
Traditional Home Building
|
208,469
|
|
|
182,727
|
|
|
110,505
|
|
|
101,592
|
|
||||
City Living
|
58,005
|
|
|
8,964
|
|
|
6,660
|
|
|
10,022
|
|
||||
Corporate and other
|
(55,919
|
)
|
|
(26,972
|
)
|
|
(30,633
|
)
|
|
(18,130
|
)
|
||||
Total
|
$
|
210,555
|
|
|
$
|
164,719
|
|
|
$
|
86,532
|
|
|
$
|
93,484
|
|
|
April 30,
2015 |
|
October 31,
2014 |
||||
Traditional Home Building:
|
|
|
|
||||
North
|
$
|
1,063,041
|
|
|
$
|
1,053,787
|
|
Mid-Atlantic
|
1,272,448
|
|
|
1,267,563
|
|
||
South
|
1,246,795
|
|
|
1,165,600
|
|
||
West
|
2,821,400
|
|
|
2,676,164
|
|
||
Traditional Home Building
|
6,403,684
|
|
|
6,163,114
|
|
||
City Living
|
873,725
|
|
|
834,949
|
|
||
Corporate and other
|
1,310,272
|
|
|
1,418,839
|
|
||
Total
|
$
|
8,587,681
|
|
|
$
|
8,416,902
|
|
|
Land controlled for future communities
|
|
Land owned for future communities
|
|
Operating communities
|
|
Total
|
||||||||
Balances at April 30, 2015:
|
|
|
|
|
|
|
|
||||||||
Traditional Home Building:
|
|
|
|
|
|
|
|
||||||||
North
|
$
|
11,749
|
|
|
$
|
167,766
|
|
|
$
|
851,577
|
|
|
$
|
1,031,092
|
|
Mid-Atlantic
|
27,536
|
|
|
246,580
|
|
|
959,620
|
|
|
1,233,736
|
|
||||
South
|
3,614
|
|
|
225,363
|
|
|
841,185
|
|
|
1,070,162
|
|
||||
West
|
15,147
|
|
|
1,138,539
|
|
|
1,582,696
|
|
|
2,736,382
|
|
||||
Traditional Home Building
|
58,046
|
|
|
1,778,248
|
|
|
4,235,078
|
|
|
6,071,372
|
|
||||
City Living
|
939
|
|
|
451,270
|
|
|
200,762
|
|
|
652,971
|
|
||||
|
$
|
58,985
|
|
|
$
|
2,229,518
|
|
|
$
|
4,435,840
|
|
|
$
|
6,724,343
|
|
|
|
|
|
|
|
|
|
||||||||
Balances at October 31, 2014:
|
|
|
|
|
|
|
|
||||||||
Traditional Home Building:
|
|
|
|
|
|
|
|
||||||||
North
|
$
|
12,007
|
|
|
$
|
171,780
|
|
|
$
|
834,266
|
|
|
$
|
1,018,053
|
|
Mid-Atlantic
|
29,169
|
|
|
209,506
|
|
|
994,859
|
|
|
1,233,534
|
|
||||
South
|
10,971
|
|
|
219,904
|
|
|
793,835
|
|
|
1,024,710
|
|
||||
West
|
22,122
|
|
|
1,391,028
|
|
|
1,177,820
|
|
|
2,590,970
|
|
||||
Traditional Home Building
|
74,269
|
|
|
1,992,218
|
|
|
3,800,780
|
|
|
5,867,267
|
|
||||
City Living
|
48,264
|
|
|
363,656
|
|
|
211,134
|
|
|
623,054
|
|
||||
|
$
|
122,533
|
|
|
$
|
2,355,874
|
|
|
$
|
4,011,914
|
|
|
$
|
6,490,321
|
|
|
|
April 30,
2015 |
|
October 31,
2014 |
||||
Traditional Home Building:
|
|
|
|
|
||||
Mid-Atlantic
|
|
$
|
11,929
|
|
|
$
|
11,841
|
|
South
|
|
101,541
|
|
|
98,362
|
|
||
West
|
|
58,575
|
|
|
59,573
|
|
||
Traditional Home Building
|
|
172,045
|
|
|
169,776
|
|
||
City Living
|
|
177,311
|
|
|
159,953
|
|
||
Corporate and other
|
|
117,903
|
|
|
117,349
|
|
||
Total
|
|
$
|
467,259
|
|
|
$
|
447,078
|
|
|
Six months ended April 30,
|
||||||
|
2015
|
|
2014
|
||||
Cash flow information:
|
|
|
|
||||
Interest paid, net of amount capitalized
|
$
|
8,034
|
|
|
|
|
|
Interest capitalized, net of amount paid
|
|
|
$
|
3,798
|
|
||
Income tax payments
|
$
|
140,867
|
|
|
$
|
30,968
|
|
Income tax refunds
|
$
|
165
|
|
|
|
|
|
Noncash activity:
|
|
|
|
||||
Cost of inventory acquired through seller financing or municipal bonds, net
|
$
|
45,732
|
|
|
$
|
71,662
|
|
Reduction in inventory for our share of joint venture earnings in land purchased from unconsolidated entities and allocation of basis difference
|
$
|
2,346
|
|
|
$
|
1,229
|
|
Defined benefit plan amendment
|
$
|
754
|
|
|
$
|
77
|
|
Increase in accrued expenses related to Stock Price-Based Restricted Stock Units paid
|
|
|
|
$
|
4,972
|
|
|
Transfer of inventory to investment in unconsolidated entities
|
|
|
|
$
|
700
|
|
|
Transfer of other assets to investment in unconsolidated entities
|
$
|
4,824
|
|
|
|
|
|
Unrealized (loss) gain on derivatives held by equity investees
|
$
|
(22
|
)
|
|
$
|
365
|
|
Increase in investments in unconsolidated entities for change in the fair value of debt guarantees
|
$
|
1,577
|
|
|
$
|
428
|
|
Miscellaneous decreases to investments in unconsolidated entities
|
$
|
(1,403
|
)
|
|
$
|
(965
|
)
|
Acquisition of a Business:
|
|
|
|
||||
Fair value of assets purchased, excluding cash acquired
|
|
|
|
$
|
1,520,664
|
|
|
Liabilities assumed
|
|
|
|
$
|
31,548
|
|
|
Cash paid, net of cash acquired
|
|
|
|
$
|
1,489,116
|
|
|
|
Original amount issued and amount outstanding at
|
||
|
|
April 30, 2015
|
||
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
|
—
|
|
|
—
|
|
|
389,236
|
|
|
142,921
|
|
|
—
|
|
|
532,157
|
|
Marketable securities
|
|
|
|
|
|
|
|
10,015
|
|
|
|
|
10,015
|
|
|||
Restricted cash
|
15,206
|
|
|
|
|
1,297
|
|
|
1,459
|
|
|
|
|
17,962
|
|
||
Inventory
|
|
|
|
|
6,417,066
|
|
|
307,277
|
|
|
|
|
6,724,343
|
|
|||
Property, construction and office equipment, net
|
|
|
|
|
123,887
|
|
|
17,256
|
|
|
|
|
141,143
|
|
|||
Receivables, prepaid expenses and other assets
|
56
|
|
|
15,029
|
|
|
156,260
|
|
|
118,588
|
|
|
(30,975
|
)
|
|
258,958
|
|
Mortgage loans held for sale
|
|
|
|
|
|
|
80,864
|
|
|
|
|
80,864
|
|
||||
Customer deposits held in escrow
|
|
|
|
|
42,241
|
|
|
2,158
|
|
|
|
|
44,399
|
|
|||
Investments in and advances to unconsolidated entities
|
|
|
|
|
125,691
|
|
|
341,568
|
|
|
|
|
467,259
|
|
|||
Investments in distressed loans and foreclosed real estate
|
|
|
|
|
|
|
|
65,938
|
|
|
|
|
65,938
|
|
|||
Investments in and advances to consolidated entities
|
3,824,138
|
|
|
2,681,738
|
|
|
4,740
|
|
|
|
|
|
(6,510,616
|
)
|
|
—
|
|
Deferred tax assets, net of valuation allowances
|
244,643
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
244,643
|
|
|
4,084,043
|
|
|
2,696,767
|
|
|
7,260,418
|
|
|
1,088,044
|
|
|
(6,541,591
|
)
|
|
8,587,681
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loans payable
|
|
|
|
|
674,817
|
|
|
|
|
|
|
|
674,817
|
|
|||
Senior notes
|
|
|
2,631,124
|
|
|
|
|
|
|
24,674
|
|
|
2,655,798
|
|
|||
Mortgage company loan facility
|
|
|
|
|
|
|
70,052
|
|
|
|
|
70,052
|
|
||||
Customer deposits
|
|
|
|
|
266,530
|
|
|
8,817
|
|
|
|
|
275,347
|
|
|||
Accounts payable
|
|
|
|
|
233,509
|
|
|
166
|
|
|
|
|
233,675
|
|
|||
Accrued expenses
|
|
|
31,906
|
|
|
377,933
|
|
|
209,217
|
|
|
(32,645
|
)
|
|
586,411
|
|
|
Advances from consolidated entities
|
|
|
|
|
|
1,946,002
|
|
|
751,619
|
|
|
(2,697,621
|
)
|
|
—
|
|
|
Income taxes payable
|
37,641
|
|
|
|
|
|
|
|
|
|
|
|
37,641
|
|
|||
Total liabilities
|
37,641
|
|
|
2,663,030
|
|
|
3,498,791
|
|
|
1,039,871
|
|
|
(2,705,592
|
)
|
|
4,533,741
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common stock
|
1,779
|
|
|
|
|
48
|
|
|
3,006
|
|
|
(3,054
|
)
|
|
1,779
|
|
|
Additional paid-in capital
|
722,303
|
|
|
49,400
|
|
|
|
|
|
1,734
|
|
|
(51,134
|
)
|
|
722,303
|
|
Retained earnings (deficits)
|
3,381,290
|
|
|
(15,663
|
)
|
|
3,761,640
|
|
|
35,834
|
|
|
(3,781,811
|
)
|
|
3,381,290
|
|
Treasury stock, at cost
|
(55,980
|
)
|
|
|
|
|
|
|
|
|
|
(55,980
|
)
|
||||
Accumulated other comprehensive loss
|
(2,990
|
)
|
|
|
|
(61
|
)
|
|
|
|
|
|
|
(3,051
|
)
|
||
Total stockholders’ equity
|
4,046,402
|
|
|
33,737
|
|
|
3,761,627
|
|
|
40,574
|
|
|
(3,835,999
|
)
|
|
4,046,341
|
|
Noncontrolling interest
|
|
|
|
|
|
|
7,599
|
|
|
|
|
7,599
|
|
||||
Total equity
|
4,046,402
|
|
|
33,737
|
|
|
3,761,627
|
|
|
48,173
|
|
|
(3,835,999
|
)
|
|
4,053,940
|
|
|
4,084,043
|
|
|
2,696,767
|
|
|
7,260,418
|
|
|
1,088,044
|
|
|
(6,541,591
|
)
|
|
8,587,681
|
|
|
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 and foreclosed real estate
|
|
|
|
|
|
|
|
|
|
73,800
|
|
|
|
|
|
73,800
|
|
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 (deficits)
|
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
|
||||||
Revenues
|
|
|
|
|
1,724,050
|
|
|
33,152
|
|
|
(51,167
|
)
|
|
1,706,035
|
|
||
Cost of revenues
|
|
|
|
|
1,332,727
|
|
|
3,095
|
|
|
(7,278
|
)
|
|
1,328,544
|
|
||
Selling, general and administrative
|
37
|
|
|
1,822
|
|
|
226,194
|
|
|
27,090
|
|
|
(41,144
|
)
|
|
213,999
|
|
|
37
|
|
|
1,822
|
|
|
1,558,921
|
|
|
30,185
|
|
|
(48,422
|
)
|
|
1,542,543
|
|
Income (loss) from operations
|
(37
|
)
|
|
(1,822
|
)
|
|
165,129
|
|
|
2,967
|
|
|
(2,745
|
)
|
|
163,492
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from unconsolidated entities
|
|
|
|
|
7,434
|
|
|
3,694
|
|
|
|
|
11,128
|
|
|||
Other income - net
|
4,670
|
|
|
|
|
|
18,033
|
|
|
13,588
|
|
|
(356
|
)
|
|
35,935
|
|
Intercompany interest income
|
|
|
72,393
|
|
|
|
|
|
|
|
|
(72,393
|
)
|
|
—
|
|
|
Interest expense
|
|
|
(75,228
|
)
|
|
|
|
|
(266
|
)
|
|
75,494
|
|
|
—
|
|
|
Income from subsidiaries
|
205,922
|
|
|
|
|
15,326
|
|
|
|
|
(221,248
|
)
|
|
—
|
|
||
Income (loss) before income taxes
|
210,555
|
|
|
(4,657
|
)
|
|
205,922
|
|
|
19,983
|
|
|
(221,248
|
)
|
|
210,555
|
|
Income tax provision (benefit)
|
61,300
|
|
|
(1,762
|
)
|
|
77,900
|
|
|
7,559
|
|
|
(83,697
|
)
|
|
61,300
|
|
Net income (loss)
|
149,255
|
|
|
(2,895
|
)
|
|
128,022
|
|
|
12,424
|
|
|
(137,551
|
)
|
|
149,255
|
|
Other comprehensive loss
|
(201
|
)
|
|
|
|
|
(12
|
)
|
|
|
|
|
|
|
|
(213
|
)
|
Total comprehensive income (loss)
|
149,054
|
|
|
(2,895
|
)
|
|
128,010
|
|
|
12,424
|
|
|
(137,551
|
)
|
|
149,042
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||
Revenues
|
|
|
|
|
1,520,077
|
|
|
33,267
|
|
|
(49,289
|
)
|
|
1,504,055
|
|
||
Cost of revenues
|
|
|
|
|
1,206,293
|
|
|
4,059
|
|
|
(8,322
|
)
|
|
1,202,030
|
|
||
Selling, general and administrative
|
69
|
|
|
1,865
|
|
|
213,647
|
|
|
26,436
|
|
|
(39,827
|
)
|
|
202,190
|
|
|
69
|
|
|
1,865
|
|
|
1,419,940
|
|
|
30,495
|
|
|
(48,149
|
)
|
|
1,404,220
|
|
Income (loss) from operations
|
(69
|
)
|
|
(1,865
|
)
|
|
100,137
|
|
|
2,772
|
|
|
(1,140
|
)
|
|
99,835
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income (loss) from unconsolidated entities
|
|
|
|
|
37,578
|
|
|
(336
|
)
|
|
|
|
37,242
|
|
|||
Other income - net
|
4,660
|
|
|
|
|
|
17,815
|
|
|
7,208
|
|
|
(2,041
|
)
|
|
27,642
|
|
Intercompany interest income
|
|
|
76,107
|
|
|
|
|
|
|
|
|
(76,107
|
)
|
|
—
|
|
|
Interest expense
|
|
|
(78,899
|
)
|
|
|
|
|
(389
|
)
|
|
79,288
|
|
|
—
|
|
|
Income from subsidiaries
|
160,128
|
|
|
|
|
4,598
|
|
|
|
|
(164,726
|
)
|
|
—
|
|
||
Income (loss) before income taxes
|
164,719
|
|
|
(4,657
|
)
|
|
160,128
|
|
|
9,255
|
|
|
(164,726
|
)
|
|
164,719
|
|
Income tax provision (benefit)
|
53,917
|
|
|
(1,751
|
)
|
|
60,224
|
|
|
3,481
|
|
|
(61,954
|
)
|
|
53,917
|
|
Net income (loss)
|
110,802
|
|
|
(2,906
|
)
|
|
99,904
|
|
|
5,774
|
|
|
(102,772
|
)
|
|
110,802
|
|
Other comprehensive income
|
156
|
|
|
|
|
|
189
|
|
|
12
|
|
|
|
|
|
357
|
|
Total comprehensive income (loss)
|
110,958
|
|
|
(2,906
|
)
|
|
100,093
|
|
|
5,786
|
|
|
(102,772
|
)
|
|
111,159
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||
Revenues
|
|
|
|
|
861,896
|
|
|
17,550
|
|
|
(26,863
|
)
|
|
852,583
|
|
||
Cost of revenues
|
|
|
|
|
680,515
|
|
|
1,429
|
|
|
(3,432
|
)
|
|
678,512
|
|
||
Selling, general and administrative
|
23
|
|
|
914
|
|
|
114,151
|
|
|
13,701
|
|
|
(21,104
|
)
|
|
107,685
|
|
|
23
|
|
|
914
|
|
|
794,666
|
|
|
15,130
|
|
|
(24,536
|
)
|
|
786,197
|
|
Income (loss) from operations
|
(23
|
)
|
|
(914
|
)
|
|
67,230
|
|
|
2,420
|
|
|
(2,327
|
)
|
|
66,386
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from unconsolidated entities
|
|
|
|
|
2,712
|
|
|
3,515
|
|
|
|
|
6,227
|
|
|||
Other income - net
|
2,300
|
|
|
|
|
|
7,800
|
|
|
3,003
|
|
|
816
|
|
|
13,919
|
|
Intercompany interest income
|
|
|
36,200
|
|
|
|
|
|
|
|
|
(36,200
|
)
|
|
—
|
|
|
Interest expense
|
|
|
(37,576
|
)
|
|
|
|
|
(135
|
)
|
|
37,711
|
|
|
—
|
|
|
Income from subsidiaries
|
84,255
|
|
|
|
|
6,513
|
|
|
|
|
(90,768
|
)
|
|
—
|
|
||
Income (loss) before income taxes
|
86,532
|
|
|
(2,290
|
)
|
|
84,255
|
|
|
8,803
|
|
|
(90,768
|
)
|
|
86,532
|
|
Income tax provision (benefit)
|
18,602
|
|
|
(871
|
)
|
|
32,093
|
|
|
3,349
|
|
|
(34,571
|
)
|
|
18,602
|
|
Net income (loss)
|
67,930
|
|
|
(1,419
|
)
|
|
52,162
|
|
|
5,454
|
|
|
(56,197
|
)
|
|
67,930
|
|
Other comprehensive loss
|
(23
|
)
|
|
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
(30
|
)
|
Total comprehensive income (loss)
|
67,907
|
|
|
(1,419
|
)
|
|
52,155
|
|
|
5,454
|
|
|
(56,197
|
)
|
|
67,900
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||
Revenues
|
|
|
|
|
869,305
|
|
|
17,665
|
|
|
(26,596
|
)
|
|
860,374
|
|
||
Cost of revenues
|
|
|
|
|
690,656
|
|
|
1,457
|
|
|
(4,115
|
)
|
|
687,998
|
|
||
Selling, general and administrative
|
14
|
|
|
928
|
|
|
110,947
|
|
|
12,799
|
|
|
(20,368
|
)
|
|
104,320
|
|
|
14
|
|
|
928
|
|
|
801,603
|
|
|
14,256
|
|
|
(24,483
|
)
|
|
792,318
|
|
Income (loss) from operations
|
(14
|
)
|
|
(928
|
)
|
|
67,702
|
|
|
3,409
|
|
|
(2,113
|
)
|
|
68,056
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from unconsolidated entities
|
|
|
|
|
13,371
|
|
|
956
|
|
|
|
|
14,327
|
|
|||
Other income - net
|
2,295
|
|
|
|
|
|
7,243
|
|
|
1,008
|
|
|
555
|
|
|
11,101
|
|
Intercompany interest income
|
|
|
37,963
|
|
|
|
|
|
|
|
|
(37,963
|
)
|
|
—
|
|
|
Interest expense
|
|
|
(39,325
|
)
|
|
|
|
|
(196
|
)
|
|
39,521
|
|
|
—
|
|
|
Income from subsidiaries
|
91,203
|
|
|
|
|
2,887
|
|
|
|
|
(94,090
|
)
|
|
—
|
|
||
Income (loss) before income taxes
|
93,484
|
|
|
(2,290
|
)
|
|
91,203
|
|
|
5,177
|
|
|
(94,090
|
)
|
|
93,484
|
|
Income tax provision (benefit)
|
28,262
|
|
|
(823
|
)
|
|
33,212
|
|
|
1,883
|
|
|
(34,272
|
)
|
|
28,262
|
|
Net income (loss)
|
65,222
|
|
|
(1,467
|
)
|
|
57,991
|
|
|
3,294
|
|
|
(59,818
|
)
|
|
65,222
|
|
Other comprehensive income (loss)
|
103
|
|
|
|
|
|
(11
|
)
|
|
2
|
|
|
|
|
|
94
|
|
Total comprehensive income (loss)
|
65,325
|
|
|
(1,467
|
)
|
|
57,980
|
|
|
3,296
|
|
|
(59,818
|
)
|
|
65,316
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||
Net cash (used in) provided by operating activities
|
(48,714
|
)
|
|
4,290
|
|
|
15,173
|
|
|
(2,631
|
)
|
|
(6,060
|
)
|
|
(37,942
|
)
|
Cash flow (used in) provided by investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Purchase of property and equipment - net
|
|
|
|
|
(5,037
|
)
|
|
(847
|
)
|
|
|
|
(5,884
|
)
|
|||
Sale and redemption of marketable securities
|
|
|
|
|
2,000
|
|
|
|
|
|
|
2,000
|
|
||||
Investment in and advances to unconsolidated entities
|
|
|
|
|
(2,253
|
)
|
|
(25,452
|
)
|
|
|
|
(27,705
|
)
|
|||
Return of investments in unconsolidated entities
|
|
|
|
|
5,797
|
|
|
4,840
|
|
|
|
|
10,637
|
|
|||
Investment in distressed loans and foreclosed real estate
|
|
|
|
|
|
|
|
(1,697
|
)
|
|
|
|
(1,697
|
)
|
|||
Return of investments in distressed loans and foreclosed real estate
|
|
|
|
|
|
|
14,592
|
|
|
|
|
14,592
|
|
||||
Net increase in cash from purchase of joint venture interest
|
|
|
|
|
3,848
|
|
|
|
|
|
|
|
3,848
|
|
|||
Intercompany advances
|
18,228
|
|
|
(4,290
|
)
|
|
|
|
|
|
|
(13,938
|
)
|
|
—
|
|
|
Net cash (used in) provided by investing activities
|
18,228
|
|
|
(4,290
|
)
|
|
4,355
|
|
|
(8,564
|
)
|
|
(13,938
|
)
|
|
(4,209
|
)
|
Cash flow (used in) provided by financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from loans payable
|
|
|
|
|
|
|
529,053
|
|
|
|
|
529,053
|
|
||||
Principal payments of loans payable
|
|
|
|
|
(22,556
|
)
|
|
(550,282
|
)
|
|
|
|
(572,838
|
)
|
|||
Proceeds from stock-based benefit plans
|
34,057
|
|
|
|
|
|
|
|
|
|
|
34,057
|
|
||||
Excess tax benefits from stock-based compensation
|
3,045
|
|
|
|
|
|
|
|
|
|
|
3,045
|
|
||||
Purchase of treasury stock
|
(6,616
|
)
|
|
|
|
|
|
|
|
|
|
(6,616
|
)
|
||||
Receipts related to noncontrolling interest
|
|
|
|
|
|
|
|
1,292
|
|
|
|
|
1,292
|
|
|||
Intercompany advances
|
|
|
|
|
|
(63,450
|
)
|
|
43,452
|
|
|
19,998
|
|
|
—
|
|
|
Net cash (used in) provided by financing activities
|
30,486
|
|
|
—
|
|
|
(86,006
|
)
|
|
23,515
|
|
|
19,998
|
|
|
(12,007
|
)
|
Net (decrease) increase in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(66,478
|
)
|
|
12,320
|
|
|
—
|
|
|
(54,158
|
)
|
Cash and cash equivalents, beginning of period
|
—
|
|
|
—
|
|
|
455,714
|
|
|
130,601
|
|
|
—
|
|
|
586,315
|
|
Cash and cash equivalents, end of period
|
—
|
|
|
—
|
|
|
389,236
|
|
|
142,921
|
|
|
—
|
|
|
532,157
|
|
|
Toll
Brothers,
Inc.
|
|
Subsidiary
Issuer
|
|
Guarantor
Subsidiaries
|
|
Nonguarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||
Net cash (used in) provided by operating activities
|
44,258
|
|
|
15,152
|
|
|
(87,965
|
)
|
|
(27,401
|
)
|
|
(10,229
|
)
|
|
(66,185
|
)
|
Cash flow (used in) provided by investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Purchase of property and equipment — net
|
|
|
|
|
(5,718
|
)
|
|
(49
|
)
|
|
|
|
(5,767
|
)
|
|||
Sale and redemption of marketable securities
|
|
|
|
|
39,243
|
|
|
|
|
|
|
|
39,243
|
|
|||
Investment in and advances to unconsolidated entities
|
|
|
|
|
(13,602
|
)
|
|
(67,052
|
)
|
|
|
|
(80,654
|
)
|
|||
Return of investments in unconsolidated entities
|
|
|
|
|
35,714
|
|
|
3,300
|
|
|
|
|
39,014
|
|
|||
Investment in distressed loans and foreclosed real estate
|
|
|
|
|
|
|
|
(757
|
)
|
|
|
|
(757
|
)
|
|||
Return of investments in distressed loans and foreclosed real estate
|
|
|
|
|
|
|
|
22,424
|
|
|
|
|
22,424
|
|
|||
Acquisition of a business, net of cash acquired
|
|
|
|
|
(1,489,116
|
)
|
|
|
|
|
|
(1,489,116
|
)
|
||||
Dividend received - intercompany
|
|
|
|
|
15,000
|
|
|
|
|
(15,000
|
)
|
|
—
|
|
|||
Intercompany advances
|
(289,604
|
)
|
|
(342,492
|
)
|
|
|
|
|
|
632,096
|
|
|
—
|
|
||
Net cash used in investing activities
|
(289,604
|
)
|
|
(342,492
|
)
|
|
(1,418,479
|
)
|
|
(42,134
|
)
|
|
617,096
|
|
|
(1,475,613
|
)
|
Cash flow provided by (used in) financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from issuance of senior notes
|
|
|
600,000
|
|
|
|
|
|
|
|
|
|
600,000
|
|
|||
Debt issuance costs for senior notes
|
|
|
(4,700
|
)
|
|
|
|
|
|
|
|
|
(4,700
|
)
|
|||
Proceeds from loans payable
|
|
|
|
|
1,141,300
|
|
|
456,262
|
|
|
|
|
1,597,562
|
|
|||
Debt issuance costs for loans payable
|
|
|
|
|
(3,005
|
)
|
|
|
|
|
|
|
(3,005
|
)
|
|||
Principal payments of loans payable
|
|
|
|
|
(572,257
|
)
|
|
(474,420
|
)
|
|
|
|
(1,046,677
|
)
|
|||
Redemption of senior notes
|
|
|
|
(267,960
|
)
|
|
|
|
|
|
|
|
(267,960
|
)
|
|||
Net proceeds from issuance of common stock
|
220,357
|
|
|
|
|
|
|
|
|
|
|
220,357
|
|
||||
Proceeds from stock-based benefit plans
|
23,333
|
|
|
|
|
|
|
|
|
|
|
23,333
|
|
||||
Excess tax benefits from stock-based compensation
|
1,841
|
|
|
|
|
|
|
|
|
|
|
1,841
|
|
||||
Purchase of treasury stock
|
(185
|
)
|
|
|
|
|
|
|
|
|
|
(185
|
)
|
||||
Receipts related to noncontrolling interest
|
|
|
|
|
|
|
|
81
|
|
|
|
|
81
|
|
|||
Dividend paid - intercompany
|
|
|
|
|
|
|
(15,000
|
)
|
|
15,000
|
|
|
—
|
|
|||
Intercompany advances
|
|
|
|
|
|
505,993
|
|
|
115,874
|
|
|
(621,867
|
)
|
|
—
|
|
|
Net cash provided by financing activities
|
245,346
|
|
|
327,340
|
|
|
1,072,031
|
|
|
82,797
|
|
|
(606,867
|
)
|
|
1,120,647
|
|
Net (decrease) increase in cash and cash equivalents
|
—
|
|
|
—
|
|
|
(434,413
|
)
|
|
13,262
|
|
|
—
|
|
|
(421,151
|
)
|
Cash and cash equivalents, beginning of period
|
—
|
|
|
—
|
|
|
670,102
|
|
|
102,870
|
|
|
—
|
|
|
772,972
|
|
Cash and cash equivalents, end of period
|
—
|
|
|
—
|
|
|
235,689
|
|
|
116,132
|
|
|
—
|
|
|
351,821
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
|
$
|
|
%*
|
|
$
|
|
%*
|
|
$
|
|
%*
|
|
$
|
|
%*
|
||||
Revenues
|
1,706.0
|
|
|
|
|
1,504.1
|
|
|
|
|
852.6
|
|
|
|
|
860.4
|
|
|
|
Cost of revenues
|
1,328.5
|
|
|
77.9
|
|
1,202.0
|
|
|
79.9
|
|
678.5
|
|
|
79.6
|
|
688.0
|
|
|
80.0
|
Selling, general and administrative
|
214.0
|
|
|
12.5
|
|
202.2
|
|
|
13.4
|
|
107.7
|
|
|
12.6
|
|
104.3
|
|
|
12.1
|
|
1,542.5
|
|
|
90.4
|
|
1,404.2
|
|
|
93.4
|
|
786.2
|
|
|
92.2
|
|
792.3
|
|
|
92.1
|
Income from operations
|
163.5
|
|
|
|
|
99.8
|
|
|
|
|
66.4
|
|
|
|
|
68.1
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from unconsolidated entities
|
11.1
|
|
|
|
|
37.2
|
|
|
|
|
6.2
|
|
|
|
|
14.3
|
|
|
|
Other income - net
|
35.9
|
|
|
|
|
27.6
|
|
|
|
|
13.9
|
|
|
|
|
11.1
|
|
|
|
Income before income taxes
|
210.6
|
|
|
|
|
164.7
|
|
|
|
|
86.5
|
|
|
|
|
93.5
|
|
|
|
Income tax provision
|
61.3
|
|
|
|
|
53.9
|
|
|
|
|
18.6
|
|
|
|
|
28.3
|
|
|
|
Net income
|
149.3
|
|
|
|
|
110.8
|
|
|
|
|
67.9
|
|
|
|
|
65.2
|
|
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||||||||||||||
|
2015
Units |
|
2014
Units |
|
2015
$ |
|
2014
$ |
|
2015
Units |
|
2014
Units |
|
2015
$ |
|
2014
$ |
||||||||||||
Traditional Home Building:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North
|
448
|
|
|
448
|
|
|
$
|
282.4
|
|
|
$
|
264.9
|
|
|
238
|
|
|
239
|
|
|
$
|
150.0
|
|
|
$
|
137.3
|
|
Mid-Atlantic
|
565
|
|
|
546
|
|
|
350.9
|
|
|
349.6
|
|
|
303
|
|
|
273
|
|
|
187.5
|
|
|
180.5
|
|
||||
South
|
525
|
|
|
510
|
|
|
377.8
|
|
|
336.7
|
|
|
289
|
|
|
285
|
|
|
215.9
|
|
|
186.1
|
|
||||
West
|
686
|
|
|
581
|
|
|
570.4
|
|
|
507.8
|
|
|
351
|
|
|
377
|
|
|
282.5
|
|
|
321.6
|
|
||||
Traditional Home Building
|
2,224
|
|
|
2,085
|
|
|
1,581.5
|
|
|
1,459.0
|
|
|
1,181
|
|
|
1,174
|
|
|
835.9
|
|
|
825.5
|
|
||||
City Living
|
62
|
|
|
61
|
|
|
124.5
|
|
|
45.1
|
|
|
14
|
|
|
44
|
|
|
16.7
|
|
|
34.9
|
|
||||
Total
|
2,286
|
|
|
2,146
|
|
|
$
|
1,706.0
|
|
|
$
|
1,504.1
|
|
|
1,195
|
|
|
1,218
|
|
|
$
|
852.6
|
|
|
$
|
860.4
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||||||||||||||
|
2015
Units |
|
2014
Units |
|
2015
$ |
|
2014
$ |
|
2015
Units |
|
2014
Units |
|
2015
$ |
|
2014
$ |
||||||||||||
Traditional Home Building:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North
|
556
|
|
|
484
|
|
|
$
|
347.0
|
|
|
$
|
317.8
|
|
|
379
|
|
|
303
|
|
|
$
|
236.4
|
|
|
$
|
199.6
|
|
Mid-Atlantic
|
639
|
|
|
630
|
|
|
406.7
|
|
|
390.5
|
|
|
415
|
|
|
367
|
|
|
259.0
|
|
|
226.6
|
|
||||
South
|
555
|
|
|
596
|
|
|
457.8
|
|
|
424.6
|
|
|
356
|
|
|
374
|
|
|
288.4
|
|
|
256.3
|
|
||||
West
|
1,160
|
|
|
836
|
|
|
1,125.4
|
|
|
707.2
|
|
|
716
|
|
|
637
|
|
|
723.6
|
|
|
519.4
|
|
||||
Traditional Home Building
|
2,910
|
|
|
2,546
|
|
|
2,336.9
|
|
|
1,840.1
|
|
|
1,866
|
|
|
1,681
|
|
|
1,507.4
|
|
|
1,201.9
|
|
||||
City Living
|
84
|
|
|
119
|
|
|
131.9
|
|
|
136.5
|
|
|
65
|
|
|
68
|
|
|
88.2
|
|
|
73.0
|
|
||||
Total
|
2,994
|
|
|
2,665
|
|
|
$
|
2,468.8
|
|
|
$
|
1,976.6
|
|
|
1,931
|
|
|
1,749
|
|
|
$
|
1,595.6
|
|
|
$
|
1,274.9
|
|
|
At April 30,
|
|
At October 31,
|
||||||||||||||||||||||||
|
2015
Units |
|
2014
Units |
|
2015
$ |
|
2014
$ |
|
2014
Units |
|
2013
Units |
|
2014
$ |
|
2013
$ |
||||||||||||
Traditional Home Building:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North
|
986
|
|
|
984
|
|
|
$
|
629.2
|
|
|
$
|
615.5
|
|
|
878
|
|
|
948
|
|
|
$
|
564.6
|
|
|
$
|
562.5
|
|
Mid-Atlantic
|
904
|
|
|
986
|
|
|
575.3
|
|
|
613.9
|
|
|
830
|
|
|
902
|
|
|
519.5
|
|
|
573.0
|
|
||||
South
|
993
|
|
|
1,042
|
|
|
803.2
|
|
|
761.4
|
|
|
963
|
|
|
956
|
|
|
723.2
|
|
|
673.5
|
|
||||
West
|
1,338
|
|
|
1,056
|
|
|
1,252.2
|
|
|
897.9
|
|
|
864
|
|
|
675
|
|
|
697.2
|
|
|
593.2
|
|
||||
Traditional Home Building
|
4,221
|
|
|
4,068
|
|
|
3,259.9
|
|
|
2,888.7
|
|
|
3,535
|
|
|
3,481
|
|
|
2,504.5
|
|
|
2,402.2
|
|
||||
City Living
|
166
|
|
|
256
|
|
|
222.6
|
|
|
318.7
|
|
|
144
|
|
|
198
|
|
|
215.2
|
|
|
227.3
|
|
||||
Total
|
4,387
|
|
|
4,324
|
|
|
$
|
3,482.5
|
|
|
$
|
3,207.4
|
|
|
3,679
|
|
|
3,679
|
|
|
$
|
2,719.7
|
|
|
$
|
2,629.5
|
|
|
Six months ended April 30,
|
|
Three months ended April 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Income (loss) before income taxes:
|
|
|
|
|
|
|
|
||||||||
Traditional Home Building:
|
|
|
|
|
|
|
|
||||||||
North
|
$
|
13.5
|
|
|
$
|
17.1
|
|
|
$
|
2.9
|
|
|
$
|
8.8
|
|
Mid-Atlantic
|
40.8
|
|
|
45.9
|
|
|
22.1
|
|
|
24.4
|
|
||||
South
|
62.6
|
|
|
41.0
|
|
|
39.3
|
|
|
23.6
|
|
||||
West
|
91.6
|
|
|
78.7
|
|
|
46.2
|
|
|
44.8
|
|
||||
Traditional Home Building
|
208.5
|
|
|
182.7
|
|
|
110.5
|
|
|
101.6
|
|
||||
City Living
|
58.0
|
|
|
9.0
|
|
|
6.6
|
|
|
10.0
|
|
||||
Corporate and other
|
(55.9
|
)
|
|
(27.0
|
)
|
|
(30.6
|
)
|
|
(18.1
|
)
|
||||
Total
|
$
|
210.6
|
|
|
$
|
164.7
|
|
|
$
|
86.5
|
|
|
$
|
93.5
|
|
|
|
|
Fixed-rate debt
|
|
Variable-rate debt (a)
|
||||||||
Fiscal year of maturity
|
|
|
Amount
|
|
Weighted-
average
interest rate
|
|
Amount
|
|
Weighted-
average
interest rate
|
||||
2015
|
|
|
$
|
343,264
|
|
|
5.10%
|
|
$
|
70,052
|
|
|
2.18%
|
2016
|
|
|
62,313
|
|
|
4.03%
|
|
150
|
|
|
0.20%
|
||
2017
|
|
|
412,769
|
|
|
8.76%
|
|
150
|
|
|
0.20%
|
||
2018
|
|
|
6,317
|
|
|
3.69%
|
|
150
|
|
|
0.20%
|
||
2019
|
|
|
357,481
|
|
|
4.01%
|
|
500,150
|
|
|
1.59%
|
||
Thereafter
|
|
|
1,635,939
|
|
|
4.66%
|
|
13,510
|
|
|
0.13%
|
||
Discount
|
|
|
(1,578
|
)
|
|
|
|
|
|
|
|||
Total
|
|
|
$
|
2,816,505
|
|
|
5.21%
|
|
$
|
584,162
|
|
|
1.63%
|
Fair value at April 30, 2015
|
|
|
$
|
3,013,468
|
|
|
|
|
$
|
584,162
|
|
|
|
(a)
|
Based upon the amount of variable-rate debt outstanding at
April 30, 2015
, and holding the variable-rate debt balance constant, each 1% increase in interest rates would increase the interest incurred by us by approximately
$5.8 million
per year.
|
Period
|
|
Total number
of shares purchased (a) |
|
Average
price paid per share |
|
Total number
of shares purchased as part of publicly announced plans or programs (b) |
|
Maximum
number of shares that may yet be purchased under the plans or programs (b) |
|||||
|
|
(in thousands)
|
|
|
|
(in thousands)
|
|
(in thousands)
|
|||||
February 1, 2015 to February 28, 2015
|
|
2
|
|
|
$
|
36.52
|
|
|
2
|
|
|
19,997
|
|
March 1, 2015 to March 31, 2015
|
|
6
|
|
|
$
|
37.80
|
|
|
6
|
|
|
19,991
|
|
April 1, 2015 to April 30, 2015
|
|
2
|
|
|
$
|
39.25
|
|
|
2
|
|
|
19,989
|
|
Total
|
|
10
|
|
|
$
|
37.83
|
|
|
10
|
|
|
|
(a)
|
Our stock incentive plans permit us to withhold from the total number of shares that otherwise would be issued to a restricted stock unit 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 restricted stock unit recipient. During the three months ended
April 30, 2015
, we withheld 215 of the shares subject to restricted stock units to cover $7,600 of income tax withholdings and we issued the remaining 529 shares to the recipients. The 215 shares withheld are not included in the total number of shares purchased in the table above.
|
(b)
|
On December 16, 2014, our Board of Directors authorized the repurchase of
20 million
shares of our common stock in open market transactions or otherwise for the purpose of providing shares for the Company’s equity award and other employee benefit plans and for any other additional purpose or purposes as may be determined from time to time by the Board of Directors. The Board of Directors did not fix any expiration date for this repurchase program.
|
4.1*
|
Twenty-seventh Supplemental Indenture dated as of April 30, 2015, 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.
|
|
|
4.2*
|
Ninth Supplemental Indenture dated as of April 30, 2015, 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 Trustee.
|
|
|
4.3*
|
Seventh Supplemental Indenture dated as of April 30, 2015, 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 Trustee.
|
|
|
4.4*
|
Sixth Supplemental Indenture dated as of April 30, 2015, 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 Trustee.
|
|
|
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
|
*
|
Filed electronically herewith.
|
|
|
TOLL BROTHERS, INC.
|
||
|
|
(Registrant)
|
||
|
|
|
|
|
Date:
|
June 4, 2015
|
By:
|
|
/s/ Martin P. Connor
|
|
|
|
|
Martin P. Connor
Senior Vice President and Chief Financial
Officer (Principal Financial Officer)
|
|
|
|
|
|
Date:
|
June 4, 2015
|
By:
|
|
/s/ Joseph R. Sicree
|
|
|
|
|
Joseph R. Sicree
Senior Vice President and Chief Accounting
Officer (Principal Accounting Officer)
|
|
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
|
|
|
|
|
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
|