UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2015
or
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 001-09186
TOLL BROTHERS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
 
23-2416878
(I.R.S. Employer
Identification No.)
 
 
 
250 Gibraltar Road, Horsham, Pennsylvania
(Address of principal executive offices)
 
19044
(Zip Code)
(215) 938-8000
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
 
 
Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)
 
 
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
At June 1, 2015 , there were approximately 176,103,000 shares of Common Stock, $0.01 par value, outstanding.







TOLL BROTHERS, INC.
TABLE OF CONTENTS
 
Page No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 







STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information included in this report or in other materials we have filed or will file with the Securities and Exchange Commission (“SEC”) (as well as information included in oral statements or other written statements made or to be made by us) contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these statements by the fact that they do not relate to matters of strictly historical or factual nature and generally discuss or relate to future events. These statements contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “can,” “could,” “might,” “should,” and other words or phrases of similar meaning. Such statements may include, but are not limited to, information related to: anticipated operating results; home deliveries; financial resources and condition; changes in revenues; changes in profitability; changes in margins; changes in accounting treatment; cost of revenues; selling, general and administrative expenses; interest expense; inventory write-downs; unrecognized tax benefits; anticipated tax refunds; sales paces and prices; effects of home buyer cancellations; growth and expansion; joint ventures in which we are involved; anticipated results from our investments in unconsolidated entities; the ability to acquire land and pursue real estate opportunities; the ability to gain approvals and open new communities; the ability to sell homes and properties; the ability to deliver homes from backlog; the ability to secure materials and subcontractors; the ability to produce the liquidity and capital necessary to expand and take advantage of opportunities; and legal proceedings and claims.
From time to time, forward-looking statements also are included in other reports on Forms 10-K, 10-Q, and 8-K, in press releases, in presentations, on our website, and in other materials released to the public. Any or all of the forward-looking statements included in this report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. This can occur as a result of incorrect assumptions or as a consequence of known or unknown risks and uncertainties. Many factors mentioned in this report or in other reports or public statements made by us, such as market conditions, government regulation and the competitive environment, will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements.
Forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
For a more detailed discussion of these factors, see the information under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K filed with the SEC and in this report.
When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Toll Brothers, Inc. and its subsidiaries, unless the context otherwise requires. References herein to “fiscal 2014,” “fiscal 2013,” “fiscal 2012,” and “fiscal 2011” refer to our fiscal years ending October 31, 2014, October 31, 2013, October 31, 2012, and October 31, 2011, respectively. References herein to “fiscal 2015” refer to our fiscal year ending October 31, 2015.



1



PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
TOLL BROTHERS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
 
April 30,
2015
 
October 31,
2014
 
(unaudited)
 
 
ASSETS
 
 
 
Cash and cash equivalents
$
532,157

 
$
586,315

Marketable securities
10,015

 
12,026

Restricted cash
17,962

 
18,342

Inventory
6,724,343

 
6,490,321

Property, construction, and office equipment, net
141,143

 
143,010

Receivables, prepaid expenses, and other assets
258,958

 
251,572

Mortgage loans held for sale
80,864

 
101,944

Customer deposits held in escrow
44,399

 
42,073

Investments in and advances to unconsolidated entities
467,259

 
447,078

Investments in distressed loans and foreclosed real estate
65,938

 
73,800

Deferred tax assets, net of valuation allowances
244,643

 
250,421

 
$
8,587,681

 
$
8,416,902

LIABILITIES AND EQUITY
 
 
 
Liabilities
 
 
 
Loans payable
$
674,817

 
$
654,261

Senior notes
2,655,798

 
2,655,044

Mortgage company loan facility
70,052

 
90,281

Customer deposits
275,347

 
223,799

Accounts payable
233,675

 
225,347

Accrued expenses
586,411

 
581,477

Income taxes payable
37,641

 
125,996

Total liabilities
4,533,741

 
4,556,205

Equity
 
 
 
Stockholders’ equity
 
 
 
Preferred stock, none issued

 

Common stock, 177,930 shares issued at both April 30, 2015 and October 31, 2014
1,779

 
1,779

Additional paid-in capital
722,303

 
712,162

Retained earnings
3,381,290

 
3,232,035

Treasury stock, at cost — 1,830 and 2,884 shares at April 30, 2015 and October 31, 2014, respectively
(55,980
)
 
(88,762
)
Accumulated other comprehensive loss
(3,051
)
 
(2,838
)
Total stockholders’ equity
4,046,341

 
3,854,376

Noncontrolling interest
7,599

 
6,321

Total equity
4,053,940

 
3,860,697

 
$
8,587,681

 
$
8,416,902

See accompanying notes.

2



TOLL BROTHERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Amounts in thousands, except per share data)
(Unaudited)
 
Six months ended April 30,
 
Three months ended April 30,
 
2015
 
2014
 
2015
 
2014
Revenues
$
1,706,035

 
$
1,504,055

 
$
852,583

 
$
860,374

 
 
 
 
 
 
 
 
Cost of revenues
1,328,544

 
1,202,030

 
678,512

 
687,998

Selling, general and administrative
213,999

 
202,190

 
107,685

 
104,320

 
1,542,543

 
1,404,220

 
786,197

 
792,318

Income from operations
163,492

 
99,835

 
66,386

 
68,056

Other:
 
 
 
 
 
 
 
Income from unconsolidated entities
11,128

 
37,242

 
6,227

 
14,327

Other income - net
35,935

 
27,642

 
13,919

 
11,101

Income before income taxes
210,555

 
164,719

 
86,532

 
93,484

Income tax provision
61,300

 
53,917

 
18,602

 
28,262

Net income
$
149,255

 
$
110,802

 
$
67,930

 
$
65,222

 
 
 
 
 
 
 
 
Other comprehensive (loss) income, net of tax:
 
 
 
 
 
 
 
Change in pension liability
(201
)
 
156

 
(23
)
 
103

Change in fair value of available-for-sale securities
2

 
(22
)
 

 
9

Unrealized (loss) income on derivative held by equity investee
(14
)
 
223

 
(7
)
 
(18
)
Other comprehensive (loss) income
(213
)
 
357

 
(30
)
 
94

Total comprehensive income
$
149,042

 
$
111,159

 
$
67,900

 
$
65,316

 
 
 
 
 
 
 
 
Income per share:
 
 
 
 
 
 
 
Basic
$
0.85

 
$
0.63

 
$
0.38

 
$
0.37

Diluted
$
0.81

 
$
0.60

 
$
0.37

 
$
0.35

Weighted-average number of shares:
 
 
 
 
 
 
 
Basic
176,267

 
177,278

 
176,458

 
178,082

Diluted
184,472

 
185,665

 
184,838

 
186,442

See accompanying notes.


3



TOLL BROTHERS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
 
Six months ended April 30,
 
2015
 
2014
Cash flow used in operating activities:
 
 
 
Net income
$
149,255

 
$
110,802

Adjustments to reconcile net income to net cash used in operating activities:

 

Depreciation and amortization
11,772

 
11,095

Stock-based compensation
12,552

 
12,294

Excess tax benefits from stock-based compensation
(3,045
)
 
(1,841
)
Income from unconsolidated entities
(11,128
)
 
(37,242
)
Distributions of earnings from unconsolidated entities
11,490

 
39,471

Income from distressed loans and foreclosed real estate
(5,205
)
 
(7,934
)
Deferred tax provision
7,197

 
18,864

Change in deferred tax valuation allowances
(1,290
)
 
(1,226
)
Inventory impairments and write-offs
13,310

 
3,906

Change in fair value of mortgage loans held for sale and derivative instruments
245

 
429

Gain on sale of marketable securities

 
(6
)
Changes in operating assets and liabilities
 
 
 
Increase in inventory
(201,915
)
 
(319,826
)
Origination of mortgage loans
(382,718
)
 
(308,466
)
Sale of mortgage loans
403,197

 
352,349

Decrease in restricted cash
380

 
9,494

Increase in receivables, prepaid expenses, and other assets
(14,387
)
 
(4,587
)
Increase in customer deposits
49,222

 
28,994

Increase in accounts payable and accrued expenses
8,436

 
21,973

(Decrease) increase in income taxes payable
(85,310
)
 
5,272

Net cash used in operating activities
(37,942
)
 
(66,185
)
Cash flow used in investing activities:
 
 
 
Purchase of property and equipment — net
(5,884
)
 
(5,767
)
Sale and redemption of marketable securities
2,000

 
39,243

Investment in and advances to unconsolidated entities
(27,705
)
 
(80,654
)
Return of investments in unconsolidated entities
10,637

 
39,014

Investment in distressed loans and foreclosed real estate
(1,697
)
 
(757
)
Return of investments in distressed loans and foreclosed real estate
14,592

 
22,424

Net increase in cash from purchase of joint venture interest
3,848

 


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
)
 
1,120,647

Net decrease in cash and cash equivalents
(54,158
)
 
(421,151
)
Cash and cash equivalents, beginning of period
586,315

 
772,972

Cash and cash equivalents, end of period
$
532,157

 
$
351,821

See accompanying notes.

4



TOLL BROTHERS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts of Toll Brothers, Inc. (the “Company,” “we,” “us,” or “our”), a Delaware corporation, and its majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Investments in 50% or less owned partnerships and affiliates are accounted for using the equity method unless it is determined that we have effective control of the entity, in which case we would consolidate the entity.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The October 31, 2014 balance sheet amounts and disclosures included herein have been derived from our October 31, 2014 audited financial statements. Since the accompanying condensed consolidated financial statements do not include all the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements, we suggest that they be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2014 . In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, necessary to present fairly our financial position as of April 30, 2015 , the results of our operations for the six -month and three -month periods ended April 30, 2015 and 2014 , and our cash flows for the six -month periods ended April 30, 2015 and 2014 . The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year.
Recent Accounting Pronouncements
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”). ASU 2013-11 is intended to eliminate inconsistent practices regarding the presentation of unrecognized tax benefits when a net operating loss, a similar tax loss, or a tax credit carryforward is available to reduce the taxable income or tax payable that would result from the disallowance of a tax position. We adopted ASU 2013-11 on November 1, 2014 and the adoption did not have a material effect on our condensed consolidated financial statements or disclosures.
In April 2013, the FASB issued ASU No. 2013-04, “Liabilities” (“ASU 2013-04”), which provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. We adopted ASU 2013-04 on November 1, 2014 and the adoption did not have a material effect on our condensed consolidated financial statements or disclosures.
In April 2015, the FASB issued ASU No. 2015-03, “Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”), which requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. ASU 2015-03 is effective for us beginning November 1, 2016. Upon adoption, we must apply the new guidance retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The adoption of ASU 2015-03 is not expected to have a material effect on our condensed consolidated financial statements or disclosures.
In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810) - Amendments to the Consolidation Analysis” (“ASU 2015-02”), which eliminates the deferral granted to investment companies from applying the variable interest entities (“VIEs”) guidance and makes targeted amendments to the current consolidation guidance. The new guidance applies to all entities involved with limited partnerships or similar entities and will require re-evaluation of these entities under the revised guidance which may change previous consolidation conclusions. ASU 2015-02 is effective for us beginning February 1, 2016, and, at that time, we may adopt the new standard retrospectively or use a modified retrospective approach. Early adoption is permitted. We are currently evaluating the impact the adoption of ASU 2015-02 will have on our condensed consolidated financial statements and disclosures.
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides guidance for revenue recognition. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. ASU 2014-09 also supersedes some cost guidance included in Subtopic 605-35, “Revenue Recognition-Construction-Type and Production-Type Contracts.” The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in

5



an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price, and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for us beginning November 1, 2017, and, at that time, we may adopt the new standard under the full retrospective approach or the modified retrospective approach. Early adoption is not permitted. We are currently evaluating the method of adoption and the impact the adoption of ASU 2014-09 will have on our condensed consolidated financial statements and disclosures.
In January 2014, the FASB issued ASU No. 2014-04, “Receivables - Troubled Debt Restructurings by Creditors” (“ASU 2014-04”), which clarifies when an in substance repossession or foreclosure of residential real estate property collateralizing a consumer mortgage loan has occurred. By doing so, this guidance helps determine when the creditor should derecognize the loan receivable and recognize the real estate property. ASU 2014-04 is effective prospectively for us beginning November 1, 2015. The adoption of ASU 2014-04 is not expected to have a material effect on our condensed consolidated financial statements or disclosures.
2. Acquisition
On February 4, 2014 , we completed our acquisition of Shapell Industries, Inc. (“Shapell”) pursuant to the Purchase and Sale Agreement (the “Purchase Agreement”) dated November 6, 2013 with Shapell Investment Properties, Inc. (“SIPI”). We acquired all of the equity interests in Shapell from SIPI for $1.49 billion , net of cash acquired (the “Acquisition”). We acquired the single-family residential real property development business of Shapell, including a portfolio of approximately 4,950 home sites in California, some of which we have sold to other builders. As part of the Acquisition, we assumed contracts to deliver 126 homes with an aggregate value of approximately $105.3 million .
We did not acquire the apartment and commercial rental properties owned and operated by Shapell (the “Shapell Commercial Properties”) or Shapell’s mortgage lending activities relating to its home building operations. Accordingly, the Purchase Agreement provides that SIPI will indemnify us for any loss arising out of or resulting from, among other things, (i) any liability (other than environmental losses, subject to certain exceptions) related to the Shapell Commercial Properties, and (ii) any liability (other than environmental losses, subject to certain exceptions) to the extent related to Shapell Mortgage, Inc. See Note 2, “Acquisitions” in our Annual Report on Form 10-K for the year ended October 31, 2014 for additional information regarding the Acquisition.
In the six -month and three -month periods ended April 30, 2014 , we recorded acquisition-related costs of $5.9 million and $5.1 million , respectively, which are included in the Condensed Consolidated Statements of Operations and Comprehensive Income within “Selling, general and administrative.” Such costs were expensed as incurred in accordance with FASB Accounting Standards Codification (“ASC”) 805, “Business Combinations.” There were no acquisition-related costs incurred in the six -month and three -month periods ended April 30, 2015 .
3. Inventory
Inventory at April 30, 2015 and October 31, 2014 consisted of the following (amounts in thousands):
 
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

Operating communities
4,435,840

 
4,011,914

 
$
6,724,343

 
$
6,490,321

Operating communities include communities offering homes for sale; communities that have sold all available home sites but have not completed delivery of the homes; communities that were previously offering homes for sale but are temporarily closed due to business conditions or non-availability of improved home sites and that are expected to reopen within twelve months of the end of the fiscal period being reported on; and communities preparing to open for sale. The carrying value attributable to operating communities includes the cost of homes under construction, land and land development costs, the carrying cost of home sites in current and future phases of these communities, and the carrying cost of model homes.
Communities that were previously offering homes for sale but are temporarily closed due to business conditions that do not have any remaining backlog and are not expected to reopen within twelve months of the end of the fiscal period being reported on have been classified as land owned for future communities. Backlog consists of homes under contract but not yet delivered to our home buyers (“backlog”).

6



Information regarding the classification, number, and carrying value of these temporarily closed communities, as of the dates indicated, is provided in the table below.
 
April 30,
2015
 
October 31,
2014
Land owned for future communities:
 
 
 
Number of communities
18

 
16

Carrying value (in thousands)
$
156,267

 
$
122,015

Operating communities:
 
 
 
Number of communities
8

 
9

Carrying value (in thousands)
$
23,025

 
$
42,092


The amounts we have provided for inventory impairment charges and the expensing of costs that we believed not to be recoverable, for the periods indicated, are shown in the table below (amounts in thousands):
 
Six months ended April 30,
 
Three months ended April 30,
 
2015
 
2014
 
2015
 
2014
Land controlled for future communities
$
610

 
$
1,006

 
$
366

 
$
324

Land owned for future communities
700

 


 
700

 

Operating communities
12,000

 
2,900

 
11,100

 
1,600

 
$
13,310

 
$
3,906

 
$
12,166

 
$
1,924

See Note 13, “Fair Value Disclosures,” for information regarding the number of operating communities that we tested for potential impairment, the number of operating communities in which we recognized impairment charges, the amount of impairment charges recognized, and the fair values of those communities, net of impairment charges.
See Note 15, “Commitments and Contingencies,” for information regarding land purchase commitments.
At April 30, 2015 , we evaluated our land purchase contracts to determine if any of the selling entities were VIEs and, if they were, whether we were the primary beneficiary of any of them. Under these land purchase contracts, we do not possess legal title to the land; our risk is generally limited to deposits paid to the sellers; and the creditors of the sellers generally have no recourse against us. At April 30, 2015 , we determined that 55 land purchase contracts, with an aggregate purchase price of $629.3 million , on which we had made aggregate deposits totaling $29.7 million , were VIEs and that we were not the primary beneficiary of any VIE related to our land purchase contracts. At October 31, 2014 , we determined that 63 land purchase contracts, with an aggregate purchase price of $578.2 million , on which we had made aggregate deposits totaling $30.7 million , were VIEs, and that we were not the primary beneficiary of any VIE related to our land purchase contracts.
Interest incurred, capitalized, and expensed, for the periods indicated, was as follows (amounts in thousands):  
 
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

Inventory impairment charges are recognized against all inventory costs of a community, such as land, land improvements, cost of home construction, and capitalized interest. The amounts included in the table directly above reflect the gross amount of capitalized interest without allocation of any impairment charges recognized. We estimate that, had inventory impairment charges been allocated on a pro rata basis to the individual components of inventory, capitalized interest at April 30, 2015 and 2014 would have been reduced by approximately $33.7 million and $35.4 million , respectively.

7




4. Investments in and Advances to Unconsolidated Entities
We have investments in and advances to various unconsolidated entities. These joint ventures (i) develop land for use by certain joint venture participants and, in other cases, for sale to other third party builders (“Land Development Joint Ventures”); (ii) develop for-sale homes and condominiums (“Home Building Joint Ventures”); (iii) develop luxury for-rent residential apartments, commercial space and a hotel (“Rental Property Joint Ventures”), which includes our investments in Toll Brothers Realty Trust (the “Trust”) and Toll Brothers Realty Trust II (“Trust II”); and (iv) invest in a portfolio of distressed loans and real estate (“Structured Asset Joint Venture”).
The table below provides information, as of April 30, 2015, regarding active joint ventures that we are invested in, by joint venture category ($ amounts in thousands):
 
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

Certain joint ventures in which we have investments obtained debt financing to finance a portion of their activities. The table below provides information at April 30, 2015 regarding the debt financing obtained by category ($ amounts in thousands):
 
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

More specific and/or recent information regarding our investments in, advances to, and future commitments to these entities is provided below; such activity is also included in the summary information provided above.
Land Development Joint Ventures
See Note 15, "Commitments and Contingencies," for information regarding land purchase agreements that we have with our Land Development Joint Ventures.
In the first quarter of fiscal 2015, we received approximately 48 home sites from a Land Development Joint Venture in consideration of our previous investment in the joint venture. In the third quarter of fiscal 2014, we received approximately 515 home sites from this venture. We have a commitment to this joint venture to fund approximately $15.5 million which represents our expected share of the major infrastructure improvements related to this community. Contributions to this joint venture related to these improvements will be included in “Inventory” in our Condensed Consolidated Balance Sheets when they are actually made.
Home Building Joint Ventures
In the first quarter of fiscal 2015, we entered into a joint venture with an unrelated party to complete the development of a high-rise luxury condominium project in New York City on property that we owned. We contributed $15.9 million as our initial contribution for a 25% interest in this joint venture. We sold the property to the joint venture for $78.5 million and we were reimbursed for development and construction costs incurred by us prior to the sale. The gain of $9.3 million that we achieved on the sale was deferred and will be recognized in our results of operations as units are sold and delivered to the ultimate home buyer. At April 30, 2015 , we had an investment of $16.7 million in this joint venture. The joint venture entered into a construction loan agreement of $124.0 million to fund the land purchase and a portion of the cost of the development of the property. At April 30, 2015 , the joint venture had $52.1 million borrowed under the construction loan.
We have an investment in a joint venture in which we have a 50% interest to develop a high-rise luxury condominium project in conjunction with a luxury hotel in New York City. At April 30, 2015 , we had invested $28.6 million in this joint venture and

8



expect to make additional investments of approximately $21.6 million for the development of this project. In November 2014, this joint venture, along with the hotel joint venture discussed in Rental Property Joint Ventures below, entered into a $160.0 million construction loan agreement to complete the construction of the condominiums and hotel. At April 30, 2015 , this joint venture had $26.8 million of outstanding borrowings under the loan agreement.
We have invested in a joint venture in which we have a 50% voting interest to develop 400 Park Avenue South, a high-rise luxury for-sale/rental project in New York City. At April 30, 2015, we had an investment of $132.0 million in this joint venture. Pursuant to the terms of the joint venture agreement, following completion of the construction of the building’s structure, we will acquire, with no additional consideration due from us, ownership of the top 18 floors of the building to sell, for our own account, luxury condominium units. Our partner will receive ownership of the lower floors containing residential rental units and retail space, with no additional consideration due from them. We expect to receive title to our floors during our third quarter of fiscal 2015. At the time of transfer, our investment in this joint venture will be reclassified from “Investments in and advances to unconsolidated entities” on our Condensed Consolidated Balance Sheet to “Inventory.” Contracts at 400 Park Avenue South have always been reported as if the project was wholly owned.
Rental Property Joint Ventures
In the second quarter of fiscal 2015, we entered into two joint ventures with an unrelated party to develop luxury for-rent residential apartment buildings. Prior to the formation of these joint ventures, we acquired the properties, through two 100%-owned entities, and incurred $18.8 million of land and land development costs. Our partner acquired a 75% interest in each of these entities for $14.5 million , of which $2.3 million was unpaid as of April 30, 2015. At April 30, 2015 , we had a combined investment of $5.0 million and funding commitments of $5.5 million in these ventures. In addition, in the second quarter of fiscal 2015, one of the joint ventures entered into a $39.0 million construction loan agreement with two banks to finance the development of this project. At April 30, 2015 , this joint venture had no borrowings under the construction loan agreement. The second joint venture expects to enter into a construction loan agreement during the second half of fiscal 2015.
We have an investment in a joint venture in which we have a 50% interest to develop a luxury hotel in conjunction with a high-rise luxury condominium project in the urban New York market. At April 30, 2015 , we had invested $16.8 million in this joint venture and expect to make additional investments of approximately $13.9 million for the development of the hotel. In November 2014, this joint venture, along with a joint venture discussed in Home Building Joint Ventures above, entered into a $160.0 million construction loan agreement to complete the construction of the condominiums and the hotel. At April 30, 2015 , this joint venture had $12.4 million of outstanding borrowings under the loan agreement.
In fiscal 2005, we, together with an unrelated party, formed Trust II to invest in commercial real estate opportunities. Trust II is owned 50% by us and 50% by our partner. In December 2013, Trust II sold substantially all of its assets to an unrelated party. As a result of this sale, we realized income of approximately $23.5 million in the first quarter of fiscal 2014, representing our share of the gain on the sale. Our share of the gain on sale of assets is included in “Income from unconsolidated entities” for the six months ended April 30, 2014 in our Condensed Consolidated Statement of Operations and Comprehensive Income. In December 2013, we received a $20.0 million cash distribution from Trust II. In addition, in the first quarter of fiscal 2014, we recognized $2.9 million in previously deferred gains on our initial sales of the properties to Trust II. This gain is included in “Other income - net,” for the six months ended April 30, 2014, in our Condensed Consolidated Statement of Operations and Comprehensive Income. At April 30, 2015 , we had an investment of $0.7 million in Trust II.
In 1998, prior to the formation of Trust II, we formed the Trust to invest in commercial real estate opportunities. The Trust is effectively owned one-third by us; one-third by Robert I. Toll, Bruce E. Toll (and members of his family), Douglas C. Yearley, Jr. and former members of our senior management; and one-third by an unrelated party. As of April 30, 2015 , our investment in the Trust was zero as distributions received from the Trust were in excess of the carrying amount of our net investment. We provide development, finance, and management services to the Trust and recognized fees under the terms of various agreements in the amounts of $1.2 million and $1.7 million in the six -month periods ended April 30, 2015 and 2014 , respectively, and $0.6 million and $1.1 million in the three -month periods ended April 30, 2015 and 2014 , respectively. In the first quarter of fiscal 2015, we received a $2.0 million distribution from the Trust which is included in “Income from unconsolidated entities” in our Consolidated Statements of Operations and Comprehensive Income. In the second quarter of fiscal 2014, the Trust refinanced the mortgage on one of its properties and distributed $36.0 million of the net proceeds from the refinancing to its partners. We received $12.0 million as our share of the proceeds and recognized this distribution as income in the second quarter of fiscal 2014.
Guarantees
The unconsolidated entities in which we have investments generally finance their activities with a combination of partner equity and debt financing. In some instances, we and our partners have guaranteed debt of certain unconsolidated entities. These guarantees may include any, or all, of the following: (i) project completion guarantees, including any cost overruns; (ii)

9



repayment guarantees, generally covering a percentage of the outstanding loan; (iii) guarantees of indemnities provided to the lender by the unconsolidated entity with regard to environmental matters; (iv) a hazardous material indemnity that holds the lender harmless for any liability it may suffer from the threat or presence of any hazardous or toxic substances at or near the property covered by a loan; and (v) indemnification of the lender from “bad boy acts” of the unconsolidated entity.
In some instances, the guarantees provided in connection with loans to an unconsolidated entity are joint and several. In these situations, we generally have a reimbursement agreement with our partner that provides that neither party is responsible for more than its proportionate share or agreed-upon share of the guarantee; however, if a joint venture partner does not have adequate financial resources to meet its obligations under the reimbursement agreement, we may be liable for more than our proportionate share.
We believe that, as of April 30, 2015 , in the event we become legally obligated to perform under a guarantee of the obligation of an unconsolidated entity due to a triggering event, the collateral in such entity should be sufficient to repay a significant portion of the obligation. If it is not, we and our partners would need to contribute additional capital to the venture. At April 30, 2015 , the unconsolidated entities that have guarantees related to debt had loan commitments aggregating $922.2 million and had borrowed an aggregate of $412.5 million . The terms of these guarantees generally range from seven months to 60 months . We estimate that the maximum potential exposure under these guarantees, if the full amount of the loan commitments were borrowed, would be $922.2 million before any reimbursement from our partners. Based on the amounts borrowed at April 30, 2015 , our maximum potential exposure under these guarantees is estimated to be approximately $412.5 million before any reimbursement from our partners.
In addition, we have guaranteed approximately $10.9 million of ground lease payments and insurance deductibles for three joint ventures.
As of April 30, 2015 , the estimated aggregate fair value of the guarantees provided by us related to debt and other obligations of certain unconsolidated entities was approximately $4.5 million . We have not made payments under any of the guarantees, nor have we been called upon to do so.
Variable Interest Entities
At April 30, 2015 , we determined that one of our joint ventures was a VIE under the guidance within ASC 810, “Consolidation.” At October 31, 2014, we had determined that three of our joint ventures were VIEs under this guidance; we have concluded that we were not the primary beneficiary of the VIEs because the power to direct the activities of these VIEs that most significantly impact their performance was shared by us and the VIEs’ other members. Business plans, budgets, and other major decisions are required to be unanimously approved by all members. Management and other fees earned by us are nominal and believed to be at market rates, and there is no significant economic disproportionality between us and the other members. The information presented below regarding the investments, commitments, and guarantees in unconsolidated entities deemed to be VIEs is also included in the information provided above.
At April 30, 2015 and October 31, 2014 , our investments in unconsolidated joint ventures deemed to be VIEs, which are included in “Investments in and advances to unconsolidated entities” in the accompanying Condensed Consolidated Balance Sheets, totaled $7.0 million and $46.4 million , respectively. At April 30, 2015 , the maximum exposure of loss to our investment in the unconsolidated joint venture that is a VIE is limited to our investment in the unconsolidated VIE, except with regard to $0.4 million of additional commitments to the VIE. At October 31, 2014 , the maximum exposure of loss to our investment in unconsolidated joint ventures that are VIEs is limited to our investment in the unconsolidated VIEs, except with regard to $43.4 million of additional commitments to fund the joint ventures and a $9.1 million guaranty of ground lease payments.

10



Joint Venture Condensed Financial Information
The Condensed Balance Sheets, as of the dates indicated, and the Condensed Statements of Operations and Comprehensive Income for the periods indicated, for the unconsolidated entities in which we have an investment, aggregated by type of business, are included below (in thousands).
Condensed Balance Sheets:
 
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.


11



Condensed Statements of Operations and Comprehensive Income:
 
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



12



 
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.

13



5. Investments in Distressed Loans and Foreclosed Real Estate
Investments in distressed loans and REO consisted of the following as of the dates indicated (amounts in thousands):
 
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

In prior periods, we presented our investments in distressed loans and REO in two separate line items on our Condensed Consolidated Balance Sheets. Our Condensed Consolidated Balance Sheet at October 31, 2014 has been reclassified to conform to the fiscal 2015 presentation.
Investments in Distressed Loans
Our investments in distressed loans represent non-performing loans classified as nonaccrual in accordance with ASC 310-10, “Receivable.” Interest income is not recognized on nonaccrual loans. When a loan is classified as nonaccrual, any subsequent cash receipt is accounted for using the cost recovery method.
Investments in REO
The table below provides, for the periods indicated, the activity in REO (amounts in thousands):
 
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

As of April 30, 2015 , approximately $10.2 million and $53.5 million of REO was classified as held-for-sale and held-and-used, respectively. As of April 30, 2014 , approximately $7.2 million and $69.5 million of REO was classified as held-for-sale and held-and-used, respectively. The table below provides, for the periods indicated, gains we recorded from the acquisitions of REO through foreclosure (amounts in thousands):
 
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

6. Loans Payable, Senior Notes and Mortgage Company Loan Facility
Loans Payable
At April 30, 2015 and October 31, 2014 , loans payable consisted of the following (amounts in thousands):
 
 
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

Senior Unsecured Term Loan
On February 3, 2014, we entered into a five -year senior, $485.0 million , unsecured term loan facility (the “Term Loan Facility”) with a syndicate of banks. We borrowed the full amount of the Term Loan Facility on February 3, 2014. In October 2014, we increased the Term Loan Facility by $15.0 million and borrowed the full amount of the increase. At April 30, 2015 , the interest rate on borrowings under the Term Loan Facility was 1.59% per annum.

14



We and substantially all of our 100% -owned home building subsidiaries are guarantors under the Term Loan Facility. The Term Loan Facility contains substantially the same financial covenants as our Credit Facility, as described below. The Term Loan Facility will mature and amounts owing thereunder will become due and payable on February 3, 2019.
Loans Payable - Other
Our “Loans payable - other” represent purchase money mortgages on properties we acquired that the seller had financed and various revenue bonds that were issued by government entities on our behalf to finance community infrastructure and our manufacturing facilities. At April 30, 2015 , the weighted-average interest rate on “Loans payable - other” was 4.20% per annum.
Credit Facility
On August 1, 2013, we entered into a $1.035 billion unsecured, five -year revolving credit facility (“Credit Facility”) with a syndicate of banks (“Aggregate Credit Commitment”). The commitments under the Credit Facility are scheduled to expire on August 1, 2018 . We are obligated to pay an undrawn commitment fee to the lenders under the Credit Facility which is based on the average daily unused amount of the Aggregate Credit Commitment and our leverage ratio. Any proceeds from borrowings under the Credit Facility may be used for general corporate purposes. We and substantially all of our 100% -owned home building subsidiaries are guarantors under the Credit Facility.
Under the terms of the Credit Facility, our maximum leverage ratio (as defined in the credit agreement) may not exceed 1.75 to 1.00 and we are required to maintain a minimum tangible net worth (as defined in the credit agreement) of no less than approximately $2.57 billion . Under the terms of the Credit Facility, at April 30, 2015 , our leverage ratio was approximately 0.70 to 1.00 and our tangible net worth was approximately $4.00 billion . Based upon the minimum tangible net worth requirement in the Credit Facility, our ability to repurchase our common stock was limited to approximately $1.89 billion as of April 30, 2015 .
At April 30, 2015 , we had no outstanding borrowings under the Credit Facility and had outstanding letters of credit of approximately $97.8 million . See “Subsequent Events” below.
Senior Notes
At April 30, 2015 , we, through Toll Brothers Finance Corp, had eight issues of Senior Notes outstanding with an aggregate principal amount of $2.66 billion .
In March 2014, we repaid the $268.0 million of the then outstanding principal amount of 4.95% Senior Notes due March 15, 2014.
In November 2013, we issued $350.0 million aggregate principal amount of 4.0% Senior Notes due 2018 (the “ 4.0% Senior Notes”) and $250.0 million aggregate principal amount of 5.625% Senior Notes due 2024 (the “ 5.625% Senior Notes”). We received $596.2 million of net proceeds from the issuance of the 4.0% Senior Notes and the 5.625% Senior Notes.
Subsequent Events
In May 2015, we repaid, at maturity, the $300.0 million of outstanding 5.15% Senior Notes due May 15, 2015 using available cash and $250.0 million of borrowings under the Credit Facility.
Mortgage Company Loan Facility
In July 2014, TBI Mortgage ® Company (“TBI Mortgage”), our wholly-owned mortgage subsidiary, amended its Master Repurchase Agreement (the “Repurchase Agreement”) with Comerica Bank. The purpose of the Repurchase Agreement is to finance the origination of mortgage loans by TBI Mortgage, and the Repurchase Agreement is accounted for as a secured borrowing under ASC 860, “Transfers and Servicing.” The Repurchase Agreement, as amended, provides for loan purchases up to $50.0 million , subject to certain sublimits. In addition, the Repurchase Agreement provides for an accordion feature under which TBI Mortgage may request that the aggregate commitments under the Repurchase Agreement be increased to an amount up to $100.0 million for a short period of time. The Repurchase Agreement, as amended, expires on July 21, 2015 and borrowings thereunder bear interest at LIBOR plus 2.00% per annum, with a minimum rate of 2.00% . At April 30, 2015 , the interest rate on the Repurchase Agreement was 2.18% per annum. At April 30, 2015 , we had $70.1 million of outstanding borrowings under the Repurchase Agreement.

15




7. Accrued Expenses
Accrued expenses at April 30, 2015 and October 31, 2014 consisted of the following (amounts in thousands):
 
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

Prior to the third quarter of fiscal 2014, we received stucco-related claims in certain completed communities located in Pennsylvania and Delaware, which are in our Mid-Atlantic region. During the third quarter of fiscal 2014, the rate of claims increased. Through the third quarter of fiscal 2014, we believed that our warranty accruals, self-insurance accruals, and our liability insurance were adequate to cover our cost of repairs for those claims. The rate of claims continued to increase during the fourth quarter of fiscal 2014. In response, we undertook a comprehensive review of homes in completed communities built during fiscal 2003 through fiscal 2009 in Pennsylvania and Delaware. Our review revealed that additional stucco-related repairs will likely be needed in certain communities. As of October 31, 2014, we estimated our potential liability for known and unknown claims to be approximately $54.0 million , of which we expect to recover approximately 40% from our outside insurance carriers. In addition to previously recognized warranty and self-insurance accruals, we recognized a $25.0 million additional charge in the fourth quarter of fiscal 2014 for estimated repair costs. Our review included an analysis of the number of claims received, our inspection to-date of homes, an estimate of the number of homes we expect to repair and the extent of such repairs, and the amount of warranty and self-insurance reserves already recorded. We continue to review our potential liability for these claims and at April 30, 2015 , we believe that our existing reserves and insurance were sufficient. We will continue to review and analyze these claims as they are submitted, and, due to the degree of judgment required and the potential for variability in our underlying assumptions, our actual future costs could differ from those estimated. The above charge was included in “Cost of revenues” in our Consolidated Statements of Operations and Comprehensive Income included in our Annual Report on Form 10-K for the year ended October 31, 2014.
We have received construction claims brought by three related multifamily community associations in the West region alleging issues with design and construction and damage to exterior common area elements. Our investigations of these matters are in the very early stages. We believe we have coverage under multiple owner controlled insurance policies with deductibles or self-insured retention requirements that vary from policy year to policy year. Our review of these matters is ongoing, and, due to the degree of judgment required, the potential for variability in our underlying assumptions, and the availability of insurance coverage, our actual future costs could differ from our estimates.

We do not believe that any resolution of the above matters in excess of the amounts currently accrued would be material to our financial condition.
We accrue for expected warranty costs at the time each home is closed and title and possession are transferred to the home buyer. Warranty costs are accrued based upon historical experience. The table below provides, for the periods indicated, a reconciliation of the changes in our warranty accrual (amounts in thousands):
 
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


16




8. Income Taxes
We recorded an income tax provision of $61.3 million and $53.9 million for the six months ended April 30, 2015 and 2014 , respectively. The effective tax rate for the six months ended April 30, 2015 was 29.1% , compared to 32.7% for the six months ended April 30, 2014 . The income tax provisions for both periods included tax benefits related to the utilization of domestic production activities deductions and other permanent differences, offset by the provision for state income taxes and interest accrued on unrecognized tax benefits. The income tax provision for the six months ended April 30, 2015 also benefited from a $13.7 million reversal of a previously recognized tax provision related to a settlement with a taxing jurisdiction. The income tax provision for the six months ended April 30, 2014 also benefited from the reversal of a previously recognized tax provision related to the expiration of the statute of limitations and the settlement of a state income tax audit.
We recorded an income tax provision of $18.6 million and $28.3 million for the three months ended April 30, 2015 and 2014 , respectively. The effective tax rate for the three months ended April 30, 2015 was 21.5% , compared to 30.2% for the three months ended April 30, 2014 . The income tax provisions for both periods included tax benefits related to the utilization of domestic production activities deductions and other permanent differences, offset by the provision for state income taxes and interest accrued on unrecognized tax benefits. The income tax provision for three months ended April 30, 2015 also benefited from a $13.7 million reversal of a previously recognized tax provision related to a settlement with a taxing jurisdiction. The income tax provision for the three months ended April 30, 2014 also benefited from the reversal of a previously recognized tax provision related to the expiration of the statute of limitations and the settlement of a state income tax audit.
We currently operate in 19 states and are subject to various state tax jurisdictions. We estimate our state tax liability based upon the individual taxing authorities’ regulations, estimates of income by taxing jurisdiction, and our ability to utilize certain tax-saving strategies. Based on our estimate of the allocation of income or loss among the various taxing jurisdictions and changes in tax regulations and their impact on our tax strategies, we estimate our rate for the full fiscal year for state income taxes at 6.7% and 7.2% for fiscal 2015 and 2014 , respectively.
For state tax purposes, due to past and projected losses in certain jurisdictions where we do not have carryback potential and/or cannot sufficiently forecast future taxable income, we recognized net cumulative valuation allowances against our state deferred tax assets of $42.5 million and $43.8 million as of April 30, 2015 and October 31, 2014 , respectively.
At April 30, 2015 , we had $45.6 million of gross unrecognized tax benefits, including interest and penalties. If these unrecognized tax benefits reverse in the future, they would have a beneficial impact on our effective tax rate at that time. During the next 12 months, it is reasonably possible that our unrecognized tax benefits may decrease by up to $10.8 million , primarily due to the expiration of certain statutes of limitations and potential settlements with taxing jurisdictions.
9. Stock-Based Benefit Plans
We grant stock options and various types of restricted stock units to our employees and our non-employee directors. Additionally, we have an employee stock purchase plan that allows employees to purchase our stock at a discount.
Information regarding the amount of total stock-based compensation expense and tax benefit recognized by us, for the periods indicated, is as follows (amounts in thousands):
 
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

At April 30, 2015 and October 31, 2014 , the aggregate unamortized value of outstanding stock-based compensation awards was approximately $34.8 million and $24.0 million , respectively.

17




10. Accumulated Other Comprehensive Loss
The tables below provide, for the periods indicated, the components of accumulated other comprehensive loss (amounts in thousands):
 
 
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
)

18



Reclassifications for the amortization of the employee retirement plans are included in “Selling, general and administrative” expense in the Condensed Consolidated Statements of Operations and Comprehensive Income. Reclassifications for the realized gains and losses on available-for-sale securities are included in “Other income - net” in the Condensed Consolidated Statements of Operations and Comprehensive Income.
11. Stock Issuance and Stock Repurchase Program

Stock Issuance
    
In November 2013, in anticipation of the Acquisition, we issued 7.2 million shares of our common stock, par value $0.01 per share, at a price to the public of $32.00 per share. We received $220.4 million of net proceeds from the issuance.
Stock Repurchase Program
In March 2003, our Board of Directors authorized the repurchase of up to 20 million shares of our common stock in open market transactions or otherwise for the purpose of providing shares for our various employee benefit plans.
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. Additionally, our Board of Directors terminated, effective December 31, 2014, our March 2003 share repurchase program. The table below provides, for the periods indicated, information about our share repurchase programs:
 
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

12. Income per Share Information
The table below provides, for the periods indicated, information pertaining to the calculation of income per share, common stock equivalents, weighted-average number of antidilutive options, and shares issued (amounts in thousands):
 
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.

19



13. Fair Value Disclosures
Financial Instruments
The table below provides, as of the dates indicated, a summary of assets (liabilities) related to our financial instruments, measured at fair value on a recurring basis (amounts in thousands):
 
 
 
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

At April 30, 2015 and October 31, 2014 , the carrying value of cash and cash equivalents and restricted cash approximated fair value.
Marketable Securities
The fair value of our marketable securities approximates the amortized cost basis as of April 30, 2015 and October 31, 2014 . The estimated fair values of marketable securities are based on quoted prices provided by brokers. The remaining contractual maturity of marketable securities as of April 30, 2015 was seven months .
Mortgage Loans Held for Sale
The table below provides, as of the dates indicated, the aggregate unpaid principal and fair value of mortgage loans held for sale (amounts in thousands):
 
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

At the end of the reporting period, we determine the fair value of our mortgage loans held for sale and the forward loan commitments we have entered into as a hedge against the interest rate risk of our mortgage loans using the market approach to determine fair value. The evaluation is based on the current market pricing of mortgage loans with similar terms and values as of the reporting date and by applying such pricing to the mortgage loan portfolio. We recognize the difference between the fair value and the unpaid principal balance of mortgage loans held for sale as a gain or loss. In addition, we recognize the fair value of our forward loan commitments as a gain or loss. These gains and losses are included in “Other income - net” in our Condensed Consolidated Statements of Operations and Comprehensive Income. Interest income on mortgage loans held for sale is calculated based upon the stated interest rate of each loan and is included in “Other income - net.”
IRLCs represent individual borrower agreements that commit us to lend at a specified price for a specified period as long as there is no violation of any condition established in the commitment contract. These commitments have varying degrees of interest rate risk. We utilize best efforts forward loan commitments (“Forward Commitments”) to hedge the interest rate risk of the IRLCs and residential mortgage loans held for sale. Forward Commitments represent contracts with third-party investors for the future delivery of loans whereby we agree to make delivery at a specified future date at a specified price. The IRLCs and Forward Commitments are considered derivative financial instruments under ASC 815, “Derivatives and Hedging,” which requires derivative financial instruments to be recorded at fair value. We estimate the fair value of such commitments based on the estimated fair value of the underlying mortgage loan and, in the case of IRLCs, the probability that the mortgage loan will fund within the terms of the IRLC. The fair values of IRLCs and forward loan commitments are included in either “Receivables, prepaid expenses and other assets” or “Accrued expenses” in our Condensed Consolidated Balance Sheets, as appropriate. To manage the risk of non-performance of investors regarding the Forward Commitments, we assess the credit worthiness of the investors on a periodic basis.

20



Inventory
We recognize inventory impairment charges based on the difference in the carrying value of the inventory and its fair value at the time of the evaluation. The fair value of the aforementioned inventory was determined using Level 3 criteria. Estimated fair value is primarily determined by discounting the estimated future cash flow of each community. See Note 1, “Significant Accounting Policies – Inventory” in our Annual Report on Form 10-K for the year ended October 31, 2014 for additional information regarding our methodology on determining fair value. As further discussed in Note 1 in our Annual Report on Form 10-K for the year ended October 31, 2014 , determining the fair value of a community’s inventory involves a number of variables, many of which are interrelated. If we used a different input for any of the various unobservable inputs used in our impairment analysis, the results of the analysis may have been different, absent any other changes. The table below summarizes, for the periods indicated, the ranges of certain quantitative unobservable inputs utilized in determining the fair value of impaired communities:
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%
The table below provides, for the periods indicated, the fair value of operating communities whose carrying value was adjusted and the amount of impairment charges recognized ($ amounts in thousands):
 
 
 
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

The impairment charge recorded in the three-month period ended April 30, 2015 related to one community located in the North geographic segment.

21



Debt
The table below provides, as of the dates indicated, the book value and estimated fair value of our debt (amounts in thousands):
 
 
 
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.
14. Other Income - Net
The table below provides, for the periods indicated, the components of other income - net (amounts in thousands):
 
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

In the six months ended April 30, 2015 , our security monitoring business recognized an $8.1 million gain from a bulk sale of security monitoring accounts, which is included in income from ancillary businesses above. In the six -month period ended April 30, 2014 , income from land sales includes $2.9 million of previously deferred gains on our initial sales of the properties to Trust II as further described in Note 4, “Investments in and Advances to Unconsolidated Entities.”
Income from ancillary businesses include our mortgage, title, landscaping, security monitoring, and golf course and country club operations. The table below provides, for the periods indicated, revenues and expenses for our ancillary businesses (amounts in thousands):
 
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

The table below provides, for the periods indicated, revenues and expenses recognized from land sales (amounts in thousands):
 
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


22



Land sale revenues, for the six months ended April 30, 2015 , include $78.5 million related to property sold to a Home Building Joint Venture in which we have a 25% interest. Due to our continued involvement in the joint venture through our ownership interest and guarantees provided on the joint venture’s debt, we deferred the $9.3 million gain realized on the sale. We will recognize the gain as units are sold to the ultimate home buyers. See Note 4, “Investments in and Advances to Unconsolidated Entities” for more information on this transaction.
15. Commitments and Contingencies
Legal Proceedings
We are involved in various claims and litigation arising principally in the ordinary course of business. We believe that adequate provision for resolution of all current claims and pending litigation has been made for probable losses. We believe that the disposition of these matters will not have a material adverse effect on our results of operations and liquidity or on our financial condition.
Investments in and Advances to Unconsolidated Entities
At April 30, 2015 , we had investments in and advances to a number of unconsolidated entities, were committed to invest or advance additional funds, and had guaranteed a portion of the indebtedness and/or loan commitments of these entities. See Note 4, “Investments in and Advances to Unconsolidated Entities,” for more information regarding our commitments to these entities.
Land Purchase Commitments
Generally, our purchase agreements to acquire land parcels do not require us to purchase those land parcels, although we, in some cases, forfeit any deposit balance outstanding if and when we terminate a purchase agreement. If market conditions are weak, approvals needed to develop the land are uncertain, or other factors exist that make the purchase undesirable, we may choose not to acquire the land. Whether a purchase agreement is legally terminated or not, we review the amount recorded for the land parcel subject to the purchase agreement to determine if the amount is recoverable. While we may not formally terminate the purchase agreements for those land parcels that we do not expect to acquire, we write off any non-refundable deposits and costs previously capitalized to such land parcels in the periods that we determine such costs are not recoverable.
Information regarding our land purchase commitments, as of the dates indicated, is provided in the table below (amounts in thousands):
 
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

At April 30, 2015 , we had a purchase commitment or understandings to acquire 536 home sites from three of our Land Development Joint Ventures for an aggregate purchase price of $178.8 million . In addition, we expect to purchase approximately 3,300 additional home sites from several joint ventures in which we have interests; the purchase prices of these home sites will be determined at a future date.
At April 30, 2015 , we also had purchase commitments to acquire land for apartment developments of approximately $29.9 million , of which we had outstanding deposits in the amount of $0.9 million .
In November 2014, we closed on a 99 -year ground lease on land located within New York City where we intend to develop a high-rise luxury cooperative-owned residential building. In August 2014, we paid $4.7 million representing two years of prepaid rent under the ground lease, which is included in “Deposits against aggregate purchase commitments” above. Under the terms of the ground lease, once final approvals are received, we will be required to make an additional payment of $17.5 million . This additional required payment is included in “Aggregate purchase commitments - Unrelated parties” above. As we deliver homes to our home buyers, the obligation under this lease will transfer to the building’s cooperative. We expect to deliver all homes by the end of our fiscal year 2018; therefore, we have included two years of additional rent payments totaling $4.7 million that we expect to pay which is also included in “Aggregate purchase commitments - Unrelated parties” above.

23



We have additional land parcels under option that have been excluded from the aforementioned aggregate purchase amounts since we do not believe that we will complete the purchase of these land parcels and no additional funds will be required from us to terminate these contracts.
Surety Bonds and Letters of Credit
At April 30, 2015 , we had outstanding surety bonds amounting to $610.5 million , primarily related to our obligations to governmental entities to construct improvements in our communities. We estimate that $389.1 million of work remains on these improvements. We have an additional $106.3 million of surety bonds outstanding that guarantee other obligations. We do not believe that it is probable that any outstanding bonds will be drawn upon.
At April 30, 2015 , we had outstanding letters of credit of $97.8 million under our Credit Facility. These letters of credit were issued to secure our various financial obligations including insurance policy deductibles and other claims, land deposits, and security to complete improvements in communities which we are operating. We do not believe that it is probable that any outstanding letters of credit will be drawn upon.
Warranty and Self-Insurance
See Note 7, “Accrued Expenses,” for additional information regarding our obligations related to warranty and self-insurance matters.
Backlog
At April 30, 2015 , we had agreements of sale outstanding to deliver 4,387 homes with an aggregate sales value of $3.48 billion .
Mortgage Commitments
Our mortgage subsidiary provides mortgage financing for a portion of our home closings. For those home buyers to whom our mortgage subsidiary provides mortgages, we determine whether the home buyer qualifies for the mortgage based upon information provided by the home buyer and other sources. For those home buyers who qualify, our mortgage subsidiary provides the home buyer with a mortgage commitment that specifies the terms and conditions of a proposed mortgage loan based upon then-current market conditions. Prior to the actual closing of the home and funding of the mortgage, the home buyer will lock in an interest rate based upon the terms of the commitment. At the time of rate lock, our mortgage subsidiary agrees to sell the proposed mortgage loan to one of several outside recognized mortgage financing institutions (“investors”) that is willing to honor the terms and conditions, including interest rate, committed to the home buyer. We believe that these investors have adequate financial resources to honor their commitments to our mortgage subsidiary.
Information regarding our mortgage commitments, as of the dates indicated, is provided in the table below (amounts in thousands):
 
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


24



16. Information on Operating Segments
We operate in two reportable segments: traditional home building and urban infill. We build and sell homes in traditional home building markets consisting of detached and attached homes in luxury residential communities located in affluent suburban markets which cater to move-up, empty-nester, active-adult, age-qualified, and second-home buyers in the United States (“Traditional Home Building”). We also build and sell homes in urban infill markets through Toll Brothers City Living ® (“City Living”).
We have determined that our Traditional Home Building operations operate in four geographic segments: North, Mid-Atlantic, South, and West. The states comprising each geographic segment are as follows:
North:    Connecticut, Illinois, Massachusetts, Michigan, Minnesota, New Jersey, and New York
Mid-Atlantic:    Delaware, Maryland, Pennsylvania, and Virginia
South:    Florida, North Carolina, and Texas
West:    Arizona, California, Colorado, Nevada, and Washington
Revenue and income (loss) before income taxes for each of our reportable and geographic segments, for the periods indicated, were as follows (amounts in thousands):  
 
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

“Corporate and other” is comprised principally of general corporate expenses such as the offices of our executive officers; the corporate finance, accounting, audit, tax, human resources, risk management, information technology, marketing, and legal groups; interest income; income from certain of our ancillary businesses, including Gibraltar; and income from a number of our unconsolidated entities.

25



Total assets for each of our reportable and geographic segments, as of the dates indicated, are shown in the table below (amounts in thousands).  
 
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

“Corporate and other” is comprised principally of cash and cash equivalents, marketable securities, restricted cash, deferred tax assets, the assets of our Gibraltar investments, manufacturing facilities, and our mortgage subsidiary.
Inventory for each of our reportable and geographic segments, as of the dates indicated, is shown in the table below (amounts in thousands):
 
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


26



Investments in and advances to unconsolidated entities for each of our reportable and geographic segments, as of the dates indicated, are shown in the table below (amounts in thousands):
 
 
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

“Corporate and other” is comprised of our investments in the Rental Property Joint Ventures (including the Trust and Trust II) and the Structured Asset Joint Venture. In the first quarter of fiscal 2015, a Rental Property Joint Venture that was previously included in the Mid-Atlantic geographic segment was reclassified to “Corporate and other.” Our investment balance in this joint venture at October 31, 2014 of $12.4 million was reclassified in the table above to conform to the fiscal 2015 presentation.

17. Supplemental Disclosure to Condensed Consolidated Statements of Cash Flows
The following are supplemental disclosures to the Condensed Consolidated Statements of Cash Flows, for the periods indicated (amounts in thousands):  
 
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


27



18. Supplemental Guarantor Information
Our 100% -owned subsidiary, Toll Brothers Finance Corp. (the “Subsidiary Issuer”), has issued the following Senior Notes (amounts in thousands):
 
 
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

The obligations of the Subsidiary Issuer to pay principal, premiums, if any, and interest are guaranteed jointly and severally on a senior basis by us and substantially all of our 100% -owned home building subsidiaries (the “Guarantor Subsidiaries”). The guarantees are full and unconditional. Our non-home building subsidiaries and several of our home building subsidiaries (together, the “Non-Guarantor Subsidiaries”) do not guarantee the debt. The Subsidiary Issuer generates no operating revenues and does not have any independent operations other than the financing of our other subsidiaries by lending the proceeds from the above-described debt issuances. The indentures under which the Senior Notes were issued provide that any of our subsidiaries that provide a guarantee of the Credit Facility will guarantee the Senior Notes. The indentures further provide that any Guarantor Subsidiary may be released from its guarantee so long as (i) no default or event of default exists or would result from release of such guarantee; (ii) the Guarantor Subsidiary being released has consolidated net worth of less than 5% of the Company’s consolidated net worth as of the end of our most recent fiscal quarter; (iii) the Guarantor Subsidiaries released from their guarantees in any fiscal year comprise in the aggregate less than 10% (or 15% if and to the extent necessary to permit the cure of a default) of our consolidated net worth as of the end of our most recent fiscal quarter; (iv) such release would not have a material adverse effect on our and our subsidiaries’ home building business; and (v) the Guarantor Subsidiary is released from its guaranty under the Credit Facility. If there are no guarantors under the Credit Facility, all Guarantor Subsidiaries under the indentures will be released from their guarantees.
Separate financial statements and other disclosures concerning the Guarantor Subsidiaries are not presented because management has determined that such disclosures would not be material to investors.
Supplemental consolidating financial information of Toll Brothers, Inc., the Subsidiary Issuer, the Guarantor Subsidiaries, the Nonguarantor Subsidiaries and the eliminations to arrive at Toll Brothers, Inc. on a consolidated basis is presented below ($ amounts in thousands).

28



Condensed Consolidating Balance Sheet at April 30, 2015 :
 
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


29



Condensed Consolidating Balance Sheet at October 31, 2014 :
 
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






30



Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the six months ended April 30, 2015 :
 
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


Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the six months ended April 30, 2014 :
 
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



31



Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three months ended April 30, 2015 :
 
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


Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three months ended April 30, 2014 :
 
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



32



Condensed Consolidating Statement of Cash Flows for the six months ended April 30, 2015 :
 
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


33



Condensed Consolidating Statement of Cash Flows for the six months ended April 30, 2014 :
 
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



34



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”)
This discussion and analysis is based on, should be read together with, and is qualified in its entirety by, the accompanying unaudited condensed consolidated financial statements and related notes, as well as our consolidated financial statements, notes thereto, and the related MD&A contained in our Annual Report on Form 10-K for the fiscal year ended October 31, 2014 . It also should be read in conjunction with the disclosure under “Statement on Forward-Looking Information” in this report.
Unless otherwise stated, net contracts signed represents a number or value equal to the gross number or value of contracts signed during the relevant period, less the number or value of contracts canceled during the relevant period, which includes contracts that were signed during the relevant period and in prior periods. Contracts acquired in an acquisition of a business are not considered signed contracts and are not included in the amounts reported by us in net contracts signed.
OVERVIEW
Financial Highlights
In the six -month period ended April 30, 2015 , we recognized $1.71 billion of revenues and net income of $149.3 million , as compared to $1.50 billion of revenues and net income of $110.8 million in the six -month period ended April 30, 2014 . In the three -month period ended April 30, 2015 , we recognized $852.6 million of revenues and net income of $67.9 million , as compared to $860.4 million of revenues and net income of $65.2 million in the three -month period ended April 30, 2014 .
At April 30, 2015 , we had $542.2 million of cash, cash equivalents and marketable securities on hand and approximately $937.2 million available under our $1.035 billion revolving credit facility (“Credit Facility”) that matures in August 2018. At April 30, 2015 , we had no outstanding borrowings under the Credit Facility and had outstanding letters of credit of approximately $97.8 million .
At April 30, 2015 , our total equity and our debt to total capitalization ratio were $4.05 billion and 0.46 to 1:00, respectively.
Our Business
We operate in a number of businesses associated with residential real estate, the most significant being designing, building, marketing and arranging the financing for detached and attached homes in luxury residential communities that cater to move-up, empty-nester, active-adult, age-qualified and second-home buyers in the United States (“Traditional Home Building”). We also build and sell homes in urban infill markets through Toll City Living ® (“City Living”). At April 30, 2015 , we were operating in 19 states.
We also control approximately 6,200 units in for-rent apartment projects that are currently operating, in the lease-up stage, under active development, or in the planning stage. Of the 6,200 units at April 30, 2015 , 3,900 are owned by joint ventures in which we have an interest; approximately 1,500 are owned by us; and 800 are under contract to be purchased by us. These projects, which are located in the metro Boston to metro Washington, D.C. corridor, are being operated, developed, or will be developed with partners under the brand names Toll Brothers Apartment Living, Toll Brothers Campus Living, and Toll Brothers Realty Trust.
We operate our own land development, architectural, engineering, mortgage, title, landscaping, security monitoring, lumber distribution, house component assembly, and manufacturing operations. We also develop, own, and operate golf courses and country clubs, which generally are associated with several of our master planned communities.
We also operate through a number of joint ventures. These joint ventures (i) develop land for use by certain joint venture participants and, in other cases, for sale to other third party builders (“Land Development Joint Ventures”); (ii) develop for-sale homes and condominiums (“Home Building Joint Ventures”); (iii) develop luxury for-rent residential apartments, commercial space and a hotel (“Rental Property Joint Ventures”), which includes our investments in Toll Brothers Realty Trust (the “Trust”) and Toll Brothers Realty Trust II (“Trust II”); and (iv) invest in a portfolio of distressed loans and real estate (“Structured Asset Joint Venture”). We earn construction and management fee income from many of these joint ventures.
In fiscal 2010, we formed Gibraltar Capital Asset and Management LLC (“Gibraltar”) to invest in distressed real estate opportunities. Gibraltar focuses primarily on residential loans and properties from unimproved ground to partially and fully improved developments, as well as commercial opportunities. At April 30, 2015 , Gibraltar had investments in distressed loans and foreclosed real estate of $65.9 million and an investment in a Structured Asset Joint Venture of $17.0 million .
Acquisition
On February 4, 2014 , we completed our acquisition of Shapell Industries, Inc. (“Shapell”) pursuant to a Purchase and Sale Agreement (the “Purchase Agreement”) dated November 6, 2013 with Shapell Investment Properties, Inc. (“SIPI”). We

35



acquired all of the equity interests in Shapell from SIPI for $1.49 billion , net of cash acquired (the “Acquisition”). We acquired the single-family residential real property development business of Shapell, including a portfolio of approximately 4,950 home sites in California, some of which we have sold to other builders. As part of the Acquisition, we assumed contracts to deliver 126 homes with an aggregate value of approximately $105.3 million .
We did not acquire the apartment and commercial rental properties owned and operated by Shapell (the “Shapell Commercial Properties”) or Shapell’s mortgage lending activities relating to their home building operations. Accordingly, the Purchase Agreement provides that SIPI will indemnify us for any loss arising out of or resulting from, among other things, (i) any liability (other than environmental losses, subject to certain exceptions) related to the Shapell Commercial Properties, and (ii) any liability (other than environmental losses, subject to certain exceptions) to the extent related to Shapell Mortgage, Inc. See Note 2, “Acquisitions” in our Annual Report on Form 10-K for the year ended October 31, 2014 for additional information regarding the Acquisition.
Our Challenging Business Environment and Current Outlook
We believe that, in fiscal 2012, the housing market began to recover from the significant slowdown that started in the fourth quarter of our fiscal year ended October 31, 2005. During fiscal 2012 and the first nine months of fiscal 2013, we saw a strong recovery in the number and value of new sales contracts signed.
In the fourth quarter of fiscal 2013, we experienced a leveling in demand that continued through the second quarter of fiscal 2014, and was followed by a decline in demand in the third quarter of fiscal 2014. Since the third quarter of fiscal 2014, we have seen a strengthening in customer demand. In fiscal 2015’s first six months, net signed contracts of $2.47 billion and 2,994 units rose 24.9% in dollars and 12.3% in units, compared to fiscal 2014’s first six months net signed contracts of $1.98 billion and 2,665 units. Similarly, in fiscal 2014’s fourth quarter, net signed contracts of $970.8 million and 1,282 units rose 16% in dollars and 10% in units, compared to fiscal 2013’s fourth-quarter net signed contracts of $839.0 million and 1,163 units. The strength in demand that we saw in the fourth quarter of fiscal 2014 and in the first half of fiscal 2015 has thus far continued into the third quarter of fiscal 2015. We are optimistic that this strengthening in customer demand may continue for the foreseeable future, with demand ultimately growing to more normalized levels.
We market our high quality homes to upscale luxury home buyers, generally those persons who have previously owned a principal residence and who are seeking to buy a larger or more desirable home — the so-called “move-up” market. We believe our reputation as a developer of homes for this market enhances our competitive position with respect to the sale of our smaller, more moderately priced, detached homes, as well as our attached homes.
We also market to the 50+ year-old “empty-nester” market, which we believe has strong growth potential. We have developed a number of home designs with features such as one-story living and first-floor master bedroom suites, as well as communities with recreational amenities such as golf courses, marinas, pool complexes, country clubs, and recreation centers that we believe appeal to this category of home buyers. We have integrated certain of these designs and features in some of our other home types and communities. We also develop active-adult, age-qualified communities for households in which at least one member is 55 years of age or older. As of April 30, 2015 , we were selling from 39 active-adult/age-qualified communities and expect to open additional age-qualified communities during the next few years. For the six -month periods ended April 30, 2015 and 2014 , the value of net contracts signed in active-adult/age-qualified communities was 8.7% and 9.1%, respectively, of total net contracts signed in each of the periods. In the six -month periods ended April 30, 2015 and 2014 , the number of net contracts signed in active-adult/age-qualified communities, as a percentage of the total number of net contracts signed, was 12.9% and 12.8%, respectively.
In order to serve a growing market of affluent move-up families, empty-nesters, and young professionals seeking to live in or close to major cities, we have developed and are developing a number of high-density, high-, mid- and low-rise urban luxury communities. These communities are currently marketed under our City Living brand. Sales and deliveries of our City Living products can vary significantly from period to period based on new product openings and deliveries of units in high-rise buildings, as construction is completed. Our City Living product generally yields a higher margin than our Traditional Home Building product. Our City Living communities, which we are currently developing or planning to develop on our own or through joint ventures, are located in the boroughs of Manhattan and Brooklyn, New York; Hoboken and Jersey City, New Jersey; Philadelphia, Pennsylvania; and Bethesda, Maryland. At April 30, 2015 , we owned or had under control 18 City Living projects, containing approximately 2,200 units, which are either selling, or being or will be developed by us or through joint ventures.
For the six -month periods ended April 30, 2015 and 2014 , the value of net contracts signed by our City Living group in wholly-owned projects was 5.3% and 6.9% of net contracts signed in the respective periods. In the six -month periods ended April 30, 2015 and 2014 , the number of net contracts signed by our City Living group in wholly-owned projects, as a percentage of the total number of net contracts signed, was 2.8% and 4.5%, respectively. At April 30, 2015 and 2014 , the value and units of

36



backlog of our City Living group in wholly-owned projects were $222.6 million ( 166 homes) and $318.7 million ( 256 homes), respectively.
We are also developing high-rise buildings in joint ventures with third-parties. At April 30, 2015 , two of these buildings were open for sale, containing a total of 219 units. In the six-month period ended April 30, 2015 , we signed 29 net contracts in these buildings with a total value of $78.0 million. At April 30, 2015 , these buildings had a backlog of $298.9 million.
We believe that the demographics of the move-up, empty-nester, active-adult, age-qualified, and second-home upscale markets will provide us with an opportunity for growth in the future. We believe that builders and developers with approved land in well-located markets will benefit from any strengthening demand. During the 2006 – 2011 housing market downturn, the pipeline of approved and improved home sites dwindled in many markets as many builders and developers lacked both the capital and the economic incentive to bring home sites through approvals. We believe that our financial strength through the 2006 – 2011 downturn in the housing market and our resulting portfolio of approved home sites in the Washington, D.C. to Boston corridor and in our California markets, in which land is scarce and approvals are more difficult to obtain, gives us a competitive advantage.
We continue to believe that many of our communities are in desirable locations that are difficult to replace and that many of these communities have substantial embedded value that may be realized in the future as the housing recovery strengthens.
Competitive Landscape
The home building business is highly competitive and fragmented. We compete with numerous home builders of varying sizes, ranging from local to national in scope, some of which have greater sales and financial resources than we do. Sales of existing homes, whether by a homeowner or by a financial institution that has acquired a home through a foreclosure, also provide competition. We compete primarily on the basis of price, location, design, quality, service, and reputation. We also believe our financial stability, relative to many others in our industry, is a favorable competitive factor as more home buyers focus on builder solvency.
In addition, there are fewer and more selective lenders serving our industry as compared to prior years and we believe that these lenders gravitate to the home building companies that offer them the greatest security, the strongest balance sheets, and the broadest array of potential business opportunities.
Land Acquisition and Development
Our business is subject to many risks because of the extended length of time that it takes to obtain the necessary approvals on a property, complete the land improvements on it, and deliver a home after a home buyer signs an agreement of sale. In certain cases, we attempt to reduce some of these risks by utilizing one or more of the following methods: controlling land for future development through options (also referred to herein as “land purchase contracts” or “option and purchase agreements”), which enable us to obtain the necessary governmental approvals to be obtained before acquiring title to the land; generally commencing construction of a detached home only after executing an agreement of sale and receiving a substantial down payment from the buyer; and using subcontractors to perform home construction and land development work on a fixed-price basis.
At April 30, 2015 , we controlled approximately 45,000 home sites, as compared to approximately 50,400 at April 30, 2014 ; 47,167 home sites at October 31, 2014; and 48,628 home sites at October 31, 2013. Of the approximately 45,000 total home sites that we owned or controlled through options at April 30, 2015 , we owned approximately 36,400 and controlled approximately 8,600 through options. Of the 45,000 home sites owned or controlled through options, approximately 16,100 were substantially improved. In addition, we expect to purchase approximately 3,300 additional home sites from several joint ventures in which we have interests, at prices not yet determined.
At April 30, 2015 , we were selling from 269 communities, compared to 252 communities at April 30, 2014 ; 263 communities at October 31, 2014; and 232 communities at October 31, 2013. We expect to be selling from 270 to 310 communities by October 31, 2015.
Availability of Customer Mortgage Financing
We maintain relationships with a widely diversified group of mortgage financial institutions, many of which are among the largest in the industry. We believe that regional and community banks continue to recognize the long-term value in creating relationships with high-quality, affluent customers such as our home buyers, and these banks continue to provide such customers with financing.
We believe that our home buyers generally are, and should continue to be, better able to secure mortgages due to their typically lower loan-to-value ratios and attractive credit profiles as compared to the average home buyer. Nevertheless, in recent years,

37



tightened credit standards have reduced the pool of potential home buyers and hindered accessibility of or eliminated certain loan products previously available to our home buyers. Our home buyers continue to face stricter mortgage underwriting guidelines, higher down payment requirements, and narrower appraisal guidelines than in the past. In addition, some of our home buyers continue to find it more difficult to sell their existing homes as prospective buyers of their homes may face difficulties obtaining a mortgage. In addition, other potential buyers may have little or negative equity in their existing homes and may not be able or willing to purchase a larger or more expensive home.
CONTRACTS
Six -Month Period Ended April 30, 2015
The aggregate value of net contracts signed increased $492.2 million or 24.9% in the six -month period ended April 30, 2015 , as compared to the six -month period ended April 30, 2014 . The value of net contracts signed was $2.47 billion ( 2,994 homes) and $1.98 billion ( 2,665 homes) in the six -month periods ended April 30, 2015 and 2014 , respectively. The increase in the aggregate value of net contracts signed in the fiscal 2015 period, as compared to the fiscal 2014 period, was the result of a 12.3% increase in the number of net contracts signed and an 11.2% increase in the average value of each contract signed.
The aggregate value of net contracts signed in our Traditional Home Building segment increased $496.8 million or 27.0% in the six -month period ended April 30, 2015 , as compared to the six -month period ended April 30, 2014 . The value of net contracts signed was $2.34 billion ( 2,910 homes) and $1.84 billion ( 2,546 homes) in the six -month periods ended April 30, 2015 and 2014 , respectively. The increase in the aggregate value of net contracts signed in the fiscal 2015 period, as compared to the fiscal 2014 period, was the result of a 14.3% increase in the number of net contracts signed and an 11.1% increase in the average value of each contract signed. The increase in the number of net contracts signed was primarily due to the strong demand in our North and West regions in the fiscal 2015 period, as compared to the fiscal 2014 period, offset, in part, by a slowdown in demand in our South region. The increase in the average value of each contract signed in the fiscal 2015 period, as compared to the fiscal 2014 period, was due primarily to a change in mix of contracts signed to more expensive areas and/or higher priced products.
For the six -month period ended April 30, 2015 , the value of net contracts signed in our City Living segment decreased by $4.6 million , or 3.4% , as compared to the six -month period ended April 30, 2014 . The decrease was attributable to a decrease of 29.4% in the number of net contracts signed, partially offset by a 36.9% increase in the average value of net contracts signed. The decrease in the number of net contracts signed in the six -month period ended April 30, 2015 was primarily due to slower demand in first three months of fiscal 2015 and to a decline in the number of net contracts signed in Philadelphia, Pennsylvania due to lower product availability. The increase in the average sales price of net contracts signed was primarily due to a shift in the number of contracts signed to more expensive areas and/or products in the fiscal 2015 period.
Three -Month Period Ended April 30, 2015
The aggregate value of net contracts signed increased $320.7 million or 25.2% in the three -month period ended April 30, 2015 , as compared to the three -month period ended April 30, 2014 . The value of net contracts signed was $1.60 billion ( 1,931 homes) and $1.27 billion ( 1,749 homes) in the three -month periods ended April 30, 2015 and 2014 , respectively. The increase in the aggregate value of net contracts signed in the fiscal 2015 period, as compared to the fiscal 2014 period, was the result of a 10.4% increase in the number of net contracts signed and a 13.4% increase in the average value of each contract signed.
The aggregate value of net contracts signed in our Traditional Home Building segment increased $305.5 million or 25.4% in the three -month period ended April 30, 2015 , as compared to the three -month period ended April 30, 2014 . The value of net contracts signed was $1.51 billion ( 1,866 homes) and $1.20 billion ( 1,681 homes) in the three -month periods ended April 30, 2015 and 2014 , respectively. The increase in the aggregate value of net contracts signed in the fiscal 2015 period, as compared to the fiscal 2014 period, was the result of an 11.0% increase in the number of net contracts signed and a 13.0% increase in the average value of each contract signed. The increase in the number of net contracts signed was primarily due to the strong demand in our North, Mid-Atlantic and West regions in the fiscal 2015 period, as compared to the fiscal 2014 period, offset in part, by a slowdown in demand in our South region. The increase in the average value of each contract signed in the fiscal 2015 period, as compared to the fiscal 2014 period, was due primarily to a change in mix of contracts signed to more expensive areas and/or higher priced products.
For the three -month period ended April 30, 2015 , the value of net contracts signed in our City Living segment increase d by $15.2 million , or 20.8% , as compared to the three -month period ended April 30, 2014 . The increase was attributable to a 26.4% increase in the average value of net contracts signed, partially offset by a decrease of 4.4% in the number of net contracts signed. The increase in the average sales price of net contracts signed was primarily due to a shift in the number of contracts signed to more expensive areas and/or products in the fiscal 2015 period. The decrease in the number of net contracts signed in the three -month period ended April 30, 2015 was primarily due to a decline in the number of net contracts signed in Philadelphia, Pennsylvania due to lower product availability.

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BACKLOG
Backlog consists of homes under contract but not yet delivered to our home buyers. The value of our backlog at April 30, 2015 was $3.48 billion ( 4,387 homes), an 8.6% increase, as compared to our backlog at April 30, 2014 of $3.21 billion ( 4,324 homes). Our backlog at October 31, 2014 and 2013 was $2.72 billion (3,679 homes) and $2.63 billion (3,679 homes), respectively. The increase in the value of the backlog at April 30, 2015 , as compared to the backlog at April 30, 2014 , was primarily attributable to the higher backlog at October 31, 2014, as compared to the backlog at October 31, 2013, and to the 24.9% increase in the value of net contracts signed in the six -month period ended April 30, 2015 , as compared to the value of net contracts signed in the six -month period ended April 30, 2014 , offset, in part, by the increase in the aggregate value of our deliveries in the six -month period ended April 30, 2015 , as compared to the aggregate value of deliveries in the six -month period ended April 30, 2014 .
For more information regarding revenues, net contracts signed and backlog by operating segment, see “Segments” in this MD&A.
CRITICAL ACCOUNTING POLICIES
As disclosed in our Annual Report on Form 10-K for the fiscal year ended October 31, 2014 , our most critical accounting policies relate to inventory, income taxes-valuation allowances, revenue and cost recognition, and warranty and self-insurance. Since October 31, 2014 , there have been no material changes to those critical accounting policies.
OFF-BALANCE SHEET ARRANGEMENTS
We have investments in and advances to various unconsolidated entities. We have investments in joint ventures (i) to develop land for use by certain joint venture participants and, in other cases, for sale to other third party builders (“Land Development Joint Ventures”); (ii) to develop for-sale homes and condominiums (“Home Building Joint Ventures”); (iii) to develop luxury for-rent residential apartments, commercial space and a hotel (“Rental Property Joint Ventures”), which includes our investments in the Trust and Trust II; and (iv) to invest in a portfolio of distressed loans and real estate (“Structured Asset Joint Venture”).
Our investments in these entities are accounted for using the equity method of accounting. With respect to Land Development Joint Ventures, we recognize our proportionate share of the earnings from the sale of home sites to other builders, including our joint venture partners. We do not recognize earnings realized by the joint venture from the sales of home sites to us at the time of purchase; instead, our cost basis in those home sites is reduced by our share of the joint venture earnings from the sales of those home sites to us.
At April 30, 2015 , we had investments in and advances to these entities of $467.3 million and were committed to invest or advance up to an additional $80.9 million to these entities if they require additional funding. At April 30, 2015 , we had joint venture purchase commitments or understandings to acquire 536 home sites from three Land Development Joint Ventures for an estimated aggregate purchase price $178.8 million . In addition, we expect to purchase approximately 3,300 additional home sites from several joint ventures in which we have interests; the purchase price of these home sites will be determined at a future date.
Pursuant to the terms of one of our joint venture agreements, 400 Park Avenue South, a high-rise luxury for-sale/rental project in New York City, following completion of the construction of the building’s structure, we will acquire, with no additional consideration due from us, ownership of the top 18 floors of the building to sell, for our own account, luxury condominium units. Our partner will receive ownership of the lower floors containing residential rental units and retail space, with no additional consideration due from them. We expect to receive title to our floors during our third quarter of fiscal 2015. At the time of transfer, our investment in this joint venture will be reclassified from “Investments in and advances to unconsolidated entities” on our Condensed Consolidated Balance Sheet to “Inventory.” Contracts at 400 Park Avenue South have always been reported as if the project was wholly owned.
The unconsolidated entities in which we have investments generally finance their activities with a combination of partner equity and debt financing. In some instances, we and our partners have guaranteed debt of certain unconsolidated entities. These guarantees may include any, or all, of the following: (i) project completion guarantees, including any cost overruns; (ii) repayment guarantees, generally covering a percentage of the outstanding loan; (iii) guarantees of indemnities provided to the lender by the unconsolidated entity with regard to environmental matters; (iv) a hazardous material indemnity that holds the lender harmless for any liability it may suffer from the threat or presence of any hazardous or toxic substances at or near the property covered by a loan; and (v) indemnification of the lender from “bad boy acts” of the unconsolidated entity.
In some instances, the guarantees provided in connection with loans to an unconsolidated entity are joint and several. In these situations, we generally have a reimbursement agreement with our partner that provides that neither party is responsible for

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more than its proportionate share or agreed-upon share of the guarantee; however, if the joint venture partner does not have adequate financial resources to meet its obligations under the reimbursement agreement, we may be liable for more than our proportionate share.
We believe that, as of April 30, 2015 , in the event we become legally obligated to perform under a guarantee of the obligation of an unconsolidated entity due to a triggering event, the collateral in such entity should be sufficient to repay a significant portion of the obligation. If it is not, we and our partners would need to contribute additional capital to the venture. At April 30, 2015 , the unconsolidated entities that have guarantees related to debt had loan commitments aggregating $922.2 million and had borrowed an aggregate of $412.5 million . We estimate that our maximum potential exposure under these guarantees, if the full amount of the loan commitments were borrowed, would be $922.2 million before any reimbursement from our partners. Based on the amounts borrowed at April 30, 2015 , our maximum potential exposure under these guarantees is estimated to be $412.5 million before any reimbursement from our partners.
In addition, we have guaranteed approximately $10.9 million of ground lease payments and insurance deductibles for three joint ventures.
For more information regarding these joint ventures, see Note 4, “Investments in and Advances to Unconsolidated Entities” in the Notes to Condensed Consolidated Financial Statements in this Form 10-Q.
The trends, uncertainties, or other factors that negatively impact our business and the industry in general also impact the unconsolidated entities in which we have investments. We review each of our investments on a quarterly basis for indicators of impairment. A series of operating losses of an investee, the inability to recover our invested capital, or other factors may indicate that a loss in value of our investment in the unconsolidated entity has occurred. If a loss exists, we further review to determine if the loss is other than temporary, in which case we write down the investment to its fair value. The evaluation of our investment in unconsolidated entities entails a detailed cash flow analysis using many estimates including but not limited to expected sales pace, expected sales prices, expected incentives, costs incurred and anticipated, sufficiency of financing and capital, competition, market conditions and anticipated cash receipts, in order to determine projected future distributions. Each of the unconsolidated entities evaluates its inventory in a similar manner. In addition, for rental properties, we review rental trends, expected future expenses and expected future cash flows to determine estimated fair values of the properties. See “Critical Accounting Policies - Inventory” contained in the MD&A in our Annual Report on Form 10-K for the year ended October 31, 2014 for more detailed disclosure on our evaluation of inventory. If a valuation adjustment is recorded by an unconsolidated entity related to its assets, our proportionate share is reflected in income (loss) from unconsolidated entities with a corresponding decrease to our investment in unconsolidated entities. Based upon our evaluation of the fair value of our investments in unconsolidated entities, we determined that no impairments of our investments occurred in the six -month and three -month periods ended April 30, 2015 and 2014 .
RESULTS OF OPERATIONS
The following table sets forth, for the six months and three months ended April 30, 2015 and 2014 , a comparison of certain items in the Condensed Consolidated Statements of Operations and Comprehensive Income ($ amounts in millions):
 
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

 
 
* Percent of revenues
Note: Due to rounding, amounts may not add.

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REVENUES AND COST OF REVENUES
Revenues for the six months ended April 30, 2015 were higher than those for the comparable period of fiscal 2014 by approximately $201.9 million , or 13.4% . This increase was primarily attributable to a 6.5% increase in the number of homes delivered and a 6.5% increase in the average price of the homes delivered. In the fiscal 2015 six -month period, we delivered 2,286 homes with a value of $1.71 billion , as compared to 2,146 homes in the fiscal 2014 six -month period with a value of $1.50 billion . The average price of the homes delivered in the fiscal 2015 period was $746,300, as compared to $700,900 in the fiscal 2014 period. The increase in the number of homes delivered in the fiscal 2015 period, as compared to the fiscal 2014 period, was primarily due to six months of deliveries from the home building operations of Shapell in the fiscal 2015 period, as compared to three months of deliveries in fiscal 2014, and the faster delivery of homes in backlog at October 31, 2014, as compared to those in backlog at October 31, 2013. The increase in the average price of homes delivered in the fiscal 2015 period, as compared to the fiscal 2014 period, was primarily attributable to a shift in the number of homes delivered to more expensive areas and/or higher priced products.
Cost of revenues as a percentage of revenues was 77.9 % in the six -month period ended April 30, 2015 , as compared to 79.9% in the six -month period ended April 30, 2014 . The decrease in cost of revenues, as a percentage of revenues in the fiscal 2015 period, as compared to the fiscal 2014 period, was due primarily to a change in product mix/areas to higher margin areas, lower interest costs, increased prices of homes delivered in the fiscal 2015 period, as compared to the fiscal 2014 period, and the lower impact of the application of purchase accounting from the homes delivered from the Acquisition in the fiscal 2015 period, as compared to the fiscal 2014 period. This was offset, in part by higher inventory write-offs in the fiscal 2015 period, as compared to the fiscal 2014 period. In the six -month periods ended April 30, 2015 and 2014 , interest cost as a percentage of revenues was 3.4% and 4.0%, respectively. Inventory write-offs in the six-month periods ended April 30, 2015 and 2014 were $13.3 million ( $12.0 million attributable to operating communities, $0.7 million attributable to land owned for future communities, and $0.6 million attributable to land controlled for future communities) and $3.9 million ( $2.9 million attributable to operating communities and $1.0 million attributable to land controlled for future communities), respectively.
Revenues for the three months ended April 30, 2015 were lower than those for the comparable period of fiscal 2014 by approximately $7.8 million , or 0.9% . This decrease was primarily attributable to a 1.9% decrease in the number of homes delivered partially offset by a 1.0% increase in the average price of the homes delivered. In the fiscal 2015 three -month period, we delivered 1,195 homes with a value of $852.6 million , as compared to 1,218 homes in the fiscal 2014 three -month period with a value of $860.4 million . The average price of the homes delivered in the fiscal 2015 period was $713,500, as compared to $706,400 in the fiscal 2014 period. The decrease in the number of homes delivered in the fiscal 2015 period, as compared to the fiscal 2014 period, was primarily due to the delivery of backlog in the fiscal 2014 period, acquired in the Acquisition, offset, in part, from the home building operations of Shapell in the fiscal 2015 period. The increase in the average price of homes delivered in the fiscal 2015 period, as compared to the fiscal 2014 period, was primarily attributable to a shift in the number of homes delivered to more expensive areas and/or higher priced products.
Cost of revenues as a percentage of revenues was 79.6 % in the three -month period ended April 30, 2015 , as compared to 80.0 % in the three -month period ended April 30, 2014 . The decrease in cost of revenues, as a percentage of revenues in the fiscal 2015 period, as compared to the fiscal 2014 period, was due primarily to a shift in the number of home delivered to higher margin products and/or locations, increased prices of homes delivered in the fiscal 2015 period, as compared to the fiscal 2014 period, and the lower impact of the application of purchase accounting from the homes delivered from the Acquisition in the fiscal 2015 period, as compared to the fiscal 2014 period. This was offset, in part by higher inventory write-offs and interest costs in the fiscal 2015 period, as compared to the fiscal 2014 period. In the three -month periods ended April 30, 2015 and 2014 , interest cost as a percentage of revenues was 3.5% and 3.4%, respectively. Inventory write-offs in the three-month periods ended April 30, 2015 and 2014 were $12.2 million ( $11.1 million attributable to operating communities, $0.7 million attributable to land owned for future communities, and $0.4 million attributable to land controlled for future communities) and $1.9 million ( $1.6 million attributable to operating communities and $0.3 million attributable to land controlled for future communities), respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (“SG&A”)
SG&A increased by $11.8 million in the six -month period ended April 30, 2015 , as compared to the six -month period ended April 30, 2014 . As a percentage of revenues, SG&A decreased to 12.5% in the fiscal 2015 period, from 13.4% in the fiscal 2014 period. The fiscal 2014 period includes $5.9 million of expenses incurred in the Acquisition. The decline in SG&A, excluding the costs related to the Acquisition, as a percentage of revenues, was due to SG&A spending increasing by 9.0% while revenues increased 13.4%. The dollar increase in SG&A costs was due primarily to increased compensation costs due to our increased number of employees, higher sales commissions, and increased sales and marketing costs. The higher sales commissions were the result of the increase in the number of homes delivered and the increased sales revenues in the fiscal 2015 period over the comparable period of fiscal 2014 . The higher sales and marketing costs were the result of the increased

41



spending on advertising, and increased operating costs of our sample homes due to the increased number of communities that we had in the fiscal 2015 period, as compared to the 2014 period.
SG&A increased by $3.4 million in the three -month period ended April 30, 2015 , as compared to the three -month period ended April 30, 2014 . As a percentage of revenues, SG&A increased to 12.6% in the fiscal 2015 period, from 12.1% in the fiscal 2014 period. The fiscal 2014 period includes $5.1 million of expenses incurred in the Acquisition. The increase in SG&A, excluding the costs related to the Acquisition, as a percentage of revenues, was due to SG&A spending increasing by 8.6% and a revenue decrease of 0.9%. The dollar increase in SG&A costs was due primarily to higher compensation costs resulting from our increased number of employees, and increased sales and marketing costs. The higher sales and marketing costs were the result of the increased spending on advertising, increased operating costs of our sample homes due to the increased number of communities that we had in the fiscal 2015 period, as compared to the 2014 period, and the direct write-off of certain deferred marketing costs in the fiscal 2015 period.
INCOME FROM UNCONSOLIDATED ENTITIES
We recognize our proportionate share of the earnings and losses from the various unconsolidated entities in which we have an investment. Many of our unconsolidated entities are land development projects or high-rise/mid-rise condominium construction projects, which do not generate revenues and earnings for a number of years during the development of the property. Once development is complete, these unconsolidated entities will generally, over a relatively short period of time, generate revenues and earnings until all of the assets of the entity are sold. Because there is not a steady flow of revenues and earnings from these entities, the earnings recognized from these entities will vary significantly from quarter-to-quarter and year-to-year.
In the six -month period ended April 30, 2015 , we recognized $11.1 million of income from unconsolidated entities, as compared to $37.2 million in the comparable period of fiscal 2014 . The decrease in income from unconsolidated entities was due primarily from our recognition of a $23.5 million gain representing our share of the gain on the sale by Trust II of substantially all of its assets to an unrelated party in December 2013 and a $12.0 million distribution from the Trust in April 2014 due to the refinancing of one of the Trust’s apartment complexes. This was offset, in part, by higher income realized from Gibraltar’s Structured Asset Joint Venture, a Home Building Joint Venture, and several of our Land Development Joint Ventures in the fiscal 2015 period, as compared to the income recognized in the fiscal 2014 period. The higher income from the Land Development Joint Ventures was attributable primarily to higher sales activity from two joint ventures located in Texas in the fiscal 2015 period, as compared to the fiscal 2014 period.
In the three -month period ended April 30, 2015 , we recognized $6.2 million of income from unconsolidated entities, as compared to $14.3 million in the comparable period of fiscal 2014 . The decrease in income from unconsolidated entities was due primarily to a $12.0 million distribution from the Trust in April 2014 due to the refinancing of one of the its apartment complexes, offset, in part, by higher income realized from a Home Building Joint Venture and one of our Land Development Joint Ventures in the fiscal 2015 period, as compared to the income recognized in the fiscal 2014 period. The higher income from the Land Development Joint Ventures was attributable primarily to higher sales activity from one of our joint ventures located in Texas in the fiscal 2015 period, as compared to the fiscal 2014 period.
OTHER INCOME - NET
“Other income - net” includes the income from our ancillary businesses, income from Gibraltar, interest income, management fee income, retained customer deposits, income/losses on land sales, and other miscellaneous items.
For the six months ended April 30, 2015 and 2014 , “Other income - net” was $35.9 million and $27.6 million , respectively. The increase in “Other income - net” in the six -month period ended April 30, 2015 , as compared to the fiscal 2014 period, was primarily due to the recognition of an $8.1 million gain from a bulk sale of security monitoring accounts by our home security monitoring business; a $3.9 million increase in management fee income; a $1.4 million increase in income from our golf operations; and a $1.0 million increase in retained customer deposits in the fiscal 2015 period, as compared to the fiscal 2014 period. These increases were offset, in part, by a $3.8 million decrease in income from land sales and a $1.7 million decrease in income from our Gibraltar operations in the fiscal 2015 period, as compared to the fiscal 2014 . The increase in management fee income in the fiscal 2015 period was primarily due to the increase in activity from the unconsolidated entities that we manage. The decrease in income from land sales in the fiscal 2015 period was due to fewer land parcels being available for sale in the fiscal 2015 period, as compared to the fiscal 2014 period.
For the three months ended April 30, 2015 and 2014 , “Other income - net” was $13.9 million and $11.1 million , respectively. The increase in “Other income - net” in the three -month period ended April 30, 2015 , as compared to the three -month period ended April 30, 2014 , was primarily due to a $2.2 million increase in management fee income, a $1.8 million increase in income from our Gibraltar operations, and a $0.6 million increase in retained customer deposits in the fiscal 2015 period, as compared to the fiscal 2014 period. These increases were offset, in part, by a $2.4 million decrease in income from land sales in the fiscal 2015 period, as compared to the fiscal 2014 period. The increase in management fee income in the fiscal 2015 period

42



was primarily due to the increase in activity from the unconsolidated entities that we manage. The decrease in income from land sales in the fiscal 2015 period was due to fewer land parcels being available for sale in fiscal 2015 period, as compared to the fiscal 2014 period.
INCOME BEFORE INCOME TAXES
For the six -month period ended April 30, 2015 , we reported income before income taxes of $210.6 million , as compared to $164.7 million in the six -month period ended April 30, 2014 .
For the three -month period ended April 30, 2015 , we reported income before income taxes of $86.5 million , as compared to $93.5 million in the three -month period ended April 30, 2014 .
INCOME TAX PROVISION
We recognized a $61.3 million income tax provision in the six -month period ended April 30, 2015 . Based upon the federal statutory rate of 35%, our federal tax provision would have been $73.7 million . The difference between the tax provision recognized and the tax provision based on the federal statutory rate was due primarily to the tax benefits from the reversal of $13.7 million of a previously recognized tax provision related to a settlement with a taxing jurisdiction, the utilization of domestic production activities deductions and other differences, offset, in part, by the provision for state income taxes and interest accrued on unrecognized tax benefits.
In the six -month period ended April 30, 2014 , we recognized a $53.9 million income tax provision. Based upon the federal statutory rate of 35%, our federal tax provision would have been $57.7 million . The difference between the tax provision recognized and the tax provision based on the federal statutory rate was due primarily to the reversal of previously recognized tax provisions that were no longer needed due to the expiration of the statute of limitations and the settlement of a state income tax audit; tax benefits related to the utilization of domestic production activities deductions; and other differences, offset, in part, by the provision for state income taxes; provision for uncertain tax positions taken in a prior period; and interest accrued on unrecognized tax benefits.
We recognized an $18.6 million income tax provision in the three -month period ended April 30, 2015 . Based upon the federal statutory rate of 35%, our federal tax provision would have been $30.3 million . The difference between the tax provision recognized and the tax provision based on the federal statutory rate was due primarily to the reversal of $13.7 million of a previously recognized tax provision related to a settlement with a taxing jurisdiction, tax benefits related to the utilization of domestic production activities deductions and other differences, offset, in part, by the provision for state income taxes and interest accrued on unrecognized tax benefits.
In the three -month period ended April 30, 2014 , we recognized a $28.3 million income tax provision. Based upon the federal statutory rate of 35%, our federal tax provision would have been $32.7 million . The difference between the tax provision recognized and the tax provision based on the federal statutory rate was due primarily to the reversal of previously recognized tax provisions that were no longer needed due to the expiration of the statute of limitations and the settlement of a state income tax audit; tax benefits related to the utilization of domestic production activities deductions; and other differences, offset, in part, by the provision for state income taxes; provision for uncertain tax positions taken in a prior period; and interest accrued on unrecognized tax benefits.
CAPITAL RESOURCES AND LIQUIDITY
Funding for our business has been, and continues to be, provided principally by cash flow from operating activities before inventory additions, unsecured bank borrowings, and the public debt and equity markets. At April 30, 2015 , we had $532.2 million of cash and cash equivalents and $10.0 million of marketable securities. At October 31, 2014 , we had $586.3 million of cash and cash equivalents and $12.0 million of marketable securities. Cash used in operating activities during the six -month period ended April 30, 2015 was $37.9 million . Cash used in operating activities during the fiscal 2015 period was primarily related to the purchase of inventory; a decrease in income taxes payable; and an increase in receivables, prepaid expenses, and other assets, offset, in part, by net income before stock-based compensation, inventory impairments, and depreciation and amortization; an increase in customer deposits; the sale of mortgage loans to outside investors in excess of mortgage loans originated; and an increase in accounts payable and accrued expenses.
In the six -month period ended April 30, 2015 , cash used in our investing activities was $4.2 million . The cash used in investing activities was primarily related to the $29.4 million used to fund our investments in unconsolidated entities, distressed loans, and foreclosed real estate and $5.9 million for the purchase of property and equipment. This was offset, in part, by $25.2 million of cash received as returns on our investments in unconsolidated entities, distressed loans and foreclosed real estate, $2.0 million of proceeds from the sale of marketable securities, and $3.8 million in net cash received from the acquisition of a joint venture interest.

43



We used $12.0 million of cash from financing activities in the six -month period ended April 30, 2015 , primarily for $20.2 million of repayments under our mortgage company loan facility, net of borrowings under it; $23.6 million of repayments of other loans payable; and the repurchase of $6.6 million of our common stock, offset, in part, by $34.1 million from the proceeds of our stock-based benefit plans. In May 2015, we repaid the $300.0 million of outstanding 5.15% Senior Notes due May 15, 2015 using $50.0 million of available cash and $250.0 million of borrowings under the Credit Facility.
At April 30, 2014, we had $351.8 million of cash and cash equivalents and $13.0 million of marketable securities. At October 31, 2013, we had $773.0 million of cash and cash equivalents and $52.5 million of marketable securities. Cash used in operating activities during the six-month period ended April 30, 2014 was $66.2 million. Cash used in operating activities during the fiscal 2014 period was primarily used for the purchase of inventory and an increase in receivables, prepaid expenses and other assets, offset, in part, by cash generated from net income, stock-based compensation and depreciation and amortization, an increase in customer deposits, increases in accounts payable and accrued expenses, a reduction in restricted cash, and the sale of mortgage loans to outside investors in excess of mortgage loans originated.
In the six-month period ended April 30, 2014, cash used in our investing activities was $1.48 billion. The cash used in investing activities was primarily related to the $1.49 billion used to acquire Shapell, $80.7 million used to fund joint venture investments, and $5.8 million for the purchase of property and equipment, offset, in part, by $39.2 million of net sales of marketable securities and $61.4 million of cash received as returns on our investments in unconsolidated entities, distressed loans and foreclosed real estate.
We generated $1.12 billion of cash from financing activities in the six-month period ended April 30, 2014, primarily from: the issuance of 7.2 million shares of our common stock in November 2013 that raised $220.4 million; the issuance in November 2013 of $350.0 million of 4.0% Senior Notes due 2018 and $250.0 million of 5.625% Senior Notes due 2024; the borrowing of $485.0 million under a five-year senior unsecured term loan facility with a syndicate of banks; $95.0 million of borrowings under our $1.035 billion credit facility, net of repayments; and $23.3 million from the proceeds of our stock-based benefit plans, offset in part, by $18.2 million of repayments of borrowings under our mortgage company warehouse facility, net of new borrowings under it, and repayment of $268.0 million of our 4.95% Senior Notes in March 2014.
In general, our cash flow from operating activities assumes that, as each home is delivered, we will purchase a home site to replace it. Because we own a supply of several years of home sites, we do not need to buy home sites immediately to replace those that we deliver. In addition, we generally do not begin construction of our detached homes until we have a signed contract with the home buyer, although in the past several years, due to the increase in the number of attached-home communities from which we were operating (all of the units of which are generally not sold prior to the commencement of construction), the number of speculative homes in our inventory increased significantly. Should our business remain at its current level or decline, we believe that our inventory levels would decrease as we complete and deliver the homes under construction but do not commence construction of as many new homes, as we complete the improvements on the land we already own, and as we sell and deliver the speculative homes that are currently in inventory, resulting in additional cash flow from operations. In addition, we might delay or curtail our acquisition of additional land, as we did during the period April 2006 through January 2010, which would further reduce our inventory levels and cash needs. At April 30, 2015 , we owned or controlled through options 44,995 home sites, as compared to 47,167 at October 31, 2014; and 50,358 at April 30, 2014. Of the 44,995 home sites owned or controlled through options at April 30, 2015 , we owned 36,386. Of our owned home sites at April 30, 2015 , significant improvements were completed on approximately 16,100 of them.
At April 30, 2015 , the aggregate purchase price of land parcels under option and purchase agreements was approximately $1.06 billion (including $178.8 million of land to be acquired from joint ventures in which we have invested). Of the $1.06 billion of land purchase commitments, we paid or deposited $71.1 million and, if we acquire all of these land parcels, we will be required to pay an additional $990.4 million . The purchases of these land parcels are scheduled to occur over the next several years. We have additional land parcels under option that have been excluded from the aforementioned aggregate purchase amounts since we do not believe that we will complete the purchase of these land parcels and no additional funds will be required from us to terminate these contracts.
On August 1, 2013, we entered into a Credit Facility which is scheduled to terminate on August 1, 2018 . Up to 75% of the Credit Facility is available for letters of credit. At April 30, 2015 , we had no outstanding borrowings under our Credit Facility and had outstanding letters of credit of approximately $97.8 million . Under the terms of the Credit Facility, we are not permitted to allow our maximum leverage ratio (as defined in the credit agreement) to exceed 1.75 to 1.00, and we are required to maintain a minimum tangible net worth (as defined in the credit agreement) of approximately $2.57 billion at April 30, 2015 . At April 30, 2015 , our leverage ratio was approximately 0.70 to 1.00, and our tangible net worth was approximately $4.00 billion . Based upon the minimum tangible net worth requirement at April 30, 2015 , our ability to pay dividends was limited to an aggregate amount of approximately $1.43 billion or the repurchase of our common stock of approximately $1.89 billion . In May 2015, we repaid the $300.0 million of outstanding 5.15% Senior Notes due May 15, 2015 using $50.0 million of available cash and $250.0 million of borrowings under the Credit Facility.

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We believe that we will have adequate resources and sufficient access to the capital markets and external financing sources to continue to fund our current operations and meet our contractual obligations. Due to the uncertainties in the economy and for home builders in general, we cannot be certain that we will be able to replace existing financing or find sources of additional financing in the future.
SEGMENTS
We operate in two reportable segments: Traditional Home Building and City Living. We operate our Traditional Home Building operations in four geographic areas around the United States: the North, consisting of Connecticut, Illinois, Massachusetts, Michigan, Minnesota, New Jersey, and New York; the Mid-Atlantic, consisting of Delaware, Maryland, Pennsylvania, and Virginia; the South, consisting of Florida, North Carolina, and Texas; and the West, consisting of Arizona, California, Colorado, Nevada, and Washington.
The tables below summarize information, for each of our reportable and geographic segments, for the periods or as of the dates indicated.
Units Delivered and Revenues ($ amounts in millions):
 
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

Net Contracts Signed ($ amounts in millions):
 
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

Backlog ($ amounts in millions):
 
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



45



Income (Loss) Before Income Taxes:
 
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

“Corporate and other” is comprised principally of general corporate expenses such as the offices of our executive officers; the corporate finance, accounting, audit, tax, human resources, risk management, information technology, marketing, and legal groups; interest income; income from certain of our ancillary businesses, including Gibraltar; and income from a number of our unconsolidated entities.
Traditional Home Building
North
Revenues in the six -month period ended April 30, 2015 were higher than those for the comparable period of fiscal 2014 by $17.5 million , or 6.6% . The increase in revenues was primarily attributable to an increase of 6.6% in the average selling price of homes delivered. The increase in the average selling price of the homes delivered in the fiscal 2015 period was primarily due to a shift in the number of homes delivered to more expensive areas and/or products and increases in selling prices of homes delivered in the fiscal 2015 period, as compared to those delivered in the fiscal 2014 period.
The value of net contracts signed in the six -month period ended April 30, 2015 was $347.0 million , a 9.2% increase from the $317.8 million of net contracts signed during the six -month period ended April 30, 2014 . This increase was primarily due to an increase of 14.9% in the number of net contracts signed, offset, in part, by a 4.9% decrease in the average value of each net contract signed. The increase in the number of net contracts signed was primarily due to improved market conditions, primarily in Michigan, New Jersey, and New York. The decrease in the average sales price of net contracts signed was primarily due to a shift in the number of contracts signed to less expensive areas and/or products, in the fiscal 2015 period, as compared to the fiscal 2014 period.
For the six -month period ended April 30, 2015 , we reported income before income taxes of $13.5 million , as compared to $17.1 million for the six -month period ended April 30, 2014 . This decrease in income before income taxes was primarily attributable to higher impairment charges and SG&A costs in the fiscal 2015 period, as compared to the fiscal 2014 period, offset, in part, by higher earnings from increased revenues and lower interest costs in the fiscal 2015 period, as compared to the fiscal 2014 period. Inventory impairment charges, in the fiscal 2015 and 2014 periods, were $11.5 million and $3.1 million, respectively.
Revenues in the three -month period ended April 30, 2015 were higher than those for the comparable period of fiscal 2014 by $12.7 million , or 9.2% . The increase in revenues was primarily attributable to an increase of 9.8% in the average selling price of homes delivered. The increase in the average selling price of the homes delivered in the fiscal 2015 period was primarily due to a shift in the number of homes delivered to more expensive areas and/or products and increases in selling prices of homes delivered in the fiscal 2015 period, as compared to those delivered in the fiscal 2014 period.
The value of net contracts signed in the three -month period ended April 30, 2015 was $236.4 million , an 18.4% increase from the $199.6 million of net contracts signed during the three -month period ended April 30, 2014 . This increase was primarily due to an increase of 25.1% in the number of net contracts signed partially offset by a 5.3% decrease in the average value of each net contract signed. The increase in the number of net contracts signed was primarily due to improved market conditions, primarily in Michigan, New Jersey, and New York. The decrease in the average sales price of net contracts signed was primarily due to a shift in the number of contracts signed to less expensive areas and/or products, in the fiscal 2015 period, as compared to the fiscal 2014 period.
For the three -month period ended April 30, 2015 , we reported income before income taxes of $2.9 million , as compared to $8.8 million for the three -month period ended April 30, 2014 . This decrease in income before income taxes was primarily

46



attributable to higher impairment charges in the fiscal 2015 period as compared to the fiscal 2014 period, offset, in part, by higher earnings from increased revenues in the fiscal 2015 period, as compared to the fiscal 2014 period. Inventory impairment charges, in the fiscal 2015 and 2014 periods, were $11.1 million and $1.7 million, respectively.
Mid-Atlantic
For the six -month period ended April 30, 2015 , revenues were higher than those for the six -month period ended April 30, 2014 , by $1.3 million , or 0.4% . The increase in revenues was primarily attributable to a 3.5% increase in the number of homes delivered, offset, in part by a 3.0% decrease in the average selling price of the homes delivered. The increase in the number of homes delivered in the fiscal 2015 period, as compared to the fiscal 2014 period, was primarily due to the faster delivery of homes in backlog at October 31, 2014, as compared to October 31, 2013. The decrease in the average sales price of net contracts signed was primarily due to a shift in the number of homes delivered to less expensive areas and/or products in the fiscal 2015 period, as compared to the fiscal 2014 period.
The value of net contracts signed during the six -month period ended April 30, 2015 increased by $16.2 million , or 4.1% , from the six -month period ended April 30, 2014 . The increase was due to a 1.4% increase in the number of net contracts signed and a 2.7% increase in the average value of each net contract signed. The increase in the number of net contracts signed was primarily due to an increase in demand in Pennsylvania and Virginia, offset, in part, by a decrease in the number of net contracts signed in Maryland. The increase in the average sales price of net contracts signed was primarily due to a shift in the number of contracts signed to more expensive areas and/or products in the fiscal 2015 period, as compared to the fiscal 2014 period.
We reported income before income taxes for the six -month periods ended April 30, 2015 and 2014 , of $40.8 million and $45.9 million , respectively. The decrease in income before income taxes was primarily due to $2.9 million of earnings from land sales in the fiscal 2014 period and higher SG&A costs in the fiscal 2015 period, as compared to the fiscal 2014 period. The $2.9 million of earnings from land sales in the six months ended April 30, 2014 represent previously deferred gains on our initial sales of properties to Trust II.
For the three -month period ended April 30, 2015 , revenues were higher than those for the three -month period ended April 30, 2014 , by $7.0 million , or 3.9% . The increase in revenues was primarily attributable to an 11.0% increase in the number of homes delivered, offset, in part, by a 6.4% decrease in the average selling price of the homes delivered. The increase in the number of homes delivered was primarily due to an increase in the number of homes sold in the first six months of fiscal 2015 that were delivered in the three -month period ended April 30, 2015 , as compared the number of homes sold and delivered in the fiscal 2014 periods. The decrease in the average sales price of net contracts signed was primarily due to a shift in the number of homes delivered to less expensive areas and/or products in the fiscal 2015 period, as compared to the fiscal 2014 period.
The value of net contracts signed during the three -month period ended April 30, 2015 increased by $32.4 million , or 14.3% , from the three -month period ended April 30, 2014 . The increase was due to a 13.1% increase in the number of net contracts signed and a 1.1% increase in the average value of each net contract signed. The increase in the number of net contracts signed was primarily due to an increase in demand in Pennsylvania and Virginia. The increase in the average sales price of net contracts signed was primarily due to a shift in the number of contracts signed to more expensive areas and/or products in the fiscal 2015 period, as compared to the fiscal 2014 period.
We reported income before income taxes for the three -month periods ended April 30, 2015 and 2014 , of $22.1 million and $24.4 million , respectively. The decrease in income before income taxes was primarily due to higher cost of revenues as a percent of revenues and higher SG&A costs in the fiscal 2015 period, as compared to the fiscal 2014 period, partially offset by higher earnings from the increased revenues in the fiscal 2015 period, as compared to the fiscal 2014 period. The increase in cost of revenues as a percentage of revenues was due primarily to a change in product mix/areas to lower margin areas in the fiscal 2015 period, as compared to the fiscal 2014 period.
South
Revenues in the six -month period ended April 30, 2015 were higher than those for the six -month period ended April 30, 2014 by $41.1 million , or 12.2% . This increase was attributable to a 9.0% increase in the average price of the homes delivered and a 2.9% increase in the number of homes delivered. The increase in the average price of the homes delivered was primarily attributable to a shift in the number of homes delivered to more expensive areas and/or products in the fiscal 2015 period, as compared to the fiscal 2014 period. The increase in the number of homes delivered in the fiscal 2015 period was primarily due to an increase in and faster delivery of backlog at October 31, 2014, as compared to October 31, 2013.
For the six -month period ended April 30, 2015 , the value of net contracts signed increased by $33.2 million , or 7.8% , as compared to the six -month period ended April 30, 2014 . The increase was attributable to a 15.8% increase in the average value of each contract signed, offset, in part, by a decrease of 6.9% in the number of net contracts signed. The increase in the average

47



sales price of net contracts signed was primarily due to a shift in the number of contracts signed to more expensive areas and/or products and increases in base selling prices, primarily in Texas, in the fiscal 2015 period, as compared to the fiscal 2014 period. The decrease in the number of net contracts signed in the six -month period ended April 30, 2015 was primarily due to decreased demand in Florida and North Carolina partially offset by increases in the number of net contracts signed in Texas.
For the six -month periods ended April 30, 2015 and 2014 , we reported income before income taxes of $62.6 million and $41.0 million , respectively. The increase in income before income taxes was primarily due to higher earnings from increased revenues, lower cost of revenues as a percent of revenues, and a $6.5 million increase in earnings from our investments in unconsolidated entities in the fiscal 2015 period, as compared to the fiscal 2014 period, partially offset by higher SG&A costs in the fiscal 2015 period, as compared to the fiscal 2014 period. The decrease in cost of revenues as a percentage of revenues was due primarily to a change in product mix/areas to higher margin areas in the fiscal 2015 period, as compared to the fiscal 2014 period.
Revenues in the three -month period ended April 30, 2015 were higher than those for the three -month period ended April 30, 2014 by $29.8 million , or 16.0% . This increase was attributable to a 14.4% increase in the average price of the homes delivered and a 1.4% increase in the number of homes delivered. The increase in the average price of the homes delivered was primarily attributable to a shift in the number of homes delivered to more expensive areas and/or products in the fiscal 2015 period, as compared to the fiscal 2014 period. The increase in the number of homes delivered in the fiscal 2015 period was primarily due to an increase in and faster delivery of backlog at October 31, 2014, as compared to October 31, 2013, primarily in Texas.
For the three -month period ended April 30, 2015 , the value of net contracts signed increased by $32.1 million , or 12.5% , as compared to the three -month period ended April 30, 2014 . The increase was attributable to an 18.2% increase in the average value of each contract signed, offset, in part, by a decrease of 4.8% in the number of net contracts signed. The increase in the average sales price of net contracts signed was primarily due to a shift in the number of contracts signed to more expensive areas and/or products and increases in base selling prices, primarily in Texas, in the fiscal 2015 period, as compared to the fiscal 2014 period. The decrease in the number of net contracts signed in the three -month period ended April 30, 2015 was primarily due to a decrease in the number of net contracts signed in Texas.
For the three -month periods ended April 30, 2015 and 2014 , we reported income before income taxes of $39.3 million and $23.6 million , respectively. The increase in income before income taxes was primarily due to higher earnings from increased revenues, lower cost of revenues as a percent of revenues, a $3.8 million increase in earnings from our investments in unconsolidated entities, and an increase in earnings from land sales of $2.4 million in the fiscal 2015 period, as compared to the fiscal 2014 period, partially offset by higher SG&A costs in the fiscal 2015 period, as compared to the fiscal 2014 period. The decrease in cost of revenues as a percentage of revenues was due primarily to a shift in the number of homes delivered to higher margin products and/or areas in the fiscal 2015 period, as compared to the fiscal 2014 period.
West
Revenues in the six -month period ended April 30, 2015 were higher than those in the six -month period ended April 30, 2014 by $62.6 million , or 12.3% . The increase in revenues was attributable to an 18.1% increase in the number of homes delivered, partially offset by a 4.9% decrease in the average sales price of the homes delivered. In the three-month period ended January 31, 2015 , we delivered 98 homes with a value of $94.4 million at communities we acquired through the Acquisition in February 2014. Excluding these Shapell deliveries, revenues in the six -month period ended April 30, 2015 were lower than those in the six -month period ended April 30, 2014 by $31.8 million, or 6.3%. The decrease in revenues, excluding these Shapell deliveries, was due to a 7.4% decrease in the average price of homes delivered, offset, in part, by a 1.2% increase in the number of homes delivered. The decrease in the average price of homes delivered, excluding these Shapell deliveries, was primarily due to a shift in the number of homes delivered to less expensive products and/or locations. The increase in the number of homes delivered, excluding these Shapell deliveries, was primarily attributable to a higher backlog at October 31, 2014, as compared to October 31, 2013.
The value of net contracts signed during the six -month period ended April 30, 2015 increase d $418.2 million , or 59.1% , as compared to the six -month period ended April 30, 2014 . This increase was due to an increase of 38.8% in the number of net contracts signed and a 14.7% increase in the average value of each net contract. During the three-month period ended January 31, 2015 , we signed 134 contracts with a value of $146.5 million at communities we acquired through the Acquisition. Excluding these Shapell net contracts signed, the value of net contracts signed during the six -month period ended April 30, 2015 increased by $271.7 million, or 38.4%, as compared to the six -month period ended April 30, 2014 . The increase in the value of net contracts signed, excluding Shapell, was due to an increase of 22.7% in the number of net contracts signed and a 12.5% increase in the average value of each net contract signed. The increase in the number of net contracts signed, excluding Shapell, was primarily due to an increase in selling communities in Arizona and Nevada and an increase in demand in California in the fiscal 2015 period, as compared to the fiscal 2014 period. The increase in the average sales price of net

48



contracts signed, excluding Shapell, was primarily due to a shift in the number of contracts signed to more expensive areas and/or products and increases in selling prices in the fiscal 2015 period, as compared to the fiscal 2014 period.
For the six -month periods ended April 30, 2015 and 2014 , we reported income before income taxes of $91.6 million and $78.7 million , respectively. The increase in income before income taxes was primarily due to higher earnings from increased revenues and lower cost of revenues as a percent of revenues in the fiscal 2015 period, as compared to the fiscal 2014 period, offset, in part, by a decrease in in earnings from land sales of $4.2 million and higher SG&A costs in the fiscal 2015 period, as compared in the fiscal 2014 period. The decrease in cost of revenues as a percentage of revenues in the fiscal 2015 period was primarily due to a shift in the number of homes delivered to higher margin products and/or locations and the lower impact of the application of purchase accounting from the homes delivered from the Acquisition in the fiscal 2015 period, as compared to the fiscal 2014 period.
Revenues in the three -month period ended April 30, 2015 were lower than those in the three -month period ended April 30, 2014 by $39.1 million , or 12.2% . The decrease in revenues was attributable to a 6.9% decrease in the number of homes delivered and a 5.7% decrease in the average sales price of the homes delivered. The decrease in the number of homes delivered was primarily attributable to the delivery of backlog in the fiscal 2014 period, acquired in the Acquisition, offset, in part, from the home building operations of Shapell in the fiscal 2015 period. The decrease in the average price of the homes delivered was primarily due to a shift in the number of homes delivered to less expensive products and/or locations.
The value of net contracts signed during the three -month period ended April 30, 2015 increase d $204.2 million , or 39.3% , as compared to the three -month period ended April 30, 2014 . This increase was due to an increase of 12.4% in the number of net contracts signed and a 23.9% increase in the average value of each net contract. The increase in the number of net contracts signed was primarily due to an increase in selling communities in Arizona and Nevada and an increase in demand in the fiscal 2015 period, as compared to the fiscal 2014 period. The increase in the average sales price of net contracts signed was primarily due to a shift in the number of contracts signed to more expensive areas and/or products and increases in selling prices in the fiscal 2015 period, as compared to the fiscal 2014 period.
For the three -month periods ended April 30, 2015 and 2014 , we reported income before income taxes of $46.2 million and $44.8 million , respectively. The increase in income before income taxes was primarily due to lower cost of revenues as a percent of revenues and lower SG&A costs in the fiscal 2015 period, as compared to the fiscal 2014 period, offset, in part, by lower earnings from decreased revenues and a decrease in earnings from land sales of $4.8 million in the fiscal 2015 period, as compared to the fiscal 2014 period. The decrease in cost of revenues as a percentage of revenues in the fiscal 2015 period was primarily due to a shift in the number of homes delivered to higher margin products and/or locations and the lower impact of the application of purchase accounting from the homes delivered from the Acquisition in the fiscal 2015 period, as compared to the fiscal 2014 period.
City Living
For the six months ended April 30, 2015 , revenues were higher than those for the six months ended April 30, 2014 , by $79.4 million , or 176.1% . The increase in revenues was primarily attributable to increases of 171.7% in the average selling price of homes delivered. The increase in the average selling price of homes delivered was primarily due to a shift in the number of homes closed from the Philadelphia, Pennsylvania market to the New York City market where average selling prices were higher.
For the six -month period ended April 30, 2015 , the value of net contracts signed decreased by $4.6 million , or 3.4% , as compared to the six -month period ended April 30, 2014 . The decrease was attributable to a decrease of 29.4% in the number of net contracts signed, partially offset by a 36.9% increase in the average value of net contracts signed. The decrease in the number of net contracts signed in the six -month period ended April 30, 2015 was primarily due to slower demand in the first three months of fiscal 2015 and to a decline in the number of net contracts signed in Philadelphia, Pennsylvania due to lower product availability. The increase in the average sales price of net contracts signed was primarily due to a shift in the number of contracts signed to more expensive areas and/or products in the fiscal 2015 period.
We reported income before income taxes of $58.0 million in the six months ended April 30, 2015 , as compared to income before income taxes of $9.0 million in the six months ended April 30, 2014 . The increase in income before income taxes was primarily attributable to higher earnings from increased revenues, lower cost of revenues as a percentage of revenues, and higher management fee income in the fiscal 2015 period, as compared to the fiscal 2014 period, and $3.6 million of earnings from the sale of commercial space at one of our high-rise buildings located in the urban New York market in the fiscal 2015 period. The decrease in cost of revenues as a percentage of revenues in the fiscal 2015 period was primarily due to a shift in the number of homes delivered to higher margin products and/or locations.
For the three months ended April 30, 2015 , revenues were lower than those for the three months ended April 30, 2014 , by $18.2 million , or 52.1% . The decrease in revenues was primarily attributable to a decrease of 68.2% in the number of homes

49



delivered, offset, in part, by an increase of 50.1% in the average selling price of the homes delivered. The decrease in the number of homes delivered was primarily due to the timing of new product openings and deliveries in our Philadelphia, Pennsylvania and New Jersey urban markets. The increase in the average selling price of homes delivered was primarily due to a shift in the number of homes closed from the Philadelphia, Pennsylvania market to the New York City market where average selling prices were higher.
For the three -month period ended April 30, 2015 , the value of net contracts signed increase d by $15.2 million , or 20.8% , as compared to the three -month period ended April 30, 2014 . The increase was attributable to a 26.4% increase in the average value of net contracts signed, partially offset by a decrease of 4.4% in the number of net contracts signed. The increase in the average sales price of net contracts signed was primarily due to a shift in the number of contracts signed to more expensive areas and/or products in the fiscal 2015 period. The decrease in the number of net contracts signed in the six -month period ended April 30, 2015 was primarily due to a decline in the number of net contracts signed in Philadelphia, Pennsylvania due to lower product availability.
We reported income before income taxes of $6.6 million in the three months ended April 30, 2015 , as compared to income before income taxes of $10.0 million in the three months ended April 30, 2014 . The decrease in income before income taxes was primarily attributable to lower earnings from decreased revenues in the fiscal 2015 period, as compared to the fiscal 2014 period, offset, in part, by lower cost of revenues as a percentage of revenues and higher management fee income in the fiscal 2015 period, as compared to the fiscal 2014 period. The decrease in cost of revenues as a percentage of revenues in the fiscal 2015 period was primarily due to a shift in the number of homes delivered to higher margin products and/or locations.
Corporate and Other
For the six -month periods ended April 30, 2015 and 2014 , corporate and other loss before income taxes was $55.9 million and $27.0 million , respectively. The increase was primarily due to a decrease in income from unconsolidated entities from $36.8 million in the fiscal 2014 period to $4.3 million in the fiscal 2015 period, decreased income from our Gibraltar operations and higher SG&A costs, in the fiscal 2015 period, as compared to the fiscal 2014 period, offset, in part, by an increase of $9.8 million in income from ancillary businesses. The decrease in income from unconsolidated entities was due primarily to our recognition of a $23.5 million gain representing our share of the gain on the sale by Trust II of substantially all of its assets to an unrelated party in December 2013 and a $12.0 million distribution from the Trust in April 2014 due to the refinancing of one of the Trust’s apartment properties. The increase in the fiscal 2015 period in income from ancillary businesses was primarily due to the recognition of an $8.1 million gain from a bulk sale of security monitoring accounts by our home security monitoring business.
For the three -month periods ended April 30, 2015 and 2014 , corporate and other loss before income taxes was $30.6 million and $18.1 million , respectively. The increase was primarily due to a decrease in income from unconsolidated entities from $14.0 million in the fiscal 2014 period to $2.4 million in the fiscal 2015 period and higher SG&A costs in the fiscal 2015 period, as compared to the fiscal 2014 period, offset, in part, by higher earnings from our Gibraltar operations in the fiscal 2015 period, as compared to the fiscal 2014 period. The decrease in income from unconsolidated entities was due primarily to our recognition of a $12.0 million distributions from the Trust in April 2014 due to the refinancing of one of the its apartment properties.

50




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk primarily due to fluctuations in interest rates. We utilize both fixed-rate and variable-rate debt. For fixed-rate debt, changes in interest rates generally affect the fair market value of the debt instrument, but not our earnings or cash flow. Conversely, for variable-rate debt, changes in interest rates generally do not impact the fair market value of the debt instrument, but do affect our earnings and cash flow. We do not have the obligation to prepay fixed-rate debt prior to maturity, and, as a result, interest rate risk and changes in fair market value should not have a significant impact on our fixed-rate debt until we are required or elect to refinance it.
The table below sets forth, at April 30, 2015 , our debt obligations by scheduled maturity, weighted-average interest rates, and estimated fair value (amounts in thousands):
 
 
 
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.
ITEM 4. CONTROLS AND PROCEDURES
Any controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect that there are resource constraints and the benefits of controls must be considered relative to costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected; however, our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.
Our Chief Executive Officer and Chief Financial Officer, with the assistance of management, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report (the “Evaluation Date”). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
There has not been any change in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our quarter ended April 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

51




PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved in various claims and litigation arising principally in the ordinary course of business. We believe that adequate provision for resolution of all current claims and pending litigation has been made for probable losses and the disposition of these matters will not have a material adverse effect on our results of operations and liquidity or on our financial condition.
ITEM 1A. RISK FACTORS
There have been no material changes in our risk factors as previously disclosed in Part I, Item 1A., “Risk Factors,” in our Form 10-K for the fiscal year ended October 31, 2014 .
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ISSUER PURCHASES OF EQUITY SECURITIES
During the three-month period ended April 30, 2015 , we repurchased the following shares of our common stock:
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.
Except as set forth above, we have not repurchased any of our equity securities during the three-month period ended April 30, 2015 .
We have not paid any cash dividends on our common stock to date and expect that, for the foreseeable future, we will not do so.

52



ITEM 6. EXHIBITS
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.


53



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
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)


54

Exhibit 4.1
THIS TWENTY-SEVENTH SUPPLEMENTAL INDENTURE , dated as of April 30, 2015, by and among the parties listed on Schedule A hereto (each an “ Additional Guarantor ” and collectively, the “ Additional Guarantors ”) and THE BANK OF NEW YORK MELLON, as successor to J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION and BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “ Trustee ”). Capitalized terms used in this Twenty-seventh Supplemental Indenture and not otherwise defined herein (including terms used on Exhibit A attached hereto) shall have the meanings ascribed to them in the Indenture, dated as of November 22, 2002, by and among Toll Brothers Finance Corp., Toll Brothers, Inc., as Guarantor, the other Guarantors identified therein and the Trustee (as more fully described on Exhibit A attached hereto).
RECITALS
WHEREAS, Section 4.04 of the Indenture provides that if in accordance with the provisions of the Bank Credit Facilities the Company adds, or causes to be added, any Subsidiary that was not a Guarantor at the time of execution of the Indenture as a guarantor under the Bank Credit Facilities, such Subsidiary shall contemporaneously become a Guarantor under the Indenture;
WHEREAS, desiring to become a Guarantor under the Indenture, each of the Additional Guarantors is executing and delivering this Twenty-seventh Supplemental Indenture; and
WHEREAS, the Issuer and the Trustee may modify or amend the Guarantees under the Indenture without notice to or consent of any Holder to add Guarantors, and all other actions required to be taken under the Indenture with respect to this Twenty-seventh Supplemental Indenture have been taken.
NOW, THEREFORE IT IS AGREED:
Section 1. Joinder . Each Additional Guarantor agrees that by its entering into this Twenty-seventh Supplemental Indenture it hereby unconditionally guarantees all of the Issuer’s obligations under the Securities of any Series that has the benefit of Guarantees of other Subsidiaries of the Company, and the Indenture (as it relates to all such Series) on the terms set forth in the Indenture, as if each such Additional Guarantor was a party to the Indenture.
Section 2.      Ratification of Indenture . This Twenty-seventh Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture, and as supplemented and modified hereby, the Indenture is in all respects ratified and confirmed, and the Indenture and this Twenty-seventh Supplemental Indenture shall be read, taken and construed as one and the same instrument.
Section 3.      Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.
Section 4.      Successors and Assigns . All covenants and agreements in this Twenty-seventh Supplemental Indenture by each Additional Guarantor shall bind each such Additional Guarantor’s successors and assigns, whether so expressed or not.
Section 5.      Separability Clause . In case any one or more of the provisions contained in this Twenty-seventh Supplemental Indenture shall for any reason be held to be invalid, illegal or



unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 6.      Governing Law . This Twenty-seventh Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. This Twenty-seventh Supplemental Indenture is subject to the provisions of the TIA that are required to be part of this Twenty-seventh Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.
Section 7.      Counterparts . This Twenty-seventh Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
Section 8.      Role of Trustee . The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Twenty-seventh Supplemental Indenture.
IN WITNESS WHEREOF , the parties hereto have caused this Twenty-seventh Supplemental Indenture to be duly executed as of the date first above written.
 
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
 
 
 
 


[SIGNATURE PAGE TO TWENTY-SEVENTH SUPPLEMENTAL INDENTURE
TO INDENTURE DATED AS OF NOVEMBER 22, 2002]






2


SCHEDULE A

Additional Guarantors as of April 30, 2015


Toll Brothers Canada USA, Inc., a Delaware corporation
Block 268 LLC, a New Jersey limited liability company
Toll MA Development LLC, a Massachusetts limited liability company
Toll MA Holdings LLC, a Delaware limited liability company
Toll MA Land II GP LLC, a Delaware limited liability company
Toll MA Management LLC, a Massachusetts limited liability company
Toll CA XX, L.P., a California limited partnership
Toll NY V L.P., a New York limited partnership
Toll PA Development LP, a Pennsylvania limited partnership
Toll PA Management LP, a Pennsylvania limited partnership








EXHIBIT A
For purposes of this Twenty-seventh Supplemental Indenture, the term “Indenture” shall mean that certain Indenture dated as of November 22, 2002 (the “ Original Indenture ”) by and among Toll Brothers Finance Corp. (the “ Issuer ”), Toll Brothers, Inc. (the “ Company ”) as Guarantor, the other Guarantors identified therein and the Trustee, as supplemented by: (i) the Authorizing Resolutions, related to the issuance of $300,000,000 aggregate principal amount of 6.875% Senior Notes due 2012 (the “ 6.875% Senior Notes ”) by the Issuer and the issuance of related guarantees by the Company and the other Guarantors, attached as Exhibit A to the Joint Action of the Persons Authorized to Act on Behalf of Each of the Issuer, the Company and Each of the Entities listed on Schedule I thereto dated as of November 22, 2002; (ii) the First Supplemental Indenture dated May 1, 2003 (the “ First Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such First Supplemental Indenture, thereby became Guarantors) and the Trustee; (iii) the Authorizing Resolutions related to the issuance of $250,000,000 aggregate principal amount of 5.95% Senior Notes due 2013 (the “ 5.95% Senior Notes ”) by the Issuer and the issuance of related guarantees by the Company and the other Guarantors, attached as Exhibit A to the Joint Action of the Persons Authorized to Act on Behalf of Each of the Issuer, the Company and Each of the Entities listed on Schedule I thereto dated as of September 3, 2003; (iv) the Second Supplemental Indenture dated November 3, 2003 (the “ Second Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Second Supplemental Indenture, thereby became Guarantors) and the Trustee; (v) the Third Supplemental Indenture dated January 26, 2004 (the “ Third Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Third Supplemental Indenture, thereby became Guarantors) and the Trustee; (vi) the Fourth Supplemental Indenture dated March 1, 2004 (the “ Fourth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Fourth Supplemental Indenture, thereby became Guarantors) and the Trustee; (vii) the Authorizing Resolutions related to the issuance of $300,000,000 aggregate principal amount of 4.95% Senior Notes due 2014 (the “ 4.95% Senior Notes ”) by the Issuer and the issuance of related guarantees by the Company and the other Guarantors attached as Exhibit A to the Joint Action of the Persons Authorized to Act on Behalf of Each of the Issuer, the Company and Each of the Entities listed on. Schedule I thereto dated as of March 9, 2004; (viii) the Fifth Supplemental Indenture dated September 20, 2004 (the “ Fifth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Fifth Supplemental Indenture, thereby became Guarantors) and the Trustee; (ix) the Sixth Supplemental Indenture, dated as of October 28, 2004 (the “ Sixth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Sixth Supplemental Indenture, thereby became Guarantors) and the Trustee; (x) the Seventh Supplemental Indenture, dated as of October 31, 2004 (the “ Seventh Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Seventh Supplemental Indenture, thereby became Guarantors) and the Trustee; (xi) the Eighth Supplemental Indenture, dated as of January 31, 2005 (the “ Eighth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Eighth Supplemental Indenture, thereby became Guarantors) and the Trustee; (xii) the Authorizing Resolutions, related to the issuance of $300,000,000 aggregate principal amount of 5.15% Senior Notes due 2015 (the “ 5.15% Senior Notes ”) by the Issuer and the issuance of related guarantees by the Company and the other Guarantors attached as Exhibit A to the Joint Action of the Persons Authorized to Act on Behalf of Each of the Issuer, the Company and Each of the Entities listed on Schedule I thereto dated as of May 26, 2005; (xiii) the Ninth Supplemental Indenture, dated as of June 6, 2005 (the “ Ninth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Ninth Supplemental Indenture, thereby became Guarantors) and the Trustee; (xiv) the Tenth Supplemental Indenture, dated as of August 1, 2005 (the “ Tenth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Tenth Supplemental Indenture, thereby became Guarantors) and the Trustee; (xv) the Eleventh Supplemental Indenture, dated as of January 31, 2006 (the




Eleventh Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Eleventh Supplemental Indenture, thereby became Guarantors) and the Trustee; (xvi) the Twelfth Supplemental Indenture, dated as of April 30, 2006 (the “ Twelfth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Twelfth Supplemental Indenture, thereby became Guarantors) and the Trustee; (xvii) the Thirteenth Supplemental Indenture, dated as of July 31, 2006 (the “ Thirteenth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Thirteenth Supplemental Indenture, thereby became Guarantors) and the Trustee; (xviii) the Fourteenth Supplemental Indenture, dated as of October 31, 2006 (the “ Fourteenth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Fourteenth Supplemental Indenture, thereby became Guarantors) and the Trustee; (xix) the Fifteenth Supplemental Indenture, dated as of June 25, 2007 (the “ Fifteenth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Fifteenth Supplemental Indenture, thereby became Guarantors) and the Trustee; (xx) the Sixteenth Supplemental Indenture, dated as of June 27, 2007 (the “ Sixteenth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Sixteenth Supplemental Indenture, thereby became Guarantors) and the Trustee; (xxi) the Seventeenth Supplemental Indenture, dated as of January 31, 2008 (the “ Seventeenth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Seventeenth Supplemental Indenture, thereby became Guarantors) and the Trustee; (xxii) the Eighteenth Supplemental Indenture, dated as of October 27, 2011 (the “ Eighteenth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Eighteenth Supplemental Indenture, thereby became Guarantors) and the Trustee; (xxiii) the Nineteenth Supplemental Indenture, dated as of November 1, 2011 (the “ Nineteenth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Nineteenth Supplemental Indenture, thereby became Guarantors) and the Trustee, and as may be further supplemented, (xxiv) the Twentieth Supplemental Indenture, dated as of April 27, 2012 (the “ Twentieth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to the Twentieth Supplemental Indenture, thereby became Guarantors) and the Trustee; (xxv) the Twenty-first Supplemental Indenture, dated as of February 1, 2013 (the “ Twenty-first Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to the Twenty-first Supplemental Indenture, thereby became Guarantors) and the Trustee; (xxvi) the Twenty-second Supplemental Indenture, dated as of April 30, 2013 (the “ Twenty-second Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to the Twenty-second Supplemental Indenture, thereby became Guarantors) and the Trustee; (xxvii) the Twenty-third Supplemental Indenture, dated as of April 30, 2014 (the “ Twenty-third Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to the Twenty-third Supplemental Indenture, thereby became Guarantors) and the Trustee; (xxviii) the Twenty-fourth Supplemental Indenture, dated as of July 31, 2014 (the “ Twenty-fourth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to the Twenty-fourth Supplemental Indenture, thereby became Guarantors) and the Trustee; (xxix) the Twenty-fifth Supplemental Indenture, dated as of October 31, 2014 (the “ Twenty-fifth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to the Twenty-fifth Supplemental Indenture, thereby became Guarantors) and the Trustee; (xxx) the Twenty-sixth Supplemental Indenture dated as of January 30, 2015 (the “ Twenty-sixth Supplemental Indenture” ), by and among the parties listed on Schedule A thereto (who, pursuant to the Twenty-sixth Supplemental Indenture, thereby became Guarantors) and the Trustee; and as may be further supplemented (including by this Twenty-seventh Supplemental Indenture) and/or amended.




Exhibit 4.2
THIS NINTH SUPPLEMENTAL INDENTURE , dated as of April 30, 2015, by and among the parties listed on Schedule A hereto (each an “ Additional Guarantor ” and collectively, the “ Additional Guarantors ”) and THE BANK OF NEW YORK MELLON, as trustee (the “ Trustee ”). Capitalized terms used in this Ninth Supplemental Indenture and not otherwise defined herein (including terms used on Exhibit A attached hereto) shall have the meanings ascribed to them in the Indenture, dated as of April 20, 2009, by and among Toll Brothers Finance Corp., Toll Brothers, Inc., as Guarantor, the other Guarantors identified therein and the Trustee (as more fully described on Exhibit A attached hereto).
RECITALS
WHEREAS, Section 4.04 of the Indenture provides that if in accordance with the provisions of the Bank Credit Facility the Company adds, or causes to be added, any Subsidiary that was not a Guarantor at the time of execution of the Original Indenture as a guarantor under the Bank Credit Facility, such Subsidiary shall contemporaneously become a Guarantor under the Indenture;
WHEREAS, desiring to become a Guarantor under the Indenture, each of the Additional Guarantors is executing and delivering this Ninth Supplemental Indenture; and
WHEREAS, the consent of Holders to the execution and delivery of this Ninth Supplemental Indenture is not required, and all other actions required to be taken under the Indenture with respect to this Ninth Supplemental Indenture have been taken.
NOW, THEREFORE IT IS AGREED:
Section 1. Joinder . Each Additional Guarantor agrees that by its entering into this Ninth Supplemental Indenture it hereby unconditionally guarantees all of the Issuer’s obligations under (i) the 8.910% Senior Notes, (ii) the 6.750% Senior Notes, (iii) any other Securities of any Series that has the benefit of Guarantees of other Subsidiaries of the Company, and (vi) the Indenture (as it relates to all such Series) on the terms set forth in the Indenture, as if each such Additional Guarantor was a party to the Original Indenture.
Section 2.      Ratification of Indenture . This Ninth Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture, and as supplemented and modified hereby, the Indenture is in all respects ratified and confirmed, and the Indenture and this Ninth Supplemental Indenture shall be read, taken and construed as one and the same instrument.
Section 3.      Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.
Section 4.      Successors and Assigns . All covenants and agreements in this Ninth Supplemental Indenture by each Additional Guarantor shall bind each such Additional Guarantor’s successors and assigns, whether so expressed or not.
Section 5.      Separability Clause . In case any one or more of the provisions contained in this Ninth Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.



Section 6.      Governing Law . This Ninth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. This Ninth Supplemental Indenture is subject to the provisions of the TIA that are required to be part of this Ninth Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.
Section 7.      Counterparts . This Ninth Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
Section 8.      Role of Trustee . The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Ninth Supplemental Indenture.
IN WITNESS WHEREOF , the parties hereto have caused this Ninth Supplemental Indenture to be duly executed as of the date first above written.
 
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
 
 
 
 








[SIGNATURE PAGE TO NINTH SUPPLEMENTAL INDENTURE
TO INDENTURE DATED AS OF APRIL 20, 2009]


2


SCHEDULE A

Additional Guarantors as of April 30, 2015


Toll Brothers Canada USA, Inc., a Delaware corporation
Block 268 LLC, a New Jersey limited liability company
Toll MA Development LLC, a Massachusetts limited liability company
Toll MA Holdings LLC, a Delaware limited liability company
Toll MA Land II GP LLC, a Delaware limited liability company
Toll MA Management LLC, a Massachusetts limited liability company
Toll CA XX, L.P., a California limited partnership
Toll NY V L.P., a New York limited partnership
Toll PA Development LP, a Pennsylvania limited partnership
Toll PA Management LP, a Pennsylvania limited partnership





EXHIBIT A

For purposes of this Ninth Supplemental Indenture, the term “Indenture” shall mean that certain Indenture, dated as of April 20, 2009 (the “ Original Indenture ”) by and among Toll Brothers Finance Corp., Toll Brothers, Inc. as Guarantor, the other Guarantors identified therein and the Trustee, as supplemented by: (i) the Authorizing Resolutions, related to the issuance of $400,000,000 aggregate principal amount of 8.910% Senior Notes due 2017 (the “ 8.910% Senior Notes ”) by Toll Brothers Finance Corp. (the “ Issuer ”) and the issuance of related guarantees by Toll Brothers, Inc. (the “ Company ”) and the other Guarantors, attached as Exhibit A to the Joint Action of the Persons Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll Brothers, Inc. and Each of the Entities listed on Schedule I thereto dated as of April 27, 2009; (ii) the Authorizing Resolutions, related to the issuance of $250,000,000 aggregate principal amount of 6.750% Senior Notes due 2019 (the “ 6.750% Senior Notes ”) by the Issuer and the issuance of related guarantees by the Company and the other Guarantors attached as Exhibit A to the Joint Action of the Persons Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll Brothers, Inc. and Each of the Entities listed on Schedule I thereto dated as of September 22, 2009; (iii) the First Supplemental Indenture dated October 27, 2011 (the “ First Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such First Supplemental Indenture, thereby became Guarantors) and the Trustee; (iv) the Second Supplemental Indenture dated as of November 1, 2011 (the “ Second Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Second Supplemental Indenture, thereby became Guarantors) and the Trustee; (v) the Third Supplemental Indenture dated as of April 27, 2012 (the “Third Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Third Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (vi) the Fourth Supplemental Indenture dated as of April 30, 2013 (the “Fourth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Fourth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (vii) the Fifth Supplemental Indenture dated as of April 30, 2014 (the “ Fifth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Fifth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (viii) the Sixth Supplemental Indenture dated as of July 31, 2014 (the “ Sixth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Sixth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (vix) the Seventh Supplemental Indenture dated as of October 31, 2014 (the “ Seventh Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Seventh Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (vx) the Eighth Supplemental Indenture dated as of January 30, 2015 (the “ Eighth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Eighth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; and as may be further supplemented (including by this Ninth Supplemental Indenture) and/or amended.





Exhibit 4.3
THIS SEVENTH SUPPLEMENTAL INDENTURE , dated as of April 30, 2015, by and among the parties listed on Schedule A hereto (each an “ Additional Guarantor ” and collectively, the “ Additional Guarantors ”) and THE BANK OF NEW YORK MELLON, as trustee (the “ Trustee ”). Capitalized terms used in this Seventh Supplemental Indenture and not otherwise defined herein (including terms used on Exhibit A attached hereto) shall have the meanings ascribed to them in the Indenture, dated as of February 7, 2012, by and among Toll Brothers Finance Corp., Toll Brothers, Inc., as Guarantor, the other Guarantors identified therein and the Trustee (as more fully described on Exhibit A attached hereto).
RECITALS
WHEREAS, Section 4.04 of the Indenture provides that if in accordance with the provisions of the Revolving Credit Facility the Company adds, or causes to be added, any Subsidiary that was not a Guarantor at the time of execution of the Original Indenture as a guarantor under the Revolving Credit Facility, such Subsidiary shall contemporaneously become a Guarantor under the Indenture;
WHEREAS, desiring to become a Guarantor under the Indenture, each of the Additional Guarantors is executing and delivering this Seventh Supplemental Indenture; and
WHEREAS, the consent of Holders to the execution and delivery of this Seventh Supplemental Indenture is not required, and all other actions required to be taken under the Indenture with respect to this Seventh Supplemental Indenture have been taken.
NOW, THEREFORE IT IS AGREED:
Section 1. Joinder . Each Additional Guarantor agrees that by its entering into this Seventh Supplemental Indenture it hereby unconditionally guarantees all of the Issuer’s obligations under (i) the 5.875% Senior Notes, (ii) the 4.375% Senior Notes, (iii) the 4.0% Senior Notes, (iv) the 5.625% Senior Notes, (v) any other Securities of any Series that has the benefit of Guarantees of other Subsidiaries of the Company, and (vi) the Indenture (as it relates to all such Series) on the terms set forth in the Indenture, as if each such Additional Guarantor was a party to the Original Indenture.
Section 2.      Ratification of Indenture . This Seventh Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture, and as supplemented and modified hereby, the Indenture is in all respects ratified and confirmed, and the Indenture and this Seventh Supplemental Indenture shall be read, taken and construed as one and the same instrument.
Section 3.      Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.
Section 4.      Successors and Assigns . All covenants and agreements in this Seventh Supplemental Indenture by each Additional Guarantor shall bind each such Additional Guarantor’s successors and assigns, whether so expressed or not.
Section 5.      Separability Clause . In case any one or more of the provisions contained in this Seventh Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.




Section 6.      Governing Law . This Seventh Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. This Seventh Supplemental Indenture is subject to the provisions of the TIA that are required to be part of this Seventh Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.
Section 7.      Counterparts . This Seventh Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
Section 8.      Role of Trustee . The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Seventh Supplemental Indenture.
IN WITNESS WHEREOF , the parties hereto have caused this Seventh Supplemental Indenture to be duly executed as of the date first above written.
 
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
 
 
 
 





[SIGNATURE PAGE TO SEVENTH SUPPLEMENTAL INDENTURE
TO INDENTURE DATED AS OF FEBRUARY 7, 2012]



2



SCHEDULE A

Additional Guarantors as of April 30, 2015


Toll Brothers Canada USA, Inc., a Delaware corporation
Block 268 LLC, a New Jersey limited liability company
Toll MA Development LLC, a Massachusetts limited liability company
Toll MA Holdings LLC, a Delaware limited liability company
Toll MA Land II GP LLC, a Delaware limited liability company
Toll MA Management LLC, a Massachusetts limited liability company
Toll CA XX, L.P., a California limited partnership
Toll NY V L.P., a New York limited partnership
Toll PA Development LP, a Pennsylvania limited partnership
Toll PA Management LP, a Pennsylvania limited partnership






EXHIBIT A

For purposes of this Seventh Supplemental Indenture, the term “Indenture” shall mean that certain Indenture, dated as of February 7, 2012 (the “ Original Indenture ”) by and among Toll Brothers Finance Corp., Toll Brothers, Inc. as Guarantor, the other Guarantors identified therein and the Trustee, as supplemented by: (i) the Authorizing Resolutions, related to the issuance of $300,000,000 aggregate principal amount of 5.875% Senior Notes due 2022 (the “ 5.875% Senior Notes ”) by Toll Brothers Finance Corp. (the “ Issuer ”) and the issuance of related guarantees by Toll Brothers, Inc. (the “ Company ”) and the other Guarantors, attached as Exhibit A to the Joint Action of the Persons Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll Brothers, Inc. and Each of the Entities listed on Schedule I thereto dated as of January 31, 2012; (ii)  the issuance of $119,876,000 aggregate principal amount of 5.875% Senior Notes issued by the Issuer and the issuance of related guarantees by the Company and the other Guarantors in an exchange for a portion of the Issuer’s outstanding 6.875% Senior Notes due 2012 and 5.95% Senior Notes due 2013; (iii) the First Supplemental Indenture dated as of April 27, 2012 (the “ First Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such First Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (iv) the Authorizing Resolutions relating to the $300,000,000 principal amount of 4.375% Senior Notes due 2023 of the Issuer and the issuance of related guarantees by the Company and the other Guarantors, attached as Exhibit A to the Joint Action of the Persons Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll Brothers, Inc. and Each of the Entities listed on Schedule I thereto dated as of April 3, 2013; (v) the Second Supplemental Indenture dated as of April 29, 2013 (the “ Second Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Second Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (vi) the Authorizing Resolutions relating to the $100,000,000 principal amount of 4.375% Senior Notes due 2023 of the Issuer and the issuance of related guarantees by the Company and the other Guarantors, attached as Exhibit A to the Joint Action of the Persons Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll Brothers, Inc. and Each of the Entities listed on Schedule I thereto dated as of May 8, 2013; (vii) the Authorizing Resolutions relating to the $350,000,000 principal amount of 4.000% Senior Notes due 2018 of the Issuer and the issuance of related guarantees by the Company and the other Guarantors, attached as Exhibit A to the Joint Action of the Persons Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll Brothers, Inc. and Each of the Entities listed on Schedule I thereto dated as of November 21, 2013; (viii) the Authorizing Resolutions, dated as of November 21, 2013, relating to the $250,000,000 principal amount of 5.625% Senior Notes due 2024 of the Issuer and the issuance of related guarantees by the Company and the other Guarantors, attached as Exhibit A to the Joint Action of the Persons Authorized to Act on Behalf of Each of Toll Brothers Finance Corp., Toll Brothers, Inc. and Each of the Entities listed on Schedule I thereto dated as of November 21, 2013; (ix) the Third Supplemental Indenture dated as of April 30, 2014 (the “ Third Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Third Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (x) the Fourth Supplemental Indenture dated as of July 31, 2014 (the “ Fourth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Fourth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (xi) the Fifth Supplemental Indenture dated as of October 31, 2014 (the “ Fifth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Fifth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (xii) the Sixth Supplemental Indenture dated as of January 30, 2015 (the “ Sixth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Sixth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; and as may be further supplemented (including by this Seventh Supplemental Indenture) and/or amended.



Exhibit 4.4
THIS SIXTH SUPPLEMENTAL INDENTURE , dated as of April 30, 2015, by and among the parties listed on Schedule A hereto (each an “ Additional Guarantor ” and collectively, the “ Additional Guarantors ”) and THE BANK OF NEW YORK MELLON, as trustee (the “ Trustee ”). Capitalized terms used in this Sixth Supplemental Indenture and not otherwise defined herein (including terms used on Exhibit A attached hereto) shall have the meanings ascribed to them in the Indenture, dated as of September 11, 2012, by and among Toll Brothers Finance Corp., Toll Brothers, Inc., as Guarantor, the other Guarantors identified therein and the Trustee (as more fully described on Exhibit A attached hereto).
RECITALS
WHEREAS, Section 4.10 of the Indenture provides that if in accordance with the provisions of the Revolving Credit Facility the Company adds, or causes to be added, any Subsidiary that was not a Guarantor at the time of execution of the Original Indenture as a guarantor under the Revolving Credit Facility, such Subsidiary shall contemporaneously become a Guarantor under the Indenture;
WHEREAS, desiring to become a Guarantor under the Indenture, each of the Additional Guarantors is executing and delivering this Sixth Supplemental Indenture; and
WHEREAS, the consent of Holders to the execution and delivery of this Sixth Supplemental Indenture is not required, and all other actions required to be taken under the Indenture with respect to this Sixth Supplemental Indenture have been taken.
NOW, THEREFORE IT IS AGREED:
Section 1. Joinder . Each Additional Guarantor agrees that by its entering into this Sixth Supplemental Indenture it hereby unconditionally guarantees all of the Issuer’s obligations under (i) the 0.5% Exchangeable Senior Notes due September 2032, (ii)  any other Securities of any Series that has the benefit of Guarantees of other Subsidiaries of the Company, and (iii) the Indenture (as it relates to all such Series) on the terms set forth in the Indenture, as if each such Additional Guarantor was a party to the Original Indenture.
Section 2.      Ratification of Indenture . This Sixth Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture, and as supplemented and modified hereby, the Indenture is in all respects ratified and confirmed, and the Indenture and this Sixth Supplemental Indenture shall be read, taken and construed as one and the same instrument.
Section 3.      Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.
Section 4.      Successors and Assigns . All covenants and agreements in this Sixth Supplemental Indenture by each Additional Guarantor shall bind each such Additional Guarantor’s successors and assigns, whether so expressed or not.
Section 5.      Separability Clause . In case any one or more of the provisions contained in this Sixth Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.



Section 6.      Governing Law . This Sixth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. This Sixth Supplemental Indenture is subject to the provisions of the TIA that are required to be part of this Sixth Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.
Section 7.      Counterparts . This Sixth Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
Section 8.      Role of Trustee . The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Sixth Supplemental Indenture.
IN WITNESS WHEREOF , the parties hereto have caused this Sixth Supplemental Indenture to be duly executed as of the date first above written.
 
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
 
 
 
 





[SIGNATURE PAGE TO SIXTH SUPPLEMENTAL INDENTURE
TO INDENTURE DATED AS OF SEPTEMBER 11, 2012]



2


SCHEDULE A

Additional Guarantors as of April 30, 2015


Toll Brothers Canada USA, Inc., a Delaware corporation
Block 268 LLC, a New Jersey limited liability company
Toll MA Development LLC, a Massachusetts limited liability company
Toll MA Holdings LLC, a Delaware limited liability company
Toll MA Land II GP LLC, a Delaware limited liability company
Toll MA Management LLC, a Massachusetts limited liability company
Toll CA XX, L.P., a California limited partnership
Toll NY V L.P., a New York limited partnership
Toll PA Development LP, a Pennsylvania limited partnership
Toll PA Management LP, a Pennsylvania limited partnership





EXHIBIT A

For purposes of this Sixth Supplemental Indenture, the term “Indenture” shall mean that certain Indenture, dated as of September 11, 2012 (the “ Original Indenture ”) by and among Toll Brothers Finance Corp., Toll Brothers, Inc. as Guarantor, the other Guarantors identified therein and the Trustee; (i) the First Supplemental Indenture dated as of April 30, 2013 (the “ First Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such First Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (ii) the Second Supplemental Indenture dated as of April 30, 2014 (the “ Second Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Second Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (iii) the Third Supplemental Indenture dated as of July 31, 2014 (the “ Third Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Third Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (iv) the Fourth Supplemental Indenture dated as of October 31, 2014 (the “ Fourth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Fourth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; (v) the Fifth Supplemental Indenture dated as of January 30, 2015 (the “ Fifth Supplemental Indenture ”), by and among the parties listed on Schedule A thereto (who, pursuant to such Fifth Supplemental Indenture, affirmed their obligation as Guarantors) and the Trustee; and as may be further supplemented (including by this Sixth Supplemental Indenture) and/or amended.





Exhibit 31.1
CERTIFICATION
I, Douglas C. Yearley Jr., certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q of Toll Brothers, Inc.;
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
Date: June 4, 2015





Exhibit 31.2
CERTIFICATION
I, Martin P. Connor, certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q of Toll Brothers, Inc.;
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
Date: June 4, 2015





Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Toll Brothers, Inc. (the “Company”) for the three months ended April 30, 2015 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas C. Yearley Jr., Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:
 
/s/ Douglas C. Yearley Jr.
 
 
Name: Douglas C. Yearley Jr.
 
 
Title: Chief Executive Officer
Date: June 4, 2015





Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Toll Brothers, Inc. (the “Company”) for the three months ended April 30, 2015 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Martin P. Connor, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:
 
/s/ Martin P. Connor
 
 
Name: Martin P. Connor
 
 
Title: Chief Financial Officer
Date: June 4, 2015