þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the fiscal year ended October 31, 2008 | ||
or
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT of 1934 |
|
For the transition period from to |
Delaware
|
23-2416878 | |
(State or other jurisdiction
of
incorporation or organization) |
I.R.S. Employer
Identification No.) |
|
250 Gibraltar Road, Horsham, Pennsylvania
|
19044 | |
(Address of principal executive offices) | (Zip Code) |
Name of Each Exchange
|
||
Title of Each Class
|
on Which Registered
|
|
Common Stock (par value $.01)*
|
New York Stock Exchange | |
Guarantee of Toll Brothers Finance Corp. 6.875% Senior Notes due 2012 | New York Stock Exchange | |
Guarantee of Toll Brothers Finance Corp. 5.95% Senior Notes due 2013 | New York Stock Exchange | |
Guarantee of Toll Brothers Finance Corp. 4.95% Senior Notes due 2014 | New York Stock Exchange | |
Guarantee of Toll Brothers Finance Corp. 5.15% Senior Notes due 2015 | New York Stock Exchange |
Large accelerated filer
þ
|
Accelerated filer o |
Non-accelerated filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
ITEM 1. | BUSINESS |
| the Philadelphia, Pennsylvania metropolitan area | |
| the Lehigh Valley area of Pennsylvania | |
| central and northern New Jersey | |
| the Virginia and Maryland suburbs of Washington, D.C. | |
| the Baltimore, Maryland metropolitan area | |
| the Eastern Shore of Maryland and Delaware | |
| the Richmond, Virginia metropolitan area | |
| the Boston, Massachusetts metropolitan area | |
| Fairfield, Hartford and New Haven Counties, Connecticut | |
| Westchester, Dutchess, Ulster and Saratoga Counties, New York | |
| the boroughs of Manhattan, Brooklyn and Queens in New York City | |
| the Los Angeles, California metropolitan area | |
| the San Francisco Bay, Sacramento and San Jose areas of northern California | |
| the Palm Springs, California area | |
| the Phoenix and Tucson, Arizona metropolitan areas | |
| the Raleigh and Charlotte, North Carolina metropolitan areas | |
| the Dallas, Austin and San Antonio, Texas metropolitan areas | |
| the southeast and southwest coasts and the Jacksonville and Orlando areas of Florida | |
| the Atlanta, Georgia metropolitan area | |
| the Las Vegas and Reno, Nevada metropolitan areas | |
| the Detroit, Michigan metropolitan area | |
| the Chicago, Illinois metropolitan area |
| the Denver, Colorado metropolitan area | |
| the Hilton Head area of South Carolina | |
| the Minneapolis/St. Paul, Minnesota metropolitan area | |
| the Martinsburg, West Virginia area |
2
Fiscal Year
|
||||
State
|
of Entry | |||
Pennsylvania
|
1967 | |||
New Jersey
|
1982 | |||
Delaware
|
1987 | |||
Massachusetts
|
1988 | |||
Maryland
|
1988 | |||
Virginia
|
1992 | |||
Connecticut
|
1992 | |||
New York
|
1993 | |||
California
|
1994 | |||
North Carolina
|
1994 | |||
Texas
|
1995 | |||
Florida
|
1995 | |||
Arizona
|
1995 | |||
Nevada
|
1998 | |||
Illinois
|
1998 | |||
Michigan
|
1999 | |||
Colorado
|
2001 | |||
South Carolina
|
2002 | |||
Minnesota
|
2005 | |||
West Virginia
|
2006 | |||
Georgia
|
2007 |
3
4
Detached homes
|
||||||||||||
Move-up
|
$ | 263,000 | to | $ | 1,037,000 | |||||||
Executive
|
283,000 | to | 977,000 | |||||||||
Estate
|
330,000 | to | 2,000,000 | |||||||||
Active-adult, age-qualified
|
286,000 | to | 596,000 | |||||||||
Attached homes
|
||||||||||||
Flats
|
$ | 229,000 | to | $ | 700,000 | |||||||
Townhomes/Carriage homes
|
195,000 | to | 840,000 | |||||||||
Active-adult, age-qualified
|
200,000 | to | 700,000 | |||||||||
High-rise/Mid-rise
|
225,000 | to | 2,160,000 |
5
Units | $ (In millions) | |||||||||||||||||||||||
2008 | 2007 | 2006 | 2008 | 2007 | 2006 | |||||||||||||||||||
Completed contract communities (1):
|
||||||||||||||||||||||||
North
|
1,300 | 1,467 | 1,983 | $ | 894.4 | $ | 993.1 | $ | 1,333.9 | |||||||||||||||
Mid-Atlantic
|
1,443 | 2,137 | 2,697 | 878.6 | 1,338.4 | 1,777.5 | ||||||||||||||||||
South
|
1,095 | 1,631 | 2,017 | 556.2 | 922.3 | 1,124.8 | ||||||||||||||||||
West
|
905 | 1,452 | 1,904 | 777.1 | 1,241.8 | 1,709.0 | ||||||||||||||||||
Total
|
4,743 | 6,687 | 8,601 | 3,106.3 | 4,495.6 | 5,945.2 | ||||||||||||||||||
Percentage of completion communities (2):
|
||||||||||||||||||||||||
North
|
37.5 | 91.0 | 110.3 | |||||||||||||||||||||
South
|
4.4 | 48.5 | 59.8 | |||||||||||||||||||||
Total
|
| | | 41.9 | 139.5 | 170.1 | ||||||||||||||||||
Total:
|
||||||||||||||||||||||||
North
|
1,300 | 1,467 | 1,983 | 931.9 | 1,084.1 | 1,444.2 | ||||||||||||||||||
Mid-Atlantic
|
1,443 | 2,137 | 2,697 | 878.6 | 1,338.4 | 1,777.5 | ||||||||||||||||||
South
|
1,095 | 1,631 | 2,017 | 560.6 | 970.8 | 1,184.6 | ||||||||||||||||||
West
|
905 | 1,452 | 1,904 | 777.1 | 1,241.8 | 1,709.0 | ||||||||||||||||||
Total consolidated
|
4,743 | 6,687 | 8,601 | $ | 3,148.2 | $ | 4,635.1 | $ | 6,115.3 | |||||||||||||||
Units | $ (In millions) | |||||||||||||||||||||||
2008 | 2007 | 2006 | 2008 | 2007 | 2006 | |||||||||||||||||||
Completed contract communities (1):
|
||||||||||||||||||||||||
North
|
739 | 1,458 | 1,612 | $ | 406.0 | $ | 1,007.4 | $ | 1,134.2 | |||||||||||||||
Mid-Atlantic
|
1,028 | 1,505 | 1,942 | 564.2 | 950.4 | 1,262.8 | ||||||||||||||||||
South
|
660 | 829 | 1,290 | 332.3 | 454.9 | 784.3 | ||||||||||||||||||
West
|
495 | 621 | 1,255 | 305.1 | 573.0 | 1,220.3 | ||||||||||||||||||
Total
|
2,922 | 4,413 | 6,099 | 1,607.6 | 2,985.7 | 4,401.6 | ||||||||||||||||||
Percentage of completion communities:
|
||||||||||||||||||||||||
North
|
8 | 27 | 61 | 6.8 | 22.0 | 43.1 | ||||||||||||||||||
South
|
(3 | ) | 4 | (6.2 | ) | 2.4 | 16.0 | |||||||||||||||||
Total
|
5 | 27 | 65 | 0.6 | 24.4 | 59.1 | ||||||||||||||||||
Total:
|
||||||||||||||||||||||||
North
|
747 | 1,485 | 1,673 | 412.8 | 1,029.4 | 1,177.3 | ||||||||||||||||||
Mid-Atlantic
|
1,028 | 1,505 | 1,942 | 564.2 | 950.4 | 1,262.8 | ||||||||||||||||||
South
|
657 | 829 | 1,294 | 326.1 | 457.3 | 800.3 | ||||||||||||||||||
West
|
495 | 621 | 1,255 | 305.1 | 573.0 | 1,220.3 | ||||||||||||||||||
Total consolidated
|
2,927 | 4,440 | 6,164 | $ | 1,608.2 | $ | 3,010.1 | $ | 4,460.7 | |||||||||||||||
6
Units | $ (In millions) | |||||||||||||||||||||||
2008 | 2007 | 2006 | 2008 | 2007 | 2006 | |||||||||||||||||||
Completed contract communities (1):
|
||||||||||||||||||||||||
North
|
870 | 1,431 | 1,440 | $ | 562.5 | $ | 1,051.0 | $ | 1,036.7 | |||||||||||||||
Mid-Atlantic
|
558 | 973 | 1,605 | 362.3 | 676.7 | 1,064.7 | ||||||||||||||||||
South
|
354 | 789 | 1,591 | 205.1 | 428.9 | 896.4 | ||||||||||||||||||
West
|
264 | 674 | 1,505 | 195.6 | 667.6 | 1,336.3 | ||||||||||||||||||
Total
|
2,046 | 3,867 | 6,141 | 1,325.5 | 2,824.2 | 4,334.1 | ||||||||||||||||||
Percentage of completion communities (2):
|
||||||||||||||||||||||||
North
|
66 | 316 | 38.7 | 210.4 | ||||||||||||||||||||
South
|
17 | 76 | 46.7 | 114.0 | ||||||||||||||||||||
Less revenue recognized on units remaining in backlog
|
(55.2 | ) | (170.1 | ) | ||||||||||||||||||||
Total
|
| 83 | 392 | | 30.2 | 154.3 | ||||||||||||||||||
Total:
|
||||||||||||||||||||||||
North
|
870 | 1,497 | 1,756 | 562.5 | 1,089.7 | 1,247.1 | ||||||||||||||||||
Mid-Atlantic
|
558 | 973 | 1,605 | 362.3 | 676.7 | 1,064.7 | ||||||||||||||||||
South
|
354 | 806 | 1,667 | 205.1 | 475.6 | 1,010.4 | ||||||||||||||||||
West
|
264 | 674 | 1,505 | 195.6 | 667.6 | 1,336.3 | ||||||||||||||||||
Less revenue recognized on units remaining in backlog
|
(55.2 | ) | (170.1 | ) | ||||||||||||||||||||
Total consolidated
|
2,046 | 3,950 | 6,533 | $ | 1,325.5 | $ | 2,854.4 | $ | 4,488.4 | |||||||||||||||
(1) | Completed contract communities revenues, contracts and backlog include certain projects that have extended sales and construction cycles. Information related to revenue recognized by these projects and contracts signed in these projects during the twelve-month periods ended October 31, 2008, 2007 and 2006, and the backlog of undelivered homes in these projects at October 31, 2008, 2007 and 2006 are provided below. |
Units | $ (In millions) | |||||||||||||||||||||||
2008 | 2007 | 2006 | 2008 | 2007 | 2006 | |||||||||||||||||||
North
|
311 | 52 | $ | 288.3 | $ | 70.3 | ||||||||||||||||||
Mid-Atlantic
|
62 | 25.9 | ||||||||||||||||||||||
West
|
13 | 9.3 | ||||||||||||||||||||||
Total
|
386 | 52 | $ | 323.5 | $ | 70.3 | ||||||||||||||||||
Contracts Twelve months ended October 31,
|
||||||||||||||||||||||||
North
|
(8 | ) | 329 | 240 | $ | (1.8 | ) | $ | 325.4 | $ | 228.4 | |||||||||||||
Mid-Atlantic
|
(1 | ) | 14 | 28 | 0.1 | 6.4 | 10.6 | |||||||||||||||||
West
|
(36 | ) | (6 | ) | 19 | (21.2 | ) | (4.0 | ) | 12.7 | ||||||||||||||
Total
|
(45 | ) | 337 | 287 | $ | (22.9 | ) | $ | 327.8 | $ | 251.7 | |||||||||||||
Backlog at October 31,
|
||||||||||||||||||||||||
North
|
214 | 533 | 256 | $ | 208.8 | $ | 499.0 | $ | 244.0 | |||||||||||||||
Mid-Atlantic
|
9 | 72 | 58 | 4.2 | 30.0 | 23.6 | ||||||||||||||||||
West
|
20 | 26 | 14.2 | 18.2 | ||||||||||||||||||||
Total
|
223 | 625 | 340 | $ | 213.0 | $ | 543.2 | $ | 285.8 | |||||||||||||||
7
(2) | Percentage of Completion deliveries in the twelve-month periods ended October 31, 2008 and 2007 are provided below. No deliveries of units from projects accounted for using the percentage of completion method of accounting were made in the twelve months ended October 31, 2006. |
Units | $ (In millions) | |||||||||||||||||||||||
2008 | 2007 | 2006 | 2008 | 2007 | 2006 | |||||||||||||||||||
North
|
74 | 277 | $ | 45.6 | $ | 193.7 | ||||||||||||||||||
South
|
14 | 59 | 40.5 | 69.6 | ||||||||||||||||||||
Total
|
88 | 336 | | $ | 86.1 | $ | 263.3 | | ||||||||||||||||
Homes
|
||||||||||||||||||||||||
Total
|
Number of
|
Under
|
||||||||||||||||||||||
Geographic
|
Number of
|
Selling
|
Homes
|
Homes
|
Contract but
|
Home Sites
|
||||||||||||||||||
Segment
|
Communities | Communities | Approved | Closed | not Closed | Available | ||||||||||||||||||
North
|
85 | 73 | 11,363 | 5,269 | 870 | 5,224 | ||||||||||||||||||
Mid-Atlantic
|
86 | 67 | 12,816 | 5,755 | 558 | 6,503 | ||||||||||||||||||
South
|
81 | 65 | 9,038 | 3,556 | 354 | 5,128 | ||||||||||||||||||
West
|
71 | 68 | 6,893 | 2,970 | 264 | 3,659 | ||||||||||||||||||
Total
|
323 | 273 | 40,110 | 17,550 | 2,046 | 20,514 | ||||||||||||||||||
8
Total
|
Number of
|
|||||||
Geographic
|
Number of
|
Planned
|
||||||
Segment
|
Communities | Home Sites(a) | ||||||
North
|
31 | 4,561 | ||||||
Mid-Atlantic
|
61 | 6,945 | ||||||
South
|
13 | 1,915 | ||||||
West
|
32 | 3,803 | ||||||
137 | 17,224 | |||||||
(a) | We have additional home sites under option that have been excluded from this table because, due to market conditions, we do not believe that we will complete the purchase of these home sites. |
9
10
11
12
13
ITEM 1A. | RISK FACTORS |
14
15
16
17
18
19
20
ITEM 1B. | UNRESOLVED STAFF COMMENTS |
ITEM 2. | PROPERTIES |
ITEM 3. | LEGAL PROCEEDINGS |
21
ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
ITEM 4A. | EXECUTIVE OFFICERS OF THE REGISTRANT |
Name
|
Age
|
Positions
|
||||
Robert I. Toll
|
67 | Chairman of the Board, Chief Executive Officer and Director | ||||
Zvi Barzilay
|
62 | President, Chief Operating Officer and Director | ||||
Joel H. Rassman
|
63 | Executive Vice President, Treasurer, Chief Financial Officer and Director |
ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
22
Three Months Ended | ||||||||||||||||
October 31 | July 31 | April 30 | January 31 | |||||||||||||
2008
|
||||||||||||||||
High
|
$ | 27.19 | $ | 25.35 | $ | 26.13 | $ | 23.93 | ||||||||
Low
|
$ | 16.51 | $ | 16.25 | $ | 18.31 | $ | 15.49 | ||||||||
2007
|
||||||||||||||||
High
|
$ | 25.55 | $ | 31.14 | $ | 35.64 | $ | 34.43 | ||||||||
Low
|
$ | 19.31 | $ | 21.82 | $ | 26.90 | $ | 26.79 |
Issuer Purchases of Equity Securities | ||||||||||||||||
Total Number
|
Maximum
|
|||||||||||||||
of Shares
|
Number
|
|||||||||||||||
Purchased as
|
of Shares that
|
|||||||||||||||
Total
|
Average
|
Part of a
|
May Yet be
|
|||||||||||||
Number of
|
Price
|
Publicly
|
Purchased
|
|||||||||||||
Shares
|
Paid per
|
Announced
|
Under the Plan
|
|||||||||||||
Period
|
Purchased(a) | Share | Plan or Program(b) | or Program(b) | ||||||||||||
August 1 to August 31, 2008
|
3 | 21.92 | 3 | 11,961 | ||||||||||||
September 1 to September 30, 2008
|
12 | 24.34 | 12 | 11,949 | ||||||||||||
October 1 to October 31, 2008
|
8 | 20.31 | 8 | 11,941 | ||||||||||||
Total
|
23 | 23 | ||||||||||||||
(a) | Our stock incentive plans permit participants to exercise stock options using a net exercise method at the discretion of the Executive Compensation Committee of our Board of Directors. In a net exercise, we withhold from the total number of shares that otherwise would be issued to the participant upon exercise of the stock option that number of shares having a fair market value at the time of exercise equal to the option exercise price and applicable income tax withholdings, and remit the remaining shares to the participant. During the three-month period ended October 31, 2008, the net exercise method was employed to exercise options to acquire 2,106,152 shares of our common stock; we withheld 1,079,388 of the shares subject to the options to cover $28.5 million of option exercise costs and income tax withholdings and issued the remaining 1,026,764 shares to the participants. In addition, pursuant to the provisions of the stock incentive plans, participants are permitted to use the value of the Companys common stock that they own to pay for the exercise of options. During the three-month period ended October 31, 2008, we received 1,420 shares with an average fair market value per share of $26.47 for the exercise of 6,576 options. | |
(b) | On March 20, 2003, our Board of Directors authorized the repurchase of up to 20 million shares of our common stock, par value $.01, from time to time, in open market transactions or otherwise, for the purpose of providing shares for our various employee benefit plans. The Board of Directors did not fix an expiration date for the repurchase program. |
23
24
ITEM 6.
SELECTED
FINANCIAL DATA
2008
2007
2006
2005
2004
$
3,158,213
$
4,646,979
$
6,123,453
$
5,793,425
$
3,861,942
$
(466,787
)
$
70,680
$
1,126,616
$
1,323,128
$
647,432
$
(297,810
)
$
35,651
$
687,213
$
806,110
$
409,111
$
(1.88
)
$
0.23
$
4.45
$
5.23
$
2.75
$
(1.88
)
$
0.22
$
4.17
$
4.78
$
2.52
158,730
155,318
154,300
154,272
148,646
158,730
164,166
164,852
168,552
162,330
2008
2007
2006
2005
2004
$
1,633,495
$
900,337
$
632,524
$
689,219
$
465,834
$
4,127,475
$
5,572,655
$
6,095,702
$
5,068,624
$
3,878,260
$
6,586,836
$
7,220,316
$
7,583,541
$
6,343,840
$
4,905,578
$
613,594
$
696,814
$
736,934
$
250,552
$
340,380
1,143,445
1,142,306
1,141,167
1,140,028
845,665
343,000
350,000
350,000
350,000
450,000
37,867
76,730
119,705
89,674
92,053
$
2,137,906
$
2,265,850
$
2,347,806
$
1,830,254
$
1,728,098
$
3,237,653
$
3,527,234
$
3,415,926
$
2,763,571
$
1,919,987
25
Table of Contents
2008
2007
2006
2005
2004
4,743
6,687
8,601
8,769
6,627
$
3,106,291
$
4,495,600
$
5,945,169
$
5,759,301
$
3,839,451
$
41,873
$
139,493
$
170,111
2,927
4,440
6,164
10,372
8,684
$
1,608,191
$
3,010,013
$
4,460,734
$
7,152,463
$
5,641,454
2008
2007
2006
2005
2004
2,046
3,950
6,533
8,805
6,709
$
1,325,491
$
2,854,435
$
4,488,400
$
6,014,648
$
4,433,895
273
315
300
230
220
32,081
37,139
41,808
35,838
29,804
7,703
22,112
31,960
47,288
30,385
39,784
59,251
73,768
83,126
60,189
(1)
Excludes 88 units and 336 units delivered in fiscal
2008 and 2007, respectively, that were accounted for using the
percentage of completion accounting method with an aggregate
delivered value of $86.1 million in fiscal 2008 and
$263.3 million in fiscal 2007.
(2)
Net of revenues of $55.2 million and $170.1 million of
revenue recognized in fiscal 2007 and 2006, respectively, under
the percentage of completion accounting method. At
October 31, 2008, we did not have any revenue recognized on
undelivered units accounted for under the percentage of
completion accounting method.
26
Table of Contents
50
51
52
53
54
55
ITEM 7.
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
27
Table of Contents
28
Table of Contents
29
Table of Contents
30
Table of Contents
31
Table of Contents
Year Ended October 31,
2008
2007
2006
$
3,106.3
$
4,495.6
$
5,945.2
41.9
139.5
170.1
10.0
11.9
8.2
3,158.2
4,647.0
6,123.5
2,995.7
96.4
%
3,905.9
86.9
%
4,263.2
71.7
%
36.2
86.5
%
109.0
78.1
%
132.3
77.8
%
4.8
48.0
%
8.1
67.9
%
7.0
85.6
%
88.9
2.8
%
102.4
2.2
%
122.0
2.0
%
3,125.6
99.0
%
4,125.4
88.8
%
4,524.5
73.9
%
429.9
13.6
%
516.7
11.1
%
573.4
9.4
%
3.2
9.0
(400.5
)
(4.1
)
1,025.6
(186.4
)
(40.4
)
48.4
120.1
115.1
52.7
(466.8
)
70.7
1,126.6
(169.0
)
35.0
439.4
$
(297.8
)
$
35.7
$
687.2
32
Table of Contents
33
Table of Contents
34
Table of Contents
(Loss) Income Before
Revenues
Income Taxes
2008 Units
2007 Units
2008
2007
2008
2007
1,300
1,467
$
932.9
$
1,087.7
$
0.9
$
51.2
1,443
2,137
881.0
1,340.6
(10.9
)
206.4
1,095
1,631
562.1
976.9
(170.0
)
(20.4
)
905
1,452
782.2
1,241.8
(190.5
)
(87.9
)
(96.3
)
(78.6
)
4,743
6,687
$
3,158.2
$
4,647.0
$
(466.8
)
$
70.7
(a)
Includes percentage of completion revenues of $37.5 million
and $91.0 million in fiscal 2008 and 2007, respectively,
and land revenues of $1.0 million and $3.5 million in
fiscal 2008 and 2007, respectively.
(b)
Includes land revenues of $2.4 million and
$2.3 million in fiscal 2008 and 2007, respectively.
(c)
Includes percentage of completion revenues of $4.4 million
and $48.5 million in fiscal 2008 and 2007, respectively,
and land revenues of $1.6 million and $6.1 million in
fiscal 2008 and 2007, respectively.
(d)
Includes land revenues of $5.1 million in fiscal 2008.
35
Table of Contents
36
Table of Contents
37
Table of Contents
38
Table of Contents
39
Table of Contents
40
Table of Contents
Income (Loss)
Revenues
Before Income Taxes
2007 Units
2006 Units
2007
2006
2007
2006
1,467
1,983
$
1,087.7
$
1,444.2
$
51.2
$
281.9
2,137
2,697
1,340.6
1,777.9
206.4
491.8
1,631
2,017
976.9
1,192.4
(20.4
)
161.8
1,452
1,904
1,241.8
1,709.0
(87.9
)
338.5
(78.6
)
(147.4
)
6,687
8,601
$
4,647.0
$
6,123.5
$
70.7
$
1,126.6
(a)
Includes percentage of completion revenues of $91.0 million
and $110.3 million in fiscal 2007 and 2006, respectively,
and land sales revenues of $3.5 million and
$0.4 million in fiscal 2007 and 2006, respectively.
(b)
Includes land sales revenues of $2.3 million and
$0.2 million in fiscal 2007 and 2006, respectively.
(c)
Includes percentage of completion revenues of $48.5 million
and $59.8 million in fiscal 2007 and 2006, respectively,
and land sales revenues of $6.1 million and
$7.4 million in fiscal 2007 and 2006, respectively.
41
Table of Contents
42
Table of Contents
43
Table of Contents
44
Table of Contents
2009
2010 2011
2012 2013
Thereafter
Total
$
94.1
$
369.3
$
811.0
$
628.1
$
1,902.5
94.7
564.5
2.0
14.7
675.9
38.8
38.8
11.7
16.9
11.3
18.4
58.3
299.8
360.4
86.2
58.1
804.5
5.8
3.9
10.6
34.8
55.1
.7
1.4
1.4
3.5
$
545.6
$
1,316.4
$
922.5
$
754.1
$
3,538.6
(a)
Amounts include estimated annual interest payments until
maturity of the debt. Of the amounts indicated,
$1.49 billion of the senior and senior subordinated notes,
$613.6 million of loans payable, and $37.9 million of
the mortgage company warehouse loan were recorded on the
October 31, 2008 Consolidated Balance Sheet.
(b)
Amounts represent our expected acquisition of land under options
or purchase agreements and the estimated remaining amount of the
contractual obligation for land development agreements secured
by letters of credit and surety bonds.
(c)
Amounts represent our obligations under our 401(k), deferred
compensation and supplemental executive retirement plans. Of the
total amount indicated, $37.4 million has been recorded on
the October 31, 2008 Consolidated Balance Sheet.
45
Table of Contents
ITEM 7A.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Fixed-Rate Debt
Variable-Rate Debt(a)
Weighted-
Weighted-
Average
Average
Amount
Interest Rate
Amount
Interest Rate
$
45,420
6.90
%
$
57,660
5.45
%
19,822
6.18
%
168,332
4.88
%
205,669
8.17
%
331,817
5.02
%
150,038
8.25
%
150
1.75
%
550,890
6.46
%
150
1.75
%
601,968
5.05
%
12,545
1.75
%
(6,555
)
$
1,567,252
6.32
%
$
570,654
4.95
%
$
1,238,110
$
570,654
(a)
Based upon the amount of variable-rate debt outstanding at
October 31, 2008, and holding the variable-rate debt
balance constant, each 1% increase in interest rates would
increase the interest incurred by us by approximately
$5.7 million per year.
ITEM 8.
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
ITEM 9A.
CONTROLS
AND PROCEDURES
46
Table of Contents
ITEM 9B.
OTHER
INFORMATION
ITEM 10.
DIRECTORS
AND EXECUTIVE OFFICERS OF REGISTRANT
47
Table of Contents
ITEM 11.
EXECUTIVE
COMPENSATION
ITEM 12.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Number of
Securities to
Number of Securities
be Issued Upon
Weighted-Average
Remaining Available For
Exercise
Exercise Price
Future Issuance Under
of Outstanding
of Outstanding
Equity Compensation
Options, Warrants
Options, Warrants
Plans (Excluding Securities
and Rights
and Rights
Reflected in Column(a))
(a)
(b)
(c)
(In thousands)
(In thousands)
19,854
$
12.64
10,371
19,854
$
12.64
10,371
ITEM 13.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 14.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
48
Table of Contents
ITEM 15.
EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
(a)
Financial
Statements and Financial Statement Schedules
Page
F-1
F-2
F-4
F-5
F-6
F-7
F-8
F-43
2.
Financial
Statement Schedules
(b)
Exhibits
Exhibit
3
.1
Second Restated Certificate of Incorporation of the Registrant,
dated September 8, 2005, is hereby incorporated by
reference to Exhibit 3.1 of the Registrants
Form 10-Q
for the quarter ended July 31, 2005.
3
.2
By-laws of the Registrant, as Amended and Restated June 11,
2008, are hereby incorporated by reference to Exhibit 3.1
of the Registrants
Form 8-K
filed with the Securities and Exchange Commission on
June 13, 2008.
3
.3
Certificate of Amendment of Certificate of Designations,
Preferences and Rights of Series A Junior Participating
Preferred Stock of the Registrant is hereby incorporated by
reference to Exhibit 3.1 to the Registrants Current
Report on
Form 8-K
filed with the Securities and Exchange Commission on
June 18, 2007.
4
.1
Specimen Stock Certificate is hereby incorporated by reference
to Exhibit 4.1 of the Registrants
Form 10-K
for the fiscal year ended October 31, 1991.
4
.2
Indenture dated as of January 25, 2001, among Toll Corp.,
as issuer, the Registrant, as guarantor, and Bank One
Trust Company, NA, as Trustee, including form of guarantee,
is hereby incorporated by reference to Exhibit 4.1 of the
Registrants
Form 10-Q
for the quarter ended January 31, 2001.
4
.3
Indenture dated as of November 22, 2002 among Toll Brothers
Finance Corp., as issuer, the Registrant, as guarantor, and Bank
One Trust Company, NA, as Trustee, including form of
guarantee, is hereby incorporated by reference to
Exhibit 4.1 of the Registrants
Form 8-K
filed with the Securities and Exchange Commission on
November 27, 2002.
4
.4
First Supplemental Indenture dated as of May 1, 2003 by and
among the parties listed on Schedule A thereto, and Bank
One Trust Company, National Association, as Trustee, is
hereby incorporated by reference to Exhibit 4.4 of the
Registrants Registration Statement on
Form S-4/A
filed with the Securities and Exchange Commission on
June 16, 2003, File Nos.
333-103931,
333-103931-01,
333-103931-02,
333-103931-03
and
333-103931-04.
49
Table of Contents
Exhibit
4
.5
Second Supplemental Indenture dated as of November 3, 2003
by and among the parties listed on Schedule A thereto, and
Bank One Trust Company, National Association, as Trustee,
is hereby incorporated by reference to Exhibit 4.5 of the
Registrants Registration Statement on
Form S-4/A
filed with the Securities and Exchange Commission on
November 5, 2003, File Nos.
333-109604,
333-109604-01,
333-109604-02,
333-109604-03
and
333-109604-04.
4
.6
Third Supplemental Indenture dated as of January 26, 2004
by and among the parties listed on Schedule A thereto, and
J.P. Morgan Trust Company, National Association, as
successor Trustee, is hereby incorporated by reference to
Exhibit 4.1 of the Registrants
Form 10-Q
for the quarter ended January 31, 2004.
4
.7
Fourth Supplemental Indenture dated as of March 1, 2004 by
and among the parties listed on Schedule A thereto, and
J.P. Morgan Trust Company, National Association, as
successor Trustee, is hereby incorporated by reference to
Exhibit 4.2 of the Registrants
Form 10-Q
for the quarter ended January 31, 2004.
4
.8
Fifth Supplemental Indenture dated as of September 20, 2004
by and among the parties listed on Schedule A thereto, and
J.P. Morgan Trust Company, National Association, as
successor Trustee, is hereby incorporated by reference to
Exhibit 4.9 of the Registrants
Form 10-K
for the fiscal year ended October 31, 2004.
4
.9
Sixth Supplemental Indenture dated as of October 28, 2004
by and among the parties listed on Schedule A thereto, and
J.P. Morgan Trust Company, National Association, as
successor Trustee, is hereby incorporated by reference to
Exhibit 4.10 of the Registrants
Form 10-K
for the fiscal year ended October 31, 2004.
4
.10
Seventh Supplemental Indenture dated as of October 31, 2004
by and among the parties listed on Schedule A thereto, and
J.P. Morgan Trust Company, National Association, as
successor Trustee, is hereby incorporated by reference to
Exhibit 4.11 of the Registrants
Form 10-K
for the fiscal year ended October 31, 2004.
4
.11
Eighth Supplemental Indenture dated as of January 31, 2005
by and among the parties listed on Schedule A thereto, and
J.P. Morgan Trust Company, National Association, as
successor Trustee, is hereby incorporated by reference to
Exhibit 4.1 of the Registrants
Form 10-Q
for the quarter ended April 30, 2005.
4
.12
Ninth Supplemental Indenture dated as of June 6, 2005 by
and among the parties listed on Schedule A thereto, and
J.P. Morgan Trust Company, National Association, as
successor Trustee, is hereby incorporated by reference to
Exhibit 4.1 of the Registrants
Form 10-Q
for the quarter ended July 31, 2005.
4
.13
Tenth Supplemental Indenture dated as of August 1, 2005 by
and among the parties listed on Schedule A thereto, and
J.P. Morgan Trust Company, National Association, as
successor Trustee, is hereby incorporated by reference to
Exhibit 4.13 of the Registrants Registration
Statement on
Form S-4
filed with the Securities and Exchange Commission on
September 29, 2005, File Nos.
333-128683,
333-128683-01,
333-128683-02,
333-128683-03
and
333-128683-04.
4
.14
Eleventh Supplemental Indenture dated as of January 31,
2006 by and among the parties listed on Schedule I thereto,
and J.P. Morgan Trust Company, National Association,
as successor Trustee, is hereby incorporated by reference to
Exhibit 4.1 of the Registrants
Form 10-Q
for the quarter ended April 30, 2006.
4
.15
Twelfth Supplemental Indenture dated as of April 30, 2006
by and among the parties listed on Schedule I thereto, and
J.P. Morgan Trust Company, National Association, as
successor Trustee, is hereby incorporated by reference to
Exhibit 4.1 of the Registrants
Form 10-Q
for the quarter ended July 31, 2006.
4
.16
Thirteenth Supplemental Indenture dated as of July 31, 2006
by and among the parties listed on Schedule I thereto, and
J.P. Morgan Trust Company, National Association, as
successor Trustee, is hereby incorporated by reference to
Exhibit 4.16 of the Registrants
Form 10-K
for the year ended October 31, 2006.
Table of Contents
Exhibit
4
.17
Fourteenth Supplemental Indenture dated as October 31, 2006
by and among the parties listed on Schedule I thereto, and
The Bank of New York Trust Company, N.A. as successor
Trustee, is hereby incorporated by reference to Exhibit 4.1
of the Registrants
Form 10-Q
for the quarter ended April 30, 2007.
4
.18
Fifteenth Supplemental Indenture dated as of June 25, 2007
by and among the parties listed on Schedule I thereto, and
The Bank of New York Trust Company, N.A. as successor
Trustee, is hereby incorporated by reference to Exhibit 4.1
of the Registrants
Form 10-Q
for the quarter ended July 31, 2007.
4
.19
Sixteenth Supplemental Indenture dated as of June 27, 2007
by and among the parties listed on Schedule I thereto, and
The Bank of New York Trust Company, N.A. as successor
Trustee, is hereby incorporated by reference to Exhibit 4.2
of the Registrants
Form 10-Q
for the quarter ended July 31, 2007.
4
.20
Seventeenth Supplemental Indenture dated as of January 31,
2008, by and among the parties listed on Schedule A
thereto, and The Bank of New York Trust Company, N.A. as
successor Trustee, is hereby incorporated by reference to
Exhibit 4.1 of the Registrants
Form 10-Q
for the quarter ended July 31, 2008.
4
.21
Form of Indenture for Senior Debt Securities is hereby
incorporated by reference to Exhibit 4.10 of the
Registrants Registration Statement on
Form S-3
filed with the Securities and Exchange Commission on
October 29, 2008.
4
.22
Form of Indenture for Subordinated Debt Securities is hereby
incorporated by reference to Exhibit 4.11 of the
Registrants Registration Statement on
Form S-3
filed with the Securities and Exchange Commission on
October 29, 2008.
4
.23
Joint Resolution Adopted by the Board of Directors of Toll Corp.
and the Shelf Terms Committee of Toll Brothers, Inc. dated as of
January 23, 2001, relating to $200,000,000 principal amount
of
8
1
/
4
% Senior
Subordinated Notes of Toll Corp. due 2011, guaranteed on a
Senior Subordinated basis by the Registrant is hereby
incorporated by reference to Exhibit 4.1 of the
Registrants
Form 8-K
filed with the Securities and Exchange Commission on
January 24, 2001.
4
.24
Authorizing Resolutions, dated as of November 27, 2001,
relating to $150,000,000 principal amount of 8.25% Senior
Subordinated Notes of Toll Corp. due 2011, guaranteed on a
Senior Subordinated basis by the Registrant is hereby
incorporated by reference to Exhibit 4 of the
Registrants
Form 8-K
filed with the Securities and Exchange Commission on
December 6, 2001.
4
.25
Authorizing Resolutions, dated as of November 15, 2002,
relating to $300,000,000 principal amount of 6.875% Senior
Notes of Toll Brothers Finance Corp. due 2012, guaranteed on a
Senior basis by the Registrant and certain subsidiaries of the
Registrant is hereby incorporated by reference to
Exhibit 4.2 of the Registrants
Form 8-K
filed with the Securities and Exchange Commission on
November 27, 2002.
4
.26
Authorizing Resolutions, dated as of September 3, 2003,
relating to $250,000,000 principal amount of 5.95% Senior
Notes of Toll Brothers Finance Corp. due 2013, guaranteed on a
Senior basis by the Registrant and certain subsidiaries of the
Registrant is hereby incorporated by reference to
Exhibit 4.1 of the Registrants
Form 8-K
filed with the Securities and Exchange Commission on
September 29, 2003.
4
.27
Authorizing Resolutions, dated as of March 9, 2004,
relating to $300,000,000 principal amount of 4.95% Senior
Notes of Toll Brothers Finance Corp. due 2014, guaranteed on a
Senior basis by the Registrant and certain subsidiaries of the
Registrant is hereby incorporated by reference to
Exhibit 4.1 of the Registrants
Form 8-K
filed with the Securities and Exchange Commission on
April 1, 2004.
4
.28
Authorizing Resolutions, dated as of May 26, 2005, relating
to $300,000,000 principal amount of 5.15% Senior Notes of
Toll Brothers Finance Corp. due 2015, guaranteed on a Senior
basis by the Registrant and certain subsidiaries of the
Registrant is hereby incorporated by reference to
Exhibit 4.1 of the Registrants
Form 8-K
filed with the Securities and Exchange Commission on
June 8, 2005.
4
.29
Registration Rights Agreement dated as of November 22, 2002
by and among Toll Brothers Finance Corp., the Registrant,
Salomon Smith Barney Inc., Banc of America Securities LLC and
Banc One Capital Markets, Inc. and each of the other initial
purchasers named on Schedule A attached thereto is hereby
incorporated by reference to Exhibit 4.3 of the
Registrants
Form 10-Q
for the quarter ended January 31, 2003.
Table of Contents
Exhibit
4
.30
Registration Rights Agreement dated as of September 3, 2003
by and among Toll Brothers Finance Corp., the Registrant and
Citigroup Global Markets, Inc. is hereby incorporated by
reference to Exhibit 4.2 of the Registrants
Form 8-K
filed with the Securities and Exchange Commission on
September 29, 2003.
4
.31
Registration Rights Agreement dated as of March 16, 2004 by
and among Toll Brothers Finance Corp., the Registrant and
Citigroup Global Markets Inc. and each of the other initial
purchasers named on Schedule A attached thereto is hereby
incorporated by reference to Exhibit 4.2 of the
Registrants
Form 8-K
filed with the Securities and Exchange Commission on
April 1, 2004.
4
.32
Registration Rights Agreement dated as of June 2, 2005 by
and among Toll Brothers Finance Corp., the Registrant and
Citigroup Global Markets Inc. and each of the other initial
purchasers named on Schedule A attached thereto is hereby
incorporated by reference to Exhibit 4.2 of the
Registrants
Form 8-K
filed with the Securities and Exchange Commission on
June 8, 2005.
4
.33
Rights Agreement dated as of June 13, 2007, by and between
the Registrant and American Stock Transfer &
Trust Company, as Rights Agent, is hereby incorporated by
reference to Exhibit 4.1 to the Registrants Current
Report on
Form 8-K
filed with the Securities and Exchange Commission on
June 18, 2007.
4
.34
Toll Brothers, Inc. Employee Stock Purchase Plan (amended and
restated effective January 1, 2008), is hereby incorporated
by reference to Exhibit 4.31 of the Registrants
Form 10-K
for the year ended October 31, 2007.
10
.1
Amended and Restated Credit Agreement by and among First
Huntingdon Finance Corp., the Registrant and the lenders which
are parties thereto dated March 17, 2006, is hereby
incorporated by reference to Exhibit 10.1 of the
Registrants
Form 10-Q
for the quarter ended April 30, 2006.
10
.2*
Toll Brothers, Inc. Key Executives and Non-Employee Directors
Stock Option Plan (1993) is hereby incorporated by
reference to Exhibit 10.1 of the Registrants
Form 8-K
filed with the Securities and Exchange Commission on
May 25, 1994.
10
.3*
Amendment to the Toll Brothers, Inc. Key Executives and
Non-Employee Directors Stock Option Plan (1993) is hereby
incorporated by reference to Exhibit 10.2 of the
Registrants
Form 10-Q
for the quarter ended April 30, 1995.
10
.4*
Amendment to the Toll Brothers, Inc. Key Executives and
Non-Employee Directors Stock Option Plan (1993) effective
June 14, 2001 is hereby incorporated by reference to
Exhibit 10.2 of the Registrants
Form 10-Q
for the quarter ended July 31, 2001.
10
.5*
Amendment to the Toll Brothers, Inc. Key Executives and
Non-Employee Directors Stock Option Plan (1993) effective
December 12, 2007 is hereby incorporated by reference to
Exhibit 10.5 of the Registrants
Form 10-K
for the year ended October 31, 2007.
10
.6*
Toll Brothers, Inc. Stock Option and Incentive Stock Plan
(1995) is hereby incorporated by reference to
Exhibit 10.1 of the Registrants
Form 10-Q
for the quarter ended April 30, 1995.
10
.7*
Amendment to the Toll Brothers, Inc. Stock Option and Incentive
Stock Plan (1995) dated May 29, 1996 is hereby
incorporated by reference to Exhibit 10.9 the
Registrants
Form 10-K
for the fiscal year ended October 31, 1996.
10
.8*
Amendment to the Toll Brothers, Inc. Stock Option and Incentive
Stock Plan (1995) effective March 22, 2001 is hereby
incorporated by reference to Exhibit 10.3 of the
Registrants
Form 10-Q
for the quarter ended July 31, 2001.
10
.9*
Amendment to the Toll Brothers, Inc. Stock Option and Incentive
Stock Plan (1995) effective December 12, 2007 is
hereby incorporated by reference to Exhibit 10.9 of the
Registrants
Form 10-K
for the year ended October 31, 2007.
10
.10*
Toll Brothers, Inc. Stock Incentive Plan (1998) is hereby
incorporated by reference to Exhibit 4 of the
Registrants Registration Statement on
Form S-8
filed with the Securities and Exchange Commission on
June 25, 1998, File
No. 333-57645.
10
.11*
Amendment to the Toll Brothers, Inc. Stock Incentive Plan
(1998) effective March 22, 2001 is hereby incorporated
by reference to Exhibit 10.4 of the Registrants
Form 10-Q
for the quarter ended July 31, 2001.
Table of Contents
Exhibit
10
.12*
Amendment to the Toll Brothers, Inc. Stock Incentive Plan
(1998) effective December 12, 2007 is hereby
incorporated by reference to Exhibit 10.4 of the
Registrants
Form 8-K
filed with the Securities and Exchange Commission on
March 18, 2008.
10
.13*
Stock Award to Robert I. Toll pursuant to the Toll Brothers,
Inc. Stock Incentive Plan (1998) is hereby incorporated by
reference to Exhibit 10.3 of the Registrants
Form 10-Q
for the quarter ended January 31, 2007.
10
.14*
Toll Brothers, Inc. Amended and Restated Stock Incentive Plan
for Employees (2007) (amended and restated as of
September 17, 2008) is hereby incorporated by reference to
Exhibit 4.1 of the Registrants Amendment No. 1
to Toll Brothers, Inc.s Registration Statement on
Form S-8
(No. 333-143367)
filed with the Securities and Exchange Commission on
October 29, 2008.
10
.15*
Toll Brothers, Inc. Amended and Restated Stock Incentive Plan
for Non-Employee Directors (2007) (amended and restated as of
September 17, 2008) is hereby incorporated by
reference to Exhibit 4.1 of the Registrants Amendment
No. 1 to Toll Brothers, Inc.s Registration Statement
on
Form S-8
(No. 333-144230)
filed with the Securities and Exchange Commission on
October 29, 2008.
10
.16*
Form of Non-Qualified Stock Option Grant pursuant to the Toll
Brothers, Inc. Stock Incentive Plan for Employees (2007) is
hereby incorporated by reference to Exhibit 10.1 of the
Registrants
Form 8-K
filed with the Securities and Exchange Commission on
December 19, 2007.
10
.17*
Form of Addendum to Non-Qualified Stock Option Grant pursuant to
the Toll Brothers, Inc. Stock Incentive Plan for Employees
(2007) is hereby incorporated by reference to
Exhibit 10.3 of the Registrants
Form 10-Q
for the quarter ended July 31, 2007.
10
.18*
Form of Stock Award Grant pursuant to the Toll Brothers, Inc.
Stock Incentive Plan for Employees (2007) is hereby
incorporated by reference to Exhibit 10.4 of the
Registrants
Form 10-Q
for the quarter ended July 31, 2007.
10
.19*
Form of Restricted Stock Unit Award pursuant to the Toll
Brothers, Inc. Amended and Restated Stock Incentive Plan for
Employees (2007) is filed herewith.
10
.20*
Restricted Stock Unit Award to Robert I. Toll pursuant to the
Toll Brothers, Inc. Amended and Restated Stock Incentive Plan
for Employees (2007) is filed herewith.
10
.21*
Form of Non-Qualified Stock Option Grant pursuant to the Toll
Brothers, Inc. Stock Incentive Plan for Non-Employee Directors
(2007) is hereby incorporated by reference to
Exhibit 10.2 of the Registrants
Form 8-K
filed with the Securities and Exchange Commission on
December 19, 2007.
10
.22*
Form of Addendum to Non-Qualified Stock Option Grant pursuant to
the Toll Brothers, Inc. Stock Incentive Plan for Non-Employee
Directors (2007) is hereby incorporated by reference to
Exhibit 10.6 of the Registrants
Form 10-Q
for the quarter ended July 31, 2007.
10
.23*
Form of Stock Award Grant pursuant to the Toll Brothers, Inc.
Stock Incentive Plan for Non-Employee Directors (2007) is
hereby incorporated by reference to Exhibit 10.7 of the
Registrants
Form 10-Q
for the quarter ended July 31, 2007.
10
.24*
Toll Brothers, Inc. CEO Cash Bonus Plan is hereby incorporated
by reference to Addendum A to the Registrants definitive
proxy statement on Schedule 14A for the Toll Brothers, Inc.
2008 Annual Meeting of Stockholders held on March 12, 2008.
10
.25*
Toll Brothers, Inc. Cash Bonus Plan, as amended, is hereby
incorporated by reference to Exhibit 10.1 of the
Registrants
Form 8-K
filed with the Securities and Exchange Commission on
April 4, 2005.
10
.26*
Amendment to the Toll Brothers, Inc. Cash Bonus Plan, dated
December 7, 2005, is hereby incorporated by reference to
Exhibit 10.1 of the Registrants
Form 8-K
filed with the Securities and Exchange Commission on
December 9, 2005.
10
.27*
Amendment to the Toll Brothers, Inc. Cash Bonus Plan, dated
December 15, 2006, is hereby incorporated by reference to
Exhibit 10.1 of the Registrants
Form 8-K
filed with the Securities and Exchange Commission on
December 19, 2006.
10
.28*
Amendment to the Toll Brothers, Inc. Cash Bonus Plan, dated
March 14, 2007 is hereby incorporated by reference to
Exhibit 10.32 of the Registrants
Form 10-K
for the year ended October 31, 2007.
Table of Contents
Exhibit
10
.29*
Toll Brothers, Inc. Executive Officer Cash Bonus Plan, as
amended, is hereby incorporated by reference to
Exhibit 10.2 of the Registrants
Form 8-K
filed with the Securities and Exchange Commission on
April 4, 2005.
10
.30*
Executive Officer Cash Bonus Plan Performance Goals for each of
Messrs. Zvi Barzilay and Joel H. Rassman for the
Registrants 2006 fiscal year is hereby incorporated by
reference to Exhibit 10.1 of the Registrants
Form 8-K
filed with the Securities and Exchange Commission on
December 19, 2005.
10
.31*
Executive Officer Cash Bonus Plan Performance Goals for each of
Messrs. Zvi Barzilay and Joel H. Rassman for the
Registrants 2007 fiscal year is hereby incorporated by
reference to Exhibit 10.2 of the Registrants
Form 8-K
filed with the Securities and Exchange Commission on
December 19, 2006.
10
.32*
Executive Officer Cash Bonus Plan Performance Goals for each of
Messrs. Zvi Barzilay and Joel H. Rassman for the
Registrants 2008 fiscal year is hereby incorporated by
reference to Exhibit 10.2 of the Registrants
Form 8-K
filed with the Securities and Exchange Commission on
December 28, 2007.
10
.33*
Toll Brothers, Inc. Supplemental Executive Retirement Plan
(amended and restated effective as of December 12, 2007) is
hereby incorporated by reference to Exhibit 10.1 of the
Registrants
Form 8-K
filed with the Securities and Exchange Commission on
February 7, 2008.
10
.34*
Stock Redemption Agreement between the Registrant and
Robert I. Toll, dated October 28, 1995, is hereby
incorporated by reference to Exhibit 10.7 of the
Registrants
Form 10-K
for the fiscal year ended October 31, 1995.
10
.35*
Agreement dated May 1, 2005 to Abolish Stock
Redemption Agreement between the Registrant and Robert I.
Toll, dated October 28, 1995, is hereby incorporated by
reference to Exhibit 10.1 of the Registrants
Form 8-K
filed with the Securities and Exchange Commission on May 3,
2005.
10
.36*
Stock Redemption Agreement between the Registrant and Bruce
E. Toll, dated October 28, 1995, is hereby incorporated by
reference to Exhibit 10.8 of the Registrants
Form 10-K
for the fiscal year ended October 31, 1995.
10
.37*
Agreement dated May 1, 2005 to Abolish Stock
Redemption Agreement between the Registrant and Bruce E.
Toll, dated October 28, 1995, is hereby incorporated by
reference to Exhibit 10.2 of the Registrants
Form 8-K
filed with the Securities and Exchange Commission on May 3,
2005.
10
.38*
Agreement dated March 5, 1998 between the Registrant and
Bruce E. Toll regarding Mr. Tolls resignation and
related matters is hereby incorporated by reference to
Exhibit 10.2 to the Registrants
Form 10-Q
for the quarter ended April 30, 1998.
10
.39*
Consulting and Non-Competition Agreement dated March 5,
1998 between the Registrant and Bruce E. Toll is hereby
incorporated by reference to Exhibit 10.3 to the
Registrants
Form 10-Q
for the quarter ended April 30, 1998.
10
.40*
Amendment to the Agreement dated March 5, 1998 between the
Registrant and Bruce E. Toll and to the Consulting and
Non-Competition Agreement dated March 5, 1998 between the
Registrant and Bruce E. Toll is hereby incorporated by reference
to Exhibit 10.1 of the Registrants
Form 10-Q
for the quarter ended July 31, 2000.
10
.41*
Advisory and Non-Competition Agreement between the Registrant
and Bruce E. Toll, dated as of November 1, 2004, is hereby
incorporated by reference to Exhibit 10.1 of the
Registrants
Form 8-K
filed with the Securities and Exchange Commission on
February 4, 2005.
10
.42*
Amendment dated as of June 13, 2007 to the Advisory and
Non-Competition Agreement, dated as of November 1, 2004,
between the Registrant and Bruce E. Toll is hereby incorporated
by reference to Exhibit 10.1 to the Registrants
Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
June 18, 2007.
10
.43*
Amendment dated as of November 24, 2008 to the Advisory and
Non-Competition Agreement, dated as of November 1, 2004,
between the Registrant and Bruce E. Toll is filed herewith.
10
.44*
Agreement between the Registrant and Joel H. Rassman, dated
June 30, 1988, is hereby incorporated by reference to
Exhibit 10.8 of Toll Corp.s Registration Statement on
Form S-1/A
filed with the Securities and Exchange Commission on
September 9, 1988, File
No. 33-23162.
Table of Contents
Exhibit
10
.45*
Toll Bros., Inc. Non-Qualified Deferred Compensation Plan,
amended and restated as of November 1, 2008, is filed
herewith.
12
Statement re: Computation of Ratios of Earnings to Fixed Charges.
21
Subsidiaries of the Registrant.
23
Consent of Independent Registered Public Accounting Firm.
31
.1
Certification of Robert I. Toll pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31
.2
Certification of Joel H. Rassman pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32
.1
Certification of Robert I. Toll pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
32
.2
Certification of Joel H. Rassman pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
*
This exhibit is a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this report.
Table of Contents
By:
Chairman of the Board of Directors and Chief Executive Officer
(Principal Executive Officer)
December 19, 2008
Vice Chairman of the Board and Director
December 19, 2008
President, Chief Operating
Officer and Director
December 19, 2008
Executive Vice President, Treasurer, Chief Financial Officer and
Director (Principal Financial Officer)
December 19, 2008
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
December 19, 2008
Director
December 19, 2008
Director
December 19, 2008
Director
December 19, 2008
Director
December 19, 2008
Director
December 19, 2008
Director
December 19, 2008
Director
December 19, 2008
56
Table of Contents
F-1
Table of Contents
F-2
Table of Contents
F-3
Table of Contents
Year Ended October 31,
2008
2007
2006
(Amounts in thousands, except per share data)
$
3,106,293
$
4,495,600
$
5,945,169
41,873
139,493
170,111
10,047
11,886
8,173
3,158,213
4,646,979
6,123,453
2,995,718
3,905,907
4,263,200
36,221
108,954
132,268
4,818
8,069
6,997
88,861
102,447
121,993
3,125,618
4,125,377
4,524,458
429,894
516,729
573,404
3,233
8,973
(400,532
)
(4,100
)
1,025,591
(186,393
)
(40,353
)
48,361
120,138
115,133
52,664
(466,787
)
70,680
1,126,616
(168,977
)
35,029
439,403
$
(297,810
)
$
35,651
$
687,213
$
(1.88
)
$
0.23
$
4.45
$
(1.88
)
$
0.22
$
4.17
158,730
155,318
154,300
158,730
164,166
164,852
F-4
Table of Contents
F-5
Table of Contents
(Amounts in thousands)
Accumulated
Additional
Other
Common Stock
Paid-In
Retained
Treasury
Comprehensive
Shares
$
Capital
Earnings
Stock
Income (Loss)
Total
154,943
$
1,563
$
242,546
$
2,576,061
$
(56,599
)
$
2,763,571
687,213
687,213
(3,632
)
(109,845
)
(109,845
)
2,181
(48,576
)
81,925
33,349
296
(125
)
11,051
10,926
110
(123
)
3,727
3,604
1
47
47
26,748
26,748
compensation
313
313
153,899
1,563
220,783
3,263,274
(69,694
)
3,415,926
35,651
35,651
(67
)
1
(1,818
)
(1,817
)
2,714
7
(19,649
)
57,357
37,715
242
1,178
7,601
8,779
134
653
3,229
3,882
86
(3,125
)
2,900
(225
)
26,964
26,964
compensation
756
756
net of tax
$
(397
)
(397
)
157,008
1,570
227,561
3,298,925
(425
)
(397
)
3,527,234
(297,810
)
(297,810
)
(94
)
(1
)
(1,994
)
(1,995
)
3,423
34
30,612
2,398
33,044
(47,460
)
(47,460
)
31
1
662
663
1
26
26
22,559
22,559
670
670
722
722
160,369
$
1,604
$
282,090
$
2,953,655
$
(21
)
$
325
$
3,237,653
F-6
Table of Contents
Year Ended October 31
2008
2007
2006
(Amounts in thousands)
$
(297,810
)
$
35,651
$
687,213
by (used in) operating activities:
644,991
619,516
152,045
200,652
59,242
(14,259
)
(18,889
)
(48,361
)
41,937
23,545
10,534
28,333
29,949
30,357
1,291
1,957
23,255
27,463
27,082
(25,780
)
(15,915
)
(16,110
)
(235,806
)
(289,203
)
8,773
(24,643
)
3,233
8,973
(31
)
662,769
(18,274
)
(877,746
)
(896,365
)
(1,412,629
)
(1,022,663
)
940,299
1,449,766
992,196
46,525
123,586
(170,111
)
18,738
9,929
22,345
(109,110
)
(84,683
)
(36,530
)
(194,427
)
(195,594
)
51,885
(10,348
)
1,388
63,045
826,796
330,469
(124,089
)
(8,158
)
(14,975
)
(41,740
)
32,299
(1,468,440
)
(5,769,805
)
(2,844,810
)
1,463,487
5,769,805
2,844,810
(54,787
)
(34,530
)
(122,190
)
3,268
42,790
53,806
(44,750
)
(64,630
)
25,584
(154,874
)
994,833
1,507,865
1,614,087
(1,058,612
)
(1,632,785
)
(1,316,950
)
(7,000
)
17,982
20,475
15,103
1,800
25,780
15,915
16,110
(1,994
)
(1,818
)
(109,845
)
3
308
3,763
(29,008
)
(88,240
)
222,268
733,158
267,813
(56,695
)
900,337
632,524
689,219
$
1,633,495
$
900,337
$
632,524
F-7
Table of Contents
1.
Significant
Accounting Policies
F-8
Table of Contents
F-9
Table of Contents
F-10
Table of Contents
F-11
Table of Contents
Connecticut, Illinois, Massachusetts, Michigan, Minnesota, New
Jersey, New York, Ohio and Rhode Island
Delaware, Maryland, Pennsylvania, Virginia and West Virginia
Florida, Georgia, North Carolina, South Carolina and Texas
Arizona, California, Colorado and Nevada
F-12
Table of Contents
2.
Inventory
2008
2007
$
1,299,825
$
1,749,652
2,214,829
3,109,243
62,677
370,871
357,322
223,412
274,799
18,538
18,962
$
4,127,475
$
5,572,655
2008
2007
2006
$
215,571
$
181,465
$
162,672
116,340
136,758
135,166
6,100
(88,861
)
(102,447
)
(121,993
)
(439
)
(205
)
(480
)
(3,779
)
$
238,832
$
215,571
$
181,465
F-13
Table of Contents
2008
2007
2006
$
86,466
$
97,246
$
116,405
1,400
4,797
4,552
995
404
1,036
$
88,861
$
102,447
$
121,993
2008
2007
2006
$
101,466
$
37,920
$
90,925
543,525
581,596
61,120
$
644,991
$
619,516
$
152,045
2008
2007
Fair Value of
Fair Value of
Communities,
Communities,
Net of
Net of
Number of
Impairment
Impairment
Number of
Impairment
Impairment
Communities
Charges
Charges
Communities
Charges
Charges
38
$
339,303
$
145,175
18
$
211,800
$
82,962
46
$
406,031
195,850
24
$
228,900
116,150
23
$
228,909
96,330
28
$
344,100
139,628
42
$
268,648
106,170
54
$
530,508
242,856
$
543,525
$
581,596
3.
Investments
in and Advances to Unconsolidated Entities
F-14
Table of Contents
F-15
Table of Contents
4.
Goodwill
Impairment
5.
Loans
Payable, Senior Notes, Senior Subordinated Notes and Mortgage
Company Warehouse Loan
2008
2007
$
331,667
$
331,667
281,927
365,147
$
613,594
$
696,814
(a)
The Company has a $1.89 billion credit facility consisting
of a $1.56 billion unsecured revolving credit facility and
a $331.7 million term loan facility (collectively, the
Credit Facility) with 32 banks, which extends to
March 17, 2011. At October 31, 2008, interest was
payable on borrowings under the revolving credit facility at
0.475% (subject to adjustment based upon the Companys debt
rating and leverage ratios) above the Eurodollar rate or at
other specified variable rates as selected by the Company from
time to time. At October 31, 2008, the Company had no
outstanding borrowings against the revolving credit facility but
had letters of credit of approximately $236.8 million
outstanding under it, of which the Company had recorded
$41.6 million as liabilities under land purchase agreements
and investments in unconsolidated entities. Under the term loan
facility, interest is payable at 0.50% (subject to adjustment
based upon the Companys debt rating and leverage ratios)
above the Eurodollar rate or at other specified variable rates
as selected by the Company from time to time. At
October 31, 2008, interest was payable on the
$331.7 million term loan at 5.02%. Under the terms of the
Credit Facility, the Company is not permitted to allow its
maximum leverage ratio (as defined in the
F-16
Table of Contents
agreement) to exceed 2.00 to 1.00 and was required to maintain a
minimum tangible net worth (as defined in the agreement) of
approximately $2.25 billion at October 31, 2008. At
October 31, 2008, the Companys leverage ratio was
approximately 0.145 to 1.00, and its tangible net worth was
approximately $3.22 billion. Based upon the minimum
tangible net worth requirement, the Companys ability to
pay dividends and repurchase its common stock was limited to an
aggregate amount of approximately $964.0 million at
October 31, 2008.
(b)
The weighted average interest rate on these loans was 5.13% at
October 31, 2008 and ranged from 1.75% to 10.0%. At
October 31, 2008, $281.9 million of loans payable were
secured by assets of approximately $508.2 million.
2008
2007
$
300,000
$
300,000
250,000
250,000
300,000
300,000
300,000
300,000
(6,555
)
(7,694
)
$
1,143,445
$
1,142,306
2008
2007
$
193,000
$
200,000
150,000
150,000
$
343,000
$
350,000
F-17
Table of Contents
6.
Accrued
Expenses
2008
2007
$
184,017
$
247,322
93,529
100,893
158,307
144,349
128,227
27,792
57,292
59,249
38,624
47,136
78,600
97,488
$
738,596
$
724,229
2008
2007
2006
$
59,249
$
57,414
$
54,722
19,531
28,719
36,405
(21,488
)
(26,884
)
(33,713
)
$
57,292
$
59,249
$
57,414
7.
Income
Taxes
F-18
Table of Contents
$
364,300
(56,748
)
(21,450
)
12,340
22,237
$
320,679
F-19
Table of Contents
2008
2007
2006
$
%
$
%
$
%
(163,375
)
35.0
24,738
35.0
394,316
35.0
(27,307
)
5.9
9,854
13.9
50,895
4.5
7,250
(1.6
)
16,786
23.8
11,719
1.0
(8,700
)
(12.3
)
(10,315
)
(0.9
)
(3,943
)
0.8
(6,078
)
(8.6
)
(3,385
)
(0.3
)
(5,558
)
1.2
(2,751
)
(3.9
)
(5,200
)
(0.4
)
24,050
(5.1
)
(94
)
1,180
1.7
1,373
0.1
(168,977
)
36.2
35,029
49.6
439,403
39.0
2008
2007
2006
$
(168,068
)
$
2,728
$
361,543
( 909
)
32,301
77,860
$
(168,977
)
$
35,029
$
439,403
$
39,144
$
324,232
$
430,630
(208,121
)
(289,203
)
8,773
$
(168,977
)
$
35,029
$
439,403
F-20
Table of Contents
2008
2007
$
3,078
$
38,144
459,688
250,395
29,430
12,468
28,160
19,186
(24,050
)
27,685
1,138
11,248
525,129
331,441
68,849
62,128
(7,392
)
68,850
23,388
9,764
1,107
12,347
20,132
8,455
13,342
119,426
161,544
$
405,703
$
169,897
F-21
Table of Contents
8.
Stockholders
Equity
F-22
Table of Contents
9.
Stock-Based
Benefit Plans
2008
2007
2006
46.67% 48.63%
36.32% 38.22%
36.33% 38.28%
47.61%
37.16%
37.55%
3.32% 3.85%
4.57% 4.61%
4.38% 4.51%
4.29 8.32
3.69 8.12
4.11 9.07
none
none
none
$9.50
$11.17
$15.30
F-23
Table of Contents
Replacement Options
Old Options
51.01% 51.92%
51.08% 51.71%
51.44%
51.36%
3.38% 3.70%
3.28% 3.58%
4.84 6.96
4.36 6.10
none
none
$9.94
$6.25
2008
2007
2006
Weighted-
Weighted-
Weighted-
Number
Average
Number
Average
Number
Average
of
Exercise
of
Exercise
of
Exercise
Options
Price
Options
Price
Options
Price
24,080
$
14.60
25,178
$
12.70
26,155
$
11.04
3,292
19.92
1,823
31.80
1,433
35.97
(4,660
)
6.73
(2,717
)
7.15
(2,185
)
6.43
(2,858
)
32.70
(204
)
32.36
(225
)
28.72
19,854
$
14.73
24,080
$
14.60
25,178
$
12.70
16,327
$
12.64
19,743
$
10.90
20,398
$
9.02
10,371
11,946
8,462
F-24
Table of Contents
2008
2007
2006
$
194,261
$
256,387
$
408,186
$
187,351
$
254,913
$
405,764
2008
2007
2006
$
81,308
$
53,048
$
56,133
$
21,862
$
7,710
$
23,551
Options Outstanding
Weighted-
Options Exercisable
Average
Weighted-
Weighted-
Remaining
Average
Average
Number
Contractual
Exercise
Number
Exercise
Outstanding
Life
Price
Exercisable
Price
(In 000s)
(In years)
(In 000s)
4,650
1.1
$
4.43
4,650
$
4.43
4,028
3.0
10.05
4,028
10.05
4,635
4.4
13.52
3,896
12.50
3,754
6.9
20.40
2,139
20.14
2,787
7.0
33.04
1,614
33.21
19,854
4.2
$
14.73
16,327
$
12.64
F-25
Table of Contents
F-26
Table of Contents
10.
Earnings
Per Share Information
2008
2007
2006
158,730
155,318
154,300
8,848
10,552
158,730
164,166
164,852
11.
Employee
Retirement and Deferred Compensation Plans
F-27
Table of Contents
2008
2007
2006
$
210
$
330
$
370
1,224
1,014
929
1,370
1,291
1,957
(640
)
$
2,164
$
2,635
$
3,256
$
18,170
$
18,447
$
14,966
2,583
5,091
210
330
370
1,224
1,014
929
(125
)
(188
)
(5,565
)
(1,433
)
(401
)
$
19,005
$
18,170
$
18,447
$
2,500
$
3,791
$
3,165
5,091
2,583
(1,370
)
(1,291
)
(1,957
)
$
6,221
$
2,500
$
3,791
$
6,762
$
1,837
$
404
$
19,005
$
18,170
$
18,851
$
19,005
$
18,170
$
18,851
F-28
Table of Contents
12.
Accumulated
Other Comprehensive Income (Loss) and Comprehensive
Loss
Twelve Months
Ended
October 31,
2008
$
(297,810
)
722
$
(297,088
)
13.
Commitments
and Contingencies
F-29
Table of Contents
F-30
Table of Contents
14.
Related
Party Transactions
15.
Information
on Business Segments
2008
2007
2006
$
932,946
$
1,087,633
$
1,444,167
880,960
1,340,610
1,777,891
562,117
976,923
1,192,388
782,190
1,241,813
1,709,007
$
3,158,213
$
4,646,979
$
6,123,453
$
898
$
51,152
$
281,917
(10,913
)
206,433
491,803
(170,024
)
(20,376
)
161,811
(190,497
)
(87,940
)
338,516
(96,251
)
(78,589
)
(147,431
)
$
(466,787
)
$
70,680
$
1,126,616
F-31
Table of Contents
2008
2007
2006
$
28,125
$
4,983
$
9,309
13,591
4,020
7,725
42,004
7,912
14,096
17,746
21,005
59,795
101,466
37,920
90,925
84,330
117,925
37,420
122,850
68,250
158,095
143,450
2,500
178,250
251,971
21,200
543,525
581,596
61,120
$
644,991
$
619,516
$
152,045
2008
2007
2006
$
57,901
1,500
141,251
$
59,242
$
200,652
$
59,242
2008
2007
2006
$
1,244,661
$
1,589,119
$
1,758,520
1,220,304
1,523,447
1,654,718
688,049
1,180,325
1,338,324
1,133,981
1,616,395
1,905,945
2,299,841
1,311,030
926,034
$
6,586,836
$
7,220,316
$
7,583,541
F-32
Table of Contents
16.
Supplemental
Disclosure to Statements of Cash Flows
2008
2007
2006
$
12,643
$
14,907
$
20,045
$
78,231
$
322,844
$
367,585
$
7,430
$
87,218
$
147,224
$
(47,460
)
$
45,000
$
4,500
$
7,750
$
8,693
$
26
$
7,010
$
10,926
$
2,764
$
2,411
$
33,307
$
2,442
$
3,355
$
2,583
$
17,828
$
25,885
$
16,103
$
10,495
$
10,883
$
7,585
$
2,109
$
2,163
$
(856
)
$
608
$
(2,035
)
$
189,773
$
111,320
$
44,750
$
33,703
$
8,453
$
954
$
1,751
$
32,299
$
92,506
$
84,513
$
8,014
F-33
Table of Contents
17.
Supplemental
Guarantor Information
F-34
Table of Contents
F-35
Table of Contents
F-36
Table of Contents
Toll
Non-
Brothers,
Subsidiary
Guarantor
Guarantor
Inc.
Issuer
Subsidiaries
Subsidiaries
Eliminations
Consolidated
3,051,658
54,635
3,106,293
36,975
4,898
41,873
10,047
10,047
3,098,680
59,533
3,158,213
2,941,408
53,397
913
2,995,718
33,714
2,507
36,221
4,818
4,818
66,194
88,617
244
(66,194
)
88,861
66,194
3,068,557
56,148
(65,281
)
3,125,618
5
702
430,085
29,174
(30,072
)
429,894
3,233
3,233
(5
)
(66,896
)
(403,195
)
(25,789
)
95,353
(400,532
)
(78,784
)
(107,609
)
(186,393
)
66,896
117,008
31,587
(95,353
)
120,138
(466,782
)
(101,811
)
568,593
(466,787
)
(466,782
)
(101,811
)
568,593
(466,787
)
(168,977
)
(196,816
)
(41,100
)
237,916
(168,977
)
(297,810
)
(269,966
)
(60,711
)
330,677
(297,810
)
F-37
Table of Contents
Toll
Non-
Brothers,
Subsidiary
Guarantor
Guarantor
Inc.
Issuer
Subsidiaries
Subsidiaries
Eliminations
Consolidated
4,495,600
4,495,600
89,018
50,475
139,493
11,886
11,886
4,596,504
50,475
4,646,979
3,860,686
45,296
(75
)
3,905,907
70,647
38,307
108,954
8,069
8,069
66,939
100,432
2,015
(66,939
)
102,447
66,939
4,039,834
85,618
(67,014
)
4,125,377
30
705
517,392
34,817
(36,215
)
516,729
8,973
8,973
(30
)
(67,644
)
30,305
(69,960
)
103,229
(4,100
)
(40,353
)
(40,353
)
67,644
78,281
72,437
(103,229
)
115,133
70,710
2,477
(73,187
)
70,680
70,710
2,477
(73,187
)
70,680
35,029
14,906
969
(15,875
)
35,029
35,651
55,804
1,508
(57,312
)
35,651
F-38
Table of Contents
Toll
Non-
Brothers,
Subsidiary
Guarantor
Guarantor
Inc.
Issuer
Subsidiaries
Subsidiaries
Eliminations
Consolidated
5,945,169
5,945,169
87,030
83,081
170,111
8,173
8,173
6,040,372
83,081
6,123,453
4,259,097
5,221
(1,118
)
4,263,200
67,711
64,557
132,268
6,997
6,997
66,939
105,639
16,354
(66,939
)
121,993
66,939
4,439,444
86,132
(68,057
)
4,524,458
40
704
573,866
33,347
(34,553
)
573,404
(40
)
(67,643
)
1,027,062
(36,398
)
102,610
1,025,591
48,361
48,361
1,126,656
13,653
(1,140,309
)
67,643
37,580
50,051
(102,610
)
52,664
1,126,616
1,126,656
13,653
(1,140,309
)
1,126,616
439,403
429,538
5,339
(434,877
)
439,403
687,213
697,118
8,314
(705,432
)
687,213
F-39
Table of Contents
Toll
Non-
Brothers,
Subsidiary
Guarantor
Guarantor
Inc.
Issuer
Subsidiaries
Subsidiaries
Eliminations
Consolidated
(297,810
)
(269,966
)
(60,711
)
330,677
(297,810
)
634,491
10,500
644,991
93,192
107,460
200,652
(14,408
)
149
(14,259
)
41,937
41,937
1,831
25,682
820
28,333
23,255
23,255
(25,780
)
(25,780
)
(235,806
)
(235,806
)
3,233
3,233
(31
)
(31
)
715,551
(52,782
)
662,769
(896,365
)
(896,365
)
940,299
940,299
45,472
1,053
46,525
521,100
(1,086
)
(198,897
)
31,638
(334,017
)
18,738
(104,827
)
(4,283
)
(109,110
)
(16,379
)
(745
)
(138,310
)
(42,333
)
3,340
(194,427
)
(10,348
)
(10,348
)
(41,768
)
833,150
35,414
826,796
(7,768
)
(390
)
(8,158
)
(1,239,715
)
(228,725
)
(1,468,440
)
1,234,762
228,725
1,463,487
(28,236
)
(26,551
)
(54,787
)
3,268
3,268
(37,689
)
(26,941
)
(64,630
)
533
994,300
994,833
(57,268
)
(1,001,344
)
(1,058,612
)
(7,000
)
(7,000
)
17,982
17,982
25,780
25,780
(1,994
)
(1,994
)
3
3
41,768
(63,735
)
(7,041
)
(29,008
)
731,726
1,432
733,158
783,891
116,446
900,337
1,515,617
117,878
1,633,495
F-40
Table of Contents
Toll
Non-
Brothers,
Subsidiary
Guarantor
Guarantor
Inc.
Issuer
Subsidiaries
Subsidiaries
Eliminations
Consolidated
35,651
55,804
1,508
(57,312
)
35,651
579,816
39,700
619,516
59,242
59,242
(18,889
)
(18,889
)
23,545
23,545
1,139
28,376
434
29,949
1,291
1,291
27,463
27,463
(15,915
)
(15,915
)
(289,203
)
(289,203
)
(24,643
)
(24,643
)
8,973
8,973
34,190
(52,464
)
(18,274
)
(1,412,629
)
(1,412,629
)
1,449,766
1,449,766
41,558
82,028
123,586
193,524
(1,139
)
(221,401
)
(25,522
)
64,467
9,929
(82,116
)
(2,567
)
(84,683
)
10,667
(231,464
)
32,358
(7,155
)
(195,594
)
1,441
(53
)
1,388
(36,372
)
278,925
87,916
330,469
(14,348
)
(627
)
(14,975
)
32,299
32,299
(5,143,195
)
(626,610
)
(5,769,805
)
5,143,195
626,610
5,769,805
(34,530
)
(34,530
)
42,790
42,790
(6,088
)
31,672
25,584
33,354
1,474,511
1,507,865
(104,765
)
(1,528,020
)
(1,632,785
)
20,475
20,475
1,800
1,800
15,915
15,915
(1,818
)
(1,818
)
308
308
36,372
(71,411
)
(53,201
)
(88,240
)
201,426
66,387
267,813
582,465
50,059
632,524
783,891
116,446
900,337
F-41
Table of Contents
Toll
Non-
Brothers,
Subsidiary
Guarantor
Guarantor
Inc.
Issuer
Subsidiaries
Subsidiaries
Eliminations
Consolidated
687,213
697,118
8,314
(705,432
)
687,213
152,045
152,045
(48,361
)
(48,361
)
10,534
10,534
1,139
26,705
2,513
30,357
1,957
1,957
27,082
27,082
(16,110
)
(16,110
)
8,773
8,773
(797,296
)
(80,450
)
(877,746
)
(1,022,663
)
(1,022,663
)
992,196
992,196
(87,030
)
(83,081
)
(170,111
)
(704,708
)
(1,869
)
(75,125
)
131,487
672,560
22,345
(67,592
)
31,062
(36,530
)
13,337
730
(5,550
)
10,496
32,872
51,885
63,045
63,045
78,632
(192,595
)
(10,126
)
(124,089
)
(40,052
)
(1,688
)
(41,740
)
(2,693,485
)
(151,325
)
(2,844,810
)
2,693,485
151,325
2,844,810
(122,190
)
(122,190
)
53,806
53,806
(44,750
)
(44,750
)
(108,436
)
(46,438
)
(154,874
)
472,065
1,142,022
1,614,087
(252,881
)
(1,064,069
)
(1,316,950
)
15,103
15,103
16,110
16,110
(109,845
)
(109,845
)
3,763
3,763
(78,632
)
219,184
81,716
222,268
(81,847
)
25,152
(56,695
)
664,312
24,907
689,219
582,465
50,059
632,524
F-42
Table of Contents
Three Months Ended,
October 31
July 31
April 30
January 31
(Amounts in thousands, except per share data)
$
698,901
$
797,670
$
818,790
$
842,852
$
24,722
$
57,840
$
(24,334
)
$
(25,633
)
$
(106,026
)
$
(54,795
)
$
(154,011
)
$
(151,955
)
$
(78,821
)
$
(29,295
)
$
(93,737
)
$
(95,957
)
$
(0.49
)
$
(0.18
)
$
(0.59
)
$
(0.61
)
$
(0.49
)
$
(0.18
)
$
(0.59
)
$
(0.61
)
159,725
158,761
158,621
157,813
159,725
158,761
158,621
157,813
$
1,169,340
$
1,212,351
$
1,174,677
$
1,090,611
$
25,601
$
134,043
$
167,327
$
194,631
$
(121,059
)
$
45,046
$
59,493
$
87,200
$
(81,841
)
$
26,486
$
36,690
$
54,316
$
(0.52
)
$
0.17
$
0.24
$
0.35
$
(0.52
)
$
0.16
$
0.22
$
0.33
156,787
155,556
154,716
154,212
156,787
164,375
164,294
164,048
(1)
Due to rounding, the sum of the quarterly earnings per share
amounts may not equal the reported earnings per share for
the year.
(2)
For each quarter in fiscal 2008 and for the three months ended
October 31, 2007 there were no incremental shares
attributed to outstanding options to purchase common stock
because the Company reported a net loss for each period, and any
incremental shares would be anti-dilutive.
F-43
TOLL BROTHERS, INC. | GRANTEE: | |||||||
|
||||||||
By:
|
||||||||
Name:
|
|
|
||||||
Title:
|
TOLL BROTHERS, INC. | ||||||
|
||||||
|
By: | /s/ Joel H. Rassman | ||||
|
||||||
|
Name: | Joel H. Rassman | ||||
|
Title: | Executive Vice President and | ||||
|
Chief Financial Officer | |||||
|
||||||
/s/ Bruce E. Toll | ||||||
BRUCE E. TOLL |
- 2 -
1.1 | 409A BENEFIT means any portion of a Participants Account that is attributable to deferrals that were or are made after December 31, 2004, that first became or becomes vested after December 31, 2004, or otherwise is determined to be subject to Code Section 409A. | |
1.2 | ACCOUNT means the balance credited to a Participants or Beneficiarys Plan account, including amounts credited under the Compensation Deferral Account and the Employer Contribution Credit Account and deemed income, gains and losses (as determined by the Employer, in its discretion) credited thereto. A Participants or Beneficiarys Account shall be determined as of the date of reference. | |
1.3 | BENEFICIARY means any person or persons so designated in accordance with the provisions of Article 7. | |
1.4 | BOARD means the Board of Directors of Toll Bros., Inc., a Pennsylvania corporation, and its successors and assigns, or any other corporation or business organization which, with the consent of Toll Bros., Inc., or its successors or assigns, assumes the obligations of Toll Bros., Inc., hereunder. | |
1.5 | CHANGE IN CONTROL means a transaction or series of transactions occurring after the Effective Date, which results in one of the following events: (i) Toll Bros., Inc. is no longer a subsidiary of Toll Brothers, Inc.; (ii) the consummation of a plan or other arrangement pursuant to which Toll Brothers, Inc. will be dissolved or liquidated; (iii) the consummation of a sale or other disposition of all or substantially all of the assets of Toll |
1
Brothers, Inc.; (iv) the consummation of a merger or consolidation of Toll Brothers, Inc. (either directly or through a wholly-owned subsidiary) with or into another corporation, other than, in either case, a merger or consolidation of Toll Brothers, Inc. in which holders of shares of the Toll Brothers, Inc.s common stock immediately prior to the merger or consolidation will hold at least a majority of the ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class of voting securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power of the surviving corporations voting securities) immediately after the merger or consolidation, which common stock (and, if applicable, voting securities) is to be held in the same proportion as such holders ownership of Toll Brothers, Inc. common stock immediately before the merger or consolidation; (v) the date any entity, person or group, (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended), (other than (A) Toll Brothers, Inc. or any of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by Toll Brothers, Inc. or any of its subsidiaries or (B) any person who, on the date the Plan is effective, shall have been the beneficial owner of at least fifteen percent (15%) of the outstanding Toll Brothers, Inc. common stock), shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent (50%) of the outstanding shares of Toll Brothers, Inc. common stock; or (vi) the first day after the date this Plan is effective when directors are elected such that a majority of the Board of Directors of Toll Brothers, Inc. shall have been members of the Board of Directors of Toll Brothers, Inc. for less than twenty-four (24) months, unless the nomination for election of each new director who was not a director at the beginning of such twenty-four (24) month period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. | ||
1.6 | CODE means the Internal Revenue Code of 1986 and the regulations thereunder, as amended from time to time. | |
1.7 | COMMON STOCK means Toll Brothers, Inc.s voting common stock. | |
1.8 | COMPENSATION means the total current cash remuneration, including regular salary, bonus payments, sales bonus compensation, profit sharing distributions and other compensation as defined by the Plan Committee and paid by the Employer to an Eligible Employee with respect to his or her service for the Employer (as determined by the Employer, in its discretion). | |
1.9 | COMPENSATION DEFERRALS are defined in Section 3.1(a). | |
1.10 | COMPETITION means the Employers reasonable determination that the Participant has (i) engaged in, become interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a substantial shareholder in a corporation, or become associated with, in the capacity of an employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise conducted in the geographic area of the business of the Employer which enterprise is, or may be deemed to be, competitive with any business carried on by Toll Brothers, Inc. and its subsidiaries; (ii) solicited, induced or attempted to induce, in connection with any business competitive with that of Toll Brothers, Inc. and its subsidiaries, |
2
any customers or employees of Toll Brothers, Inc. and its subsidiaries to curtail or discontinue their relationship with Toll Brothers, Inc. and its subsidiaries; or (iii) disclosed, communicated or misused, to the detriment or injury of Toll Brothers, Inc. and its subsidiaries, any confidential and proprietary information relating to the business and operations of Toll Brothers, Inc. and its subsidiaries to any person or entity not associated with Toll Brothers, Inc. and its subsidiaries. | ||
1.11 | DEFERRAL ELECTION FORM means the form or forms on which a Participant elects to defer Compensation hereunder and on which the Participant makes certain other designations as required thereon. | |
1.12 | DESIGNATION DATE means the date or dates as of which a designation of deemed investment directions by an individual pursuant to Section 4.5, or any change in a prior designation of deemed investment directions by an individual pursuant to Section 4.5, shall become effective. The Designation Dates in any Plan Year shall only be the first day of any calendar month as designated by the Plan Committee. | |
1.13 | EFFECTIVE DATE means the effective date of the Plan, which shall be November 15, 2001. | |
1.14 | ELIGIBLE EMPLOYEE means, for any Plan Year (or applicable portion thereof), a person employed by the Employer where compensation is paid on a United States payroll, who is determined by the Plan Committee in its sole discretion to be a member of a select group of management or highly compensated employees eligible to participate in the Plan. By each November 1, the Plan Committee shall notify those individuals, if any, who will be Eligible Employees for the next Plan Year. If the Plan Committee determines that an individual first becomes an Eligible Employee during a Plan Year, the Plan Committee shall notify such individual of its determination and of the date during the Plan Year on which the individual shall first become an Eligible Employee. | |
1.15 | EMPLOYER means Toll Bros., Inc., a Pennsylvania corporation, and its successors and assigns unless otherwise herein provided, or any other corporation or business organization which, with the consent of Toll Bros., Inc., or its successors or assigns, assumes the Employers obligations hereunder, and any other corporation or business organization which agrees, with the consent of Toll Bros., Inc., to become a party to the Plan. | |
1.16 | EMPLOYER CONTRIBUTION CREDIT ACCOUNT is defined in Section 3.2. | |
1.17 | EMPLOYER CONTRIBUTION CREDITS is defined in Section 3.2. | |
1.18 | ENTRY DATE with respect to an individual means 30 days following the date on which the individual first becomes an Eligible Employee. | |
1.19 | FORM AND TIMING OF PAYMENT ELECTION FORM means the form or forms on which a Participant elects the form and timing of the Participants Plan benefit. |
3
1.20 | PARTICIPANT means any person so designated in accordance with the provisions of Article 2, including, where appropriate according to the context of the Plan, any former employee who is or may become eligible to receive a benefit under the Plan. | |
1.21 | PLAN means this Toll Bros., Inc. Nonqualified Deferred Compensation Plan set forth herein, as amended from time to time. | |
1.22 | PLAN COMMITTEE refers to the officers and employees of the Employer appointed by the Board to administer the Plan on behalf of the Employer. | |
1.23 | PLAN YEAR means the twelve (12) month period ending on December 31 of each year during which the Plan is in effect. | |
1.24 | RETIREMENT AGE with respect to any Participant means the date on which the Participants equals or exceeds 61. | |
1.25 | TOTAL AND PERMANENT DISABILITY means the classification of a Participant as disabled pursuant to the group long term disability plan maintained by the Employer, or a successor to such plan (or, if there is no such plan, as reasonably determined by the Employer). | |
1.26 | TRUST means the Trust described in Article 11. | |
1.27 | TRUSTEE means the trustee of the Trust described in Article 11. | |
1.28 | VALUATION DATE means the last day of each Plan Year; the date of distribution; or any other date that the Plan Committee, in its sole discretion, designates as a Valuation Date. |
2.1 | REQUIREMENTS. Every Eligible Employee on the Effective Date shall be eligible to become a Participant on the Effective Date. Every other Eligible Employee shall be eligible to become a Participant on the first Entry Date occurring on or after the date on which he or she becomes an Eligible Employee. No individual shall become a Participant, however, if he or she is not an Eligible Employee on the date his or her participation is to begin. | |
Participation in the Compensation Deferral portion of the Plan is voluntary. In order to participate in that portion of the Plan, an otherwise Eligible Employee must make written application in such manner as may be required by Section 3.1 and by the Employer and must agree to make Compensation Deferrals as provided in Article 3. | ||
Participation in the Employer Contribution Credit Account portion of the Plan is automatic. |
4
2.2 | RE-EMPLOYMENT. If a Participant whose employment with the Employer is terminated is subsequently re-employed, he or she shall become a Participant in accordance with the provisions of Section 2.1. | |
2.3 | CHANGE OF EMPLOYMENT CATEGORY. During any period in which a Participant remains in the employ of the Employer but ceases to be an Eligible Employee, he or she shall not be eligible to make Compensation Deferrals or to receive Employer Contribution Credits hereunder. |
3.1 | PARTICIPANT CONTRIBUTIONS AND CREDITS. |
a) | COMPENSATION DEFERRALS. In accordance with rules established by the Employer, a Participant may elect to defer Compensation which is due to be earned and which would otherwise be paid to the Participant, as a percentage of Compensation or in any fixed periodic dollar amounts designated by the Participant. Amounts so deferred will be considered a Participants Compensation Deferrals. A Participant shall make such an election with respect to the coming twelve (12) month period during the period beginning on January 1 and ending on December 31 of each Plan Year following the initial Plan Year (or during such other period as may be established by the Plan Committee) by completing and delivering to the Plan Committee a Deferral Election Form in a form prescribed by the Plan Committee. Should a Participant become newly eligible during a Plan Year, their election will apply from the date of participation to the next December 31. | ||
Compensation Deferrals shall be made through regular payroll deductions or through an election by the Participant to defer the payment of a bonus, sales bonus compensation or profit sharing distribution not yet payable to him or her at the time of the election, which election shall be set forth on such Participants Deferral Election Form. Compensation deferrals will be limited to the extent necessary to satisfy applicable tax withholding or benefit plan contribution requirements. The participant may make an irrevocable election during the Plan Year to cease contributions to the Plan with written notice given to the Committee. The Participant will then be ineligible to return to the Plan until the next Plan Year. The Participant may change his or her regular payroll deduction Compensation Deferral amount as of, and by written notice delivered to the Plan Committee during the periods described in the preceding paragraph, with such change being first effective for Compensation to be earned following the next December 31. | |||
Once made, a Compensation Deferral Election Form with respect to a payroll deduction election shall continue in force indefinitely, until changed as provided above. A Deferral Election Form with respect to deferrals of bonuses, sales bonus compensation, profit sharing distribution proceeds, or other compensation payments shall continue in force only for the Plan Year for which the Deferral Election Form is first effective. Compensation Deferrals shall be deducted by the Employer from the pay of a deferring |
5
Participant and shall be credited to the Compensation Deferral Account of the deferring Participant. | |||
b) | PARTICIPANT COMPENSATION DEFERRAL ACCOUNT. There shall be established and maintained by the Employer a separate Compensation Deferral Account in the name of each Participant to which shall be credited or debited, as applicable: (a) amounts equal to the Participants Compensation Deferrals; (b) amounts equal to any deemed earnings and/or losses (to the extent realized, based upon deemed fair market value of the Compensation Deferral; and (c) any withdrawals or distributions therefrom. A Participant shall at all times be 100% vested in amounts credited to his or her Compensation Deferral Account. | ||
c) | COMPLIANCE WITH CODE SECTION 409A. Notwithstanding anything to the contrary in this Section 3.1, any election by a Participant to defer base compensation shall become effective with respect to base compensation that is payable for services performed during a Plan Year only if such election is filed prior to such deadline as is established by the Plan Committee for such deferral elections, which in all cases shall be no later than December 31 of the prior Plan Year, and any such deferral election shall become irrevocable as of such deadline and may not thereafter be modified until December 31 of the Plan Year following the Plan Year in which such election became irrevocable. Any election by a Participant to defer an annual bonus that is determined by reference to the Employers fiscal year shall be effective only if such election is filed prior to such deadline as is established by the Plan Committee for such deferral elections, which in all cases shall be no later than October 31 of the Employers prior fiscal year, and any such deferral election shall become irrevocable as of such deadline and may not thereafter be modified until October 31 of the Employers fiscal year following the fiscal year in which such election became irrevocable. Except as otherwise provided in this Plan or in the Participants Deferral Election Form, a Participants election to defer Compensation shall remain in effect from one Plan Year to the next, unless otherwise changed by the Participant. The provisions of this Section 3.1(c) are intended to be consistent with the requirements of Treasury Regulation Section 1.409A-2(a). In addition, and notwithstanding any other provisions of this Section 3.1, at the discretion of the Plan Committee, an Eligible Employee may elect to defer Compensation within 30 days after the date the Eligible Employee first becomes eligible to participate in the Plan; provided, however, that any such election shall only be effective with respect to Compensation paid for services to be performed after such 30 day period, consistent with the requirements of Treasury Regulation Section 1.409A-2(a)(7).. |
3.2 | EMPLOYER CONTRIBUTION CREDITS. Apart from Compensation Deferral Contributions, the Employer shall retain the right to make discretionary contributions for any Participant under this Plan. If applicable, there shall be established and maintained a separate Employer Contribution Credit Account in the name of each Participant which shall be credited or debited, as applicable, (a) amounts equal to the Employers Contribution Credits; and (b) any deemed earnings and/or losses (as determined by the Employer, in its discretion) allocated to the Employer Contribution Credit Account. The Participants Employer Contribution Credits for a Plan Year, if any, shall be determined by the Employers Board of |
6
Directors in its sole discretion. The Employer shall credit such Contributions on behalf of such individuals, in such amounts and with such frequency, as the Board determines in its sole discretion. A Participant shall become vested in amounts (if any) credited to his or her Employer Contribution Credit Account according to any vesting schedule(s) adopted by the Employers Board of Directors, in its sole discretion, provided, however, that a Participant shall become fully vested in amounts (if any) credited to his or her Employer Contribution Credit Account upon the occurrence during the Participants employment with the Employer of: (i) the Participants death or Total and Permanent Disability or (ii) a Change in Control of the Employer. | ||
3.3 | CONTRIBUTIONS TO THE TRUST. An amount may be contributed, if and when applicable, by the Employer to the Trust maintained under Section 11 equal to the amount(s) required to be credited to the Participants Account under Section 3.1 and 3.2. The Employer shall make a good faith effort to contribute these amounts to the Trust as soon as practicable following the date on which the contribution credit amount(s) are determined. |
4.1 | ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS. Subject to such limitations as may from time to time be required by law, imposed by the Employer or the Trustee or contained elsewhere in the Plan (including Section 4.6), and subject to such operating rules and procedures as may be imposed from time to time by the Employer, prior to the date on which a direction will become effective, the Participant shall have the right to direct the Employer as to how amounts in his or her Account shall be deemed to be invested. The Employer shall direct the Trustee to invest the account maintained in the Trust on behalf of the Participant pursuant to the deemed investment directions the Employer has properly received from the Participant. | |
The value of the Participants Account shall be equal to the value of the account maintained under the Trust on behalf of the Participant. As of each Valuation Date of the Trust, the Participants Account will be credited or debited to reflect the Participants deemed investments of the Trust. The Participants Account will be credited or debited with the increase or decrease in the realizable net asset value or credited interest, as applicable, of the designated deemed investments, as follows: As of each Valuation Date, an amount equal to the net increase or decrease in realizable net asset value or credited interest, as applicable (as determined by the Trustee), of each deemed investment option within the Account since the preceding Valuation Date shall be allocated among all Participants Accounts deemed to be invested in that investment option in accordance with the ratio which the portion of the Account of each Participant which is deemed to be invested within that investment option, determined as provided herein, bears to the aggregate of all amounts deemed to be invested within that investment option. | ||
4.2 | ACCOUNTING FOR DISTRIBUTIONS. As of the date of any distribution hereunder, the distribution made hereunder to the Participant or his or her Beneficiary or Beneficiaries shall be charged to such Participants Account. |
7
4.3 | SEPARATE ACCOUNTS. A separate bookkeeping account under the Plan shall be established and maintained by the Employer to reflect the Account for each Participant with bookkeeping sub-accounts to show separately the Participants Compensation Deferral and the Participants Employer Contribution Credit Account. Each sub-account will separately account for the credits and debits described in Article 3 and Section 4.2. | |
4.4 | DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS. Subject to such limitations as may from time to time be required by law, imposed by the Employer or the Trustee or contained elsewhere in the Plan (including Section 4.5), and subject to such operating rules and procedures as may be imposed from time to time by the Employer prior to and effective for each Designation Date, each Participant may communicate to the Employer a direction (in accordance with (a), below) as to how his or her Plan Accounts should be deemed to be invested among such categories of deemed investments as may be made available by the Employer hereunder. Such direction shall designate the percentage (in any whole percent multiples) of each portion of the Participants Plan Accounts which is requested to be deemed to be invested in such categories of deemed investments, and shall be subject to the following rules: |
a) | Any initial or subsequent deemed investment direction shall be in writing, on a form supplied by and filed with the Employer, and/or, as required or permitted by the Employer, shall be by oral designation and/or electronic transmission designation. A designation shall be effective as of the Designation Date next following the date the direction is received and accepted by the Employer on which it would be reasonably practicable for the Employer to effect the designation. | ||
b) | All amounts credited to the Participants Account shall be deemed to be invested in accordance with the then effective deemed investment direction, and as of the Designation Date with respect to any new deemed investment direction, all or a portion of the Participants Account at that date shall be reallocated among the designated deemed investment funds according to the percentages specified in the new deemed investment direction unless and until a subsequent deemed investment direction shall be filed and become effective. An election concerning deemed investment choices shall continue indefinitely as provided in the Participants most recent investment direction form provided by and filed with the Employer. | ||
c) | If the Employer receives an initial or revised deemed investment direction which it deems to be incomplete, unclear or improper, the Participants investment direction then in effect shall remain in effect (or, in the case of a deficiency in an initial deemed investment direction, the Participant shall be deemed to have filed no deemed investment direction) until the next Designation Date, unless the Employer provides for, and permits the application of, corrective action prior thereto. | ||
d) | If the Employer possesses (or is deemed to possess as provided in (c), above) at any time directions as to the deemed investment of less than all of a Participants Account, the Participant shall be deemed to have directed that the undesignated portion of the Account |
8
be deemed to be invested in a money market, fixed income or similar fund made available under the Plan as determined by the Employer in its discretion. | |||
e) | Each Participant hereunder, as a condition to his or her participation hereunder, agrees to hold the Employer and its agents and representatives harmless, for any losses or damages of any kind relating to the investment of the Participants Account hereunder, other than such losses or damages that result directly from gross negligence or intentional malfeasance on the part of the Employer or its agents or representatives. | ||
f) | Each reference in this Section to a Participant shall be deemed to include, where applicable, a reference to a Beneficiary. |
4.5 | EXPENSES AND TAXES. Expenses associated with the administration or operation of the Plan including Trustee fees, shall be paid by the Employer from its general assets. Any taxes allocable to an Account (or portion thereof) maintained under the Plan which are payable prior to the distribution of the Account (or portion thereof), as determined by the Employer, shall be paid by the Employer. |
5.1 | FIXED PAYMENT DATES; TERMINATION OF EMPLOYMENT. On his or her Form and Timing of Payment Election Form, a Participant shall select the manner of payment (as described in Section 6.2(b)) and shall select a fixed payment date for the payment or commencement of payment of his or her Account (or the Participant may select fixed payment dates for the payment or commencement of payment of portions of his or her Account), which will be valued and payable according to the provisions of Article 6. Such payment dates may be extended to later dates so long as elections to so extend the payment dates are made by the Participant at least six (6) months prior to the date on which the distribution is scheduled to be made or commence. Such payment dates may not be accelerated, except as provided in Section 5.2. A Participant may elect on his or her Form and Timing of Payment Election an election each year they are eligible to participate. | |
A Participant who selects payment or commencement of payment of his or her Account (or portions thereof) on a fixed date or dates shall receive payment of his or her Account at the earlier of such fixed payment date or dates (as extended, if applicable) or his or her termination of employment with the Employer. | ||
If a Participants employment with the Employer is terminated for any reason (other than by reason of Total and Permanent Disability) prior to attainment of Retirement Age or if a Participant does not make an election as provided above for any particular amounts hereunder, and the Participant terminates employment with the Employer for any reason, the Participants Account at the date of such termination shall be valued and payable at or commencing at such termination according to the provisions of Article 6. |
9
Notwithstanding anything herein to the contrary, any election by a Participant regarding the time and manner of payment of any 409A Benefit must be made at the same time as the deferral election to which such 409A Benefit is attributable (or at such later time as may be permitted by the Plan Committee, consistent with applicable IRS guidance regarding compliance with Code Section 409A). | ||
5.2 | IMMEDIATE DISTRIBUTION ELECTION; TEN PERCENT PENALTY. In addition to a Participants option to have payment or commencement of payment of his or her Account occur on the fixed payment date or on the Participants termination of employment as described in Section 5.1, a Participant may elect to have his or her Account (or a portion thereof) paid or commence to be paid as soon as possible upon his or her election. For purposes of this Section, the value of the Participants Account shall be determined as of the date of the distribution. Any amount paid pursuant to this Section shall be subject to a ten percent (10%) penalty, with the amount of the penalty permanently forfeited from the Participants Account and returned to the Employer on or about the date of the distribution. In addition, the Participant will be ineligible to participant in any manner in the Plan for a period not less than the balance of the Plan Year within which the distribution is made and the subsequent Plan Year. | |
Any Participant wishing to elect an immediate distribution pursuant to this Section must complete an Immediate Distribution Election Form. The distribution shall occur or commence as soon as is administratively feasible following the Employers receipt and approval of the Immediate Distribution Election Form. | ||
Notwithstanding anything to the contrary in this Section 5.2, no distribution of any 409A Benefit shall be permitted pursuant to this Section 5.2. | ||
5.3 | HARDSHIP DISTRIBUTIONS. In the event of financial hardship of the Participant, as hereinafter defined, the Participant may apply to the Employer for the distribution of all or any part of his or her Account, without penalty. The Employer shall consider the circumstances of each such case, and the best interests of the Participant and his or her family, and shall have the right, in its sole discretion, if applicable, to allow such distribution, or, if applicable, to direct a distribution of part of the amount requested, or to refuse to allow any distribution. Upon a finding of financial hardship, the Employer shall direct the appropriate distribution to the Participant from amounts held by the Trust in respect of the Participants vested account. In no event shall the aggregate amount of the distribution exceed either the full value of the Participants vested account or the amount determined by the Employer to be necessary to alleviate the Participants financial hardship (which financial hardship may be considered to include any taxes due as a result of the distribution occurring because of this Section), and which is not reasonably available from other resources of the Participant. For purposes of this Section, the value of the Participants Account shall be determined as of the date of the distribution. Financial hardship means (a) a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Code Section 152(a)) of the Participant, (b) loss of the Participants property due to casualty, or (c) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the |
10
control of the Participant, each as determined to exist by the Employer. A distribution may be made under this Section only with the consent of the Employer. | ||
Notwithstanding anything to the contrary in this Section 5.3, no distribution of any 409A Benefit shall be permitted pursuant to this Section 5.3, except to the extent that it is determined that the financial hardship of a Participant also qualifies as an unforeseeable emergency as that term is used for purposes of Code Section 409A(a)(2)(B)(ii), and Treasury Regulation Section 1.409A-3(i)(3). | ||
5.4 | RE-EMPLOYMENT OF RECIPIENT. If a Participant receiving installment distributions pursuant to Section 6.2 is re-employed by the Employer, the remaining distributions due to the Participant shall be suspended until such time as the Participant (or his or her Beneficiary) once again becomes eligible for benefits under Section 5.1 or 5.2, at which time such distribution shall commence, subject to the limitations and conditions contained in the Plan. | |
5.5 | REDEFERRALS. In the event a Participant desires to extend a previously elected payment date that is applicable to the Participants 409A Benefit to a subsequent date, such election shall be permitted only if the election to make such modification to such elected payment date is filed at least 12 months prior to the date the distribution would have been paid (or the date the first distribution would have been paid out of a series of distributions), and such modification results in a deferral of payment (or distribution commencement) for at least five years. For these purposes, a distribution of benefits in a series of installments shall be treated, consistent with applicable guidance issued pursuant to Code Section 409A, as a single payment distributed as of the date such series of payments is to commence. |
6.1 | AMOUNT. A Participant (or his or her Beneficiary) shall become entitled to receive, within ninety (90) days following the earlier of the Participants termination of employment with the Employer or the date or dates selected by the Participant on his or her Form and Timing of Payment Election Form, with the Committees consent (or, if no such selection is made, on or about the date of the Participants termination of employment with the Employer), a distribution in an aggregate amount equal to the Participants vested Account. A Participant may alternatively elect to receive an immediate distribution, subject to a ten percent (10%) penalty, of all or a portion of his or her Account pursuant to Section 5.2. Any payment due hereunder from the Trust, which is not paid by the Trust for any reason, will be paid by the Employer from its general assets. Notwithstanding the foregoing, to the extent payment of a Participants 409A Benefit cannot be paid upon termination of employment without violating Code Section 409A, payment of such 409A Benefit shall be deferred as required, either by reason of the provisions of Section 6.6, below, or if required in connection with the Participants election to elect a new payment date pursuant to Section 5.5, above. |
11
6.2 | METHOD OF PAYMENT. |
a) | PAYMENTS. Payments under the Plan shall be made in cash as elected by the Participant and as permitted by the Employer and the Trustee in their sole and absolute discretion subject, however, to Section 12.4 and any other applicable restrictions on transfer as may be applicable legally or contractually. | ||
b) | TIMING AND MANNER OF PAYMENT. Except as otherwise provided herein, in the case of distributions to a Participant or his or her Beneficiary by virtue of an entitlement pursuant to Sections 5.1 or 5.2, an aggregate amount equal to the Participants vested Account will be paid by the Trust or the Employer, as provided in Section 6.1, in a lump sum or in bi-weekly, monthly, quarterly or annual substantially equal installments for a period not to exceed ten (10) years (adjusted for gains and losses), as selected by the Participant as provided in Article 5. If a Participant fails to designate properly the manner of payment of the Participants benefit under the Plan, such payment will be in a lump sum. | ||
If the whole or any part of a payment hereunder is to be in installments, the balance of the Participants Account not yet distributed shall continue to be deemed to be invested pursuant to Sections 4.1 and 4.5 under such procedures as the Employer may establish, in which case any deemed income, gain, loss or expense or tax allocable thereto (as determined by the Trustee, in its discretion) shall be reflected in the installment payments in such equitable manner as the Trustee shall determine. | |||
Notwithstanding the preceding, if at any time up to twenty- four (24) months following the Participants termination of employment with the Employer the Participant enters in Competition with Toll Brothers, Inc. and/or its subsidiaries, the Employer may accelerate the payment of the Participants benefits hereunder. | |||
c) | COMPLIANCE WITH CODE SECTION 409A. Notwithstanding anything to the contrary in this Section 6.2, no distribution of any 409A Benefit shall be made at a time or in a manner that is not consistent with a valid election in effect at the time the deferral to which such 409A Benefit is attributable was made (or at such later time as may be permitted by the Plan Committee, consistent with applicable IRS guidance regarding compliance with Code Section 409A), or pursuant to a valid modification of the time and manner of distribution as permitted under Section 5.1. |
6.3 | DEATH BENEFITS. If a Participant dies before terminating his or her employment with the Employer and before the commencement of payments to the Participant hereunder, the entire value of the Participants Account shall be paid, within ninety (90) days following the Participants death, in a lump sum, to the person or persons designated in accordance with Section 7.1. Upon the death of a Participant after payments hereunder have begun but before he or she has received all payments to which he or she is entitled under the Plan, the remaining benefit payments shall be paid to the person or persons designated in accordance with Section 7.1, in the time and manner in which such benefits were otherwise to be payable |
12
to the Participant, or the Beneficiary may make an irrevocable election to receive the remaining balance in a lump sum. | ||
Notwithstanding the foregoing provisions of this Section 6.3, no election to modify the manner of payment of any 409A Benefit under this Section 6.3 shall be permitted except to the extent such election is made at the time the deferral to which such 409A Benefit is attributable was made, or at such later time as may be permitted by the Plan Committee, consistent with applicable IRS guidance regarding compliance with Code Section 409A. | ||
6.4 | DISABILITY BENEFITS. If a Participant experiences a Total and Permanent Disability before terminating his or her employment with the Employer and before the commencement of payments to the Participant hereunder, the Participant shall become fully vested in his or her Account, and shall become entitled to receive (or to commence receiving) the entire balance of his or her Account in a single lump sum payment on the thirtieth (30th) day following the Total and Permanent Disability (or as soon thereafter as is administratively feasible). Notwithstanding the preceding, the Participant may irrevocably elect, prior to the end of such thirty (30) day period, to waive his or her right to a single lump sum payment and instead to receive his or her Account in installments as provided hereunder or pursuant to an alternative payment schedule offer by the Employer, including a schedule which takes into account the payments the Participant receives under the group long term disability plan maintained by the Employer. If such waiver election is timely made, the Participant shall receive his or her entire Account balance at the time and in the manner designated by the Participant on the form supplied by the Employer on which such waiver election is made. | |
Notwithstanding the foregoing provisions of this Section 6.4, no election to modify the manner of payment of any 409A Benefit under this Section 6.4 shall be permitted except to the extent such election is made at the time the deferral to which such 409A Benefit is attributable was made, or at such later time as may be permitted by the Plan Committee, consistent with applicable IRS guidance regarding compliance with Code Section 409A. In addition, no distribution of any 409A Benefit shall be made by reason of a Participants Total and Permanent Disability under this Section 6.4 unless such Participants condition also qualifies as disabled as that term is defined in Code Section 409A(a)(2)(C) and Treasury Regulation Section 1.409A-3(i)(4). | ||
6.5 | CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, upon a Change in Control of Toll Brothers, Inc., each Participant shall become fully vested in his of her Account, and shall become entitled to receive the entire balance of his of her Account in a single lump sum payment on the thirtieth (30th) day following the Change in Control (or as soon as administratively feasible). Notwithstanding the preceding, the Participant may irrevocably elect, prior to the end of such thirty (30) day period, to waive his or her right to receive such a Change in Control distribution. If such waiver election is timely made, the Participant shall receive his or her entire Account balance at the time designated in the most recent Participant Enrollment and Election Form received by the Committee from the Participant, or, if no election as to timing of Account distribution has been made on the Participants Enrollment and Election Form, at the time the Participant terminates employment with the Employer. |
13
Notwithstanding the foregoing provisions of this Section 6.5, each Participants 409A Benefit shall be distributed on the thirtieth (30th) day following the Change in Control (or as soon as administratively feasible) but only if the event that constitutes a Change in Control also qualifies as a change in the ownership or effective control of the corporation as that phrase is used for purposes of Code Section 409A, and then only to the extent and in the manner permissible under Code Section 409A(a)(2)(A)(v), and applicable regulations promulgated thereunder. In addition, no Participant shall be permitted at the time of a Change in Control to waive or defer receipt of his or her 409A Benefit distributable by reason of such Change in Control. Waiver of a right to receive the Change in Control distribution of a Participants 409A may, however, be permitted if such waiver is made at the time the deferral to which such 409A Benefit is attributable was made, or at such later time as may be permitted by the Plan Committee, consistent with applicable IRS guidance regarding compliance with Code Section 409A. | ||
6.6 | SPECIAL DEFERRAL OF DISTRIBUTIONS TO SPECIFIED EMPLOYEES. Distribution of any 409A Benefit made on account of a Participants termination of employment that would be paid prior to the date that is six months after such Participants termination of employment, shall be deferred and paid out as soon as practicable following the six month anniversary of such Participants termination of employment; provided, however, that this Section 6.6 shall only be applicable to a Participant who is a specified employee, as that term is defined in Code Section 409A(a)(2)(B)(i) and Treasury Regulation Section 1.409A-1(i)). To the extent any payment of benefits to a Participant is delayed by reason of this Section 6.6, such Participants Compensation Deferral Account shall continue to be credited with deemed investment returns, earning, gains and losses in the same manner as Compensation Deferral Accounts are credited for Participants who have not terminated employment with the Employer. |
7.1 | DESIGNATION OF BENEFICIARIES. Each Participant from time to time may designate any person or persons (who may be named contingently or successively) to receive such benefits as may be payable under the Plan upon or after the Participants death, and such designation may be changed from time to time by the Participant by filing a new designation. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Employer, and will be effective only when filed in writing with the Employer during the Participants lifetime. | |
In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living Beneficiary validly named by the Participant, the Employer shall pay any such benefit payment to the Participants spouse, if then living, but otherwise to the Participants estate. In determining the existence or identity of anyone entitled to a benefit payment, the Employer may rely conclusively upon information supplied by the Participants personal representative, executor or administrator. If a question arises as to the existence or identity of anyone entitled to receive a benefit payment as aforesaid, or if |
14
a dispute arises with respect to any such payment, then, notwithstanding the foregoing, the Employer, in its sole discretion, may distribute such payment to the Participants estate without liability for any tax or other consequences which might flow therefrom, or may take such other action as the Employer deems to be appropriate. | ||
7.2 | INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES; INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES. Any communication, statement or notice addressed to a Participant or to a Beneficiary at his or her last post office address as shown on the Employers records shall be binding on the Participant or Beneficiary for all purposes of the Plan. The Employer shall not be obliged to search for any Participant or Beneficiary beyond the sending of a registered letter to such last known address. If the Employer notifies any Participant or Beneficiary that he or she is entitled to an amount under the Plan and the Participant or Beneficiary fails to claim such amount or make his or her location known to the Employer within three (3) years thereafter, then, except as otherwise required by law, the Employer may direct distribution of such amount to the Participants estate. If the location of none of the foregoing persons can be determined, the Employer shall have the right to direct that the amount payable shall be deemed to be a forfeiture, except that the dollar amount of the forfeiture, unadjusted for deemed gains or losses in the interim, shall be paid by the Employer if a claim for the benefit subsequently is made by the Participant or the Beneficiary to whom it was payable. If a benefit payable to an unlocated Participant or Beneficiary is subject to escheat pursuant to applicable state law, the Employer shall not be liable to any person for any payment made in accordance with such law. |
8.1 | PLAN COMMITTEE. Notwithstanding any other provision of the Plan document, any member of the Plan Committee or any other officer or employee of the Employer who exercises discretion or authority on behalf of the Employer shall not be a fiduciary of the Plan merely by virtue of his or her exercise of such discretion or authority. The Board shall identify the Employers officers and employees who shall serve as members of the Plan Committee. Because this Plan is a top hat arrangement, the Plan Committee shall not be subject to the duties imposed by the provisions of Part 4 of Title I of ERISA. | |
8.2 | ADMINISTRATIVE AUTHORITY. Except as otherwise specifically provided herein, the Plan Committee shall have the sole responsibility for and the sole discretion over the operation and administration of the Plan, and shall have the power and authority to take all action and to make all decisions and interpretations which may be necessary or appropriate in order to administer and operate the Plan, including, without limiting the generality of the foregoing, the power, duty, discretion and responsibility to: |
a) | Resolve and determine all disputes or questions arising under the Plan, and to remedy any ambiguities, inconsistencies or omissions in the Plan. |
15
b) | Adopt such rules of procedure and regulations as in its opinion may be necessary for the proper and efficient administration of the Plan and as are consistent with the Plan. | ||
c) | Implement the Plan in accordance with its terms and the rules and regulations adopted as described above. | ||
d) | Make determinations with respect to the eligibility of any Eligible Employee to be or continue as a Participant and make determinations concerning the crediting of Accounts. | ||
e) | Appoint any persons or firms, or otherwise act to secure specialized advice or assistance, as it deems necessary or desirable in connection with the administration and operation of the Plan, and the Employer shall be entitled to rely conclusively upon, and shall be fully protected in any action or omission taken by it in good faith reliance upon, the advice or opinion of such firms or persons. The Employer shall have the power and authority to delegate from time to time by written instrument all or any part of its duties, powers or responsibilities under the Plan, both ministerial and discretionary, as it deems appropriate, to any person or committee, and in the same manner to revoke any such delegation of duties, powers or responsibilities. Any action of such person or committee in the exercise of such delegated duties, powers or responsibilities shall have the same force and effect for all purposes hereunder as if such action had been taken by the Employer. Further, the Employer may authorize one or more persons to execute any certificate or document on behalf of the Employer, in which event any person notified by the Employer of such authorization shall be entitled to accept and conclusively rely upon any such certificate or document executed by such person as representing action by the Employer until such notified person shall have been notified of the revocation of such authority. |
8.3 | UNIFORMITY OF DISCRETIONARY ACTS. Whenever in the administration or operation of the Plan discretionary actions by the Employer are required or permitted, such actions shall be consistently and uniformly applied to all persons similarly situated, and no such action shall be taken which shall discriminate in favor of any particular person or group of persons. | |
8.4 | LITIGATION. Except as may be otherwise required by law, in any action or judicial proceeding affecting the Plan, no Participant or Beneficiary shall be entitled to any notice or service of process, and any final judgment entered in such action shall be binding on all persons interested in, or claiming under, the Plan. | |
8.5 | CLAIMS PROCEDURE. Any person claiming a benefit under the Plan (a Claimant) shall present the claim, in writing, to the Employer, and the Employer shall respond in writing. If the claim is denied, the written notice of denial shall state, in a manner calculated to be understood by the Claimant: |
a) | The specific reason or reasons for the denial, with specific references to the Plan provisions on which the denial is based; |
16
b) | A description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation of why such material or information is necessary; and | ||
c) | An explanation of the Plans claims review procedure. |
The written notice denying or granting the Claimants claim shall be provided to the Claimant within ninety (90) days after the Employers receipt of the claim, unless special circumstances require an extension of time for processing the claim. If such an extension is required, written notice of the extension shall be furnished by the Employer to the Claimant within the initial ninety (90) day period and in no event shall such an extension exceed a period of ninety (90) days from the end of the initial ninety (90) day period. Any extension notice shall indicate the special circumstances requiring the extension and the date on which the Employer expects to render a decision on the claim. Any claim not granted or denied within the period noted above shall be deemed to have been denied. | ||
Any Claimant whose claim is denied, or deemed to have been denied under the preceding sentence (or such Claimants authorized representative), may, within sixty (60) days after the Claimants receipt of notice of the denial, or after the date of the deemed denial, request a review of the denial by notice given, in writing, to the Employer. Upon such a request for review, the claim shall be reviewed by the Employer (or its designated representative) which may, but shall not be required to, grant the Claimant a hearing. In connection with the review, the Claimant may have representation, may examine pertinent documents, and may submit issues and comments in writing. | ||
The decision on review normally shall be made within sixty (60) days of the Employers receipt of the request for review. If an extension of time is required due to special circumstances, the Claimant shall be notified, in writing, by the Employer, and the time limit for the decision on review shall be extended to one hundred twenty (120) days. The decision on review shall be in writing and shall state, in a manner calculated to be understood by the Claimant, the specific reasons for the decision and shall include references to the relevant Plan provisions on which the decision is based. The written decision on review shall be given to the Claimant within the sixty (60) day (or, if applicable, the one hundred twenty (120) day) time limit discussed above. If the decision on review is not communicated to the Claimant within the sixty (60) day (or, if applicable, the one hundred twenty (120) day) period discussed above, the claim shall be deemed to have been denied upon review. All decisions on review shall be final and binding with respect to all concerned parties. |
9.1 | RIGHT TO AMEND. The Employer, by action of its Board of Directors, shall have the right to amend the Plan, at any time and with respect to any provisions hereof, and all parties hereto or claiming any interest hereunder shall be bound by such amendment; provided, however, that no such amendment shall deprive a Participant or a Beneficiary of a right accrued hereunder prior to the date of the amendment. |
17
9.2 | AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN. Notwithstanding the provisions of Section 9.1, the Plan may be amended by the Employer, by action of its Board of Directors, at any time, retroactively if required, if found necessary, in the opinion of the Employer, in order to ensure that the Plan is characterized as top-hat plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA Sections 201(2), 301(a)(3), and 401(a)(1), and to conform the Plan to the provisions and requirements of any applicable law (including ERISA and the Code). No such amendment shall be considered prejudicial to any interest of a Participant or a Beneficiary hereunder. |
10.1 | EMPLOYERS RIGHT TO TERMINATE OR SUSPEND PLAN. The Employer reserves the right to terminate the Plan and/or its obligation to make further credits to Plan Accounts, by action of its Board of Directors. The Employer also reserves the right to suspend the operation of the Plan for a fixed or indeterminate period of time, by action of its Board of Directors. | |
10.2 | AUTOMATIC TERMINATION OF PLAN. The Plan automatically shall terminate upon the dissolution of the Employer, or upon its merger into or consolidation with any other corporation or business organization if there is a failure by the surviving corporation or business organization to specifically adopt and agree to continue the Plan. | |
10.3 | SUSPENSION OF DEFERRALS. In the event of a suspension of the Plan, the Employer shall continue all aspects of the Plan, other than Compensation Deferrals, during the period of the suspension, in which event payments hereunder will continue to be made during the period of the suspension in accordance with Articles 5 and 6. | |
10.4 | ALLOCATION AND DISTRIBUTION. This Section shall become operative on a complete termination of the Plan. The provisions of this Section also shall become operative in the event of a partial termination of the Plan, as determined by the Employer, but only with respect to that portion of the Plan attributable to the Participants to whom the partial termination is applicable. Upon the effective date of any such event, notwithstanding any other provisions of the Plan, no persons who were not theretofore Participants shall be eligible to become Participants, the value of the interest of all Participants and Beneficiaries shall be determined and paid to them as soon as is practicable after such termination in a lump sum payment. | |
10.5 | SUCCESSOR TO EMPLOYER. Any corporation or other business organization which is a successor to the Employer by reason of a consolidation, merger or purchase of substantially all of the assets of the Employer shall have the right to become a party to the Plan by adopting the same by resolution of the entitys board of directors or other appropriate governing body. If, within ninety (90) days from the effective date of such consolidation, merger or sale of assets, such new entity does not become a party hereto, as above provided, |
18
the Plan shall be automatically terminated, and the provisions of Section 10.4 shall become operative. |
12.1 | STATUS OF PARTICIPANTS. |
a) | Employees, Participants and Inactive Participants under this Plan shall have the status of general unsecured creditors of the Employer; | ||
b) | This Plan constitutes a promise by the Employer to make benefit payments in the future; | ||
c) | Any trust to which this Plan refers (i.e. any trust created by the Employer and any assets held by the trust to assist the Employer in meeting its obligations under the Plan) shall be based on the terms of the model trust described in Revenue Procedure 92-64; and | ||
d) | It is the intention of the parties that the arrangements under this Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. |
12.2 | LIMITATIONS ON LIABILITY OF EMPLOYER. Neither the establishment of the Plan nor any modification thereof, nor the creation of any account under the Plan, nor the payment of any benefits under the Plan shall be construed as giving to any Participant or other person any legal or equitable right against the Employer, or any officer or employer thereof except as provided by law or by any Plan provision. The Employer does not in any way guarantee any Participants Account from loss or depreciation, whether caused by poor investment performance of a deemed investment or the inability to realize upon an investment due to an insolvency affecting an investment vehicle or any other reason. In no event shall the Employer, or any successor, employee, officer, director or stockholder of the Employer, be liable to any person on account of any claim arising by reason of the provisions of the Plan or of any instrument or instruments implementing its provisions, or for the failure of any Participant, Beneficiary or other person to be entitled to any particular tax consequences with respect to the Plan, or any credit or distribution hereunder. |
19
12.3 | CONSTRUCTION. If any provision of the Plan is held to be illegal or void, such illegality or invalidity shall not affect the remaining provisions of the Plan, but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provision had never been inserted herein. For all purposes of the Plan, where the context admits, the singular shall include the plural, and the plural shall include the singular. Headings of Articles and Sections herein are inserted only for convenience of reference and are not to be considered in the construction of the Plan. The laws of the State of Pennsylvania shall govern, control and determine all questions of law arising with respect to the Plan and the interpretation and validity of its respective provisions, except where those laws are preempted by the laws of the United States. Participation under the Plan will not alter the Participants status as an (at will) employee nor give any Participant the right to be retained in the service of the Employer nor any right or claim to any benefit under the Plan unless such right or claim has specifically accrued hereunder. | |
The Plan is intended to be and at all times shall be interpreted and administered so as to qualify as an unfunded deferred compensation plan, and no provision of the Plan shall be interpreted so as to give any individual any right in any assets of the Employer which right is greater than the rights of a general unsecured creditor of the Employer. | ||
12.4 | SPENDTHRIFT PROVISION/QUALIFIED DOMESTIC RELATIONS ORDER. |
a) | Except as set forth in subsection (b), no amount payable to a Participant or a Beneficiary under the Plan will, except as otherwise specifically provided by law, be subject in any manner to anticipation, alienation, attachment, garnishment, sale, transfer, assignment (either at law or in equity), levy, execution, pledge, encumbrance, charge or any other legal or equitable process, and any attempt to do so will be void; nor will any benefit be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of the person entitled thereto. Further, (i) the withholding of taxes from Plan benefit payments, (ii) the recovery under the Plan of overpayments of benefits previously made to a Participant or Beneficiary, (iii) if applicable, the transfer of benefit rights from the Plan to another plan, or (iv) the direct deposit of benefit payments to an account in a banking institution (if not actually part of an arrangement constituting an assignment or alienation) shall not be construed as an assignment or alienation. In the event that any Participants or Beneficiarys benefits hereunder are garnished or attached by order of any court, the Employer or Trustee may bring an action or a declaratory judgment in a court of competent jurisdiction to determine the proper recipient of the benefits to be paid under the Plan. During the pendency of said action, any benefits that become payable shall be held as credits to the Participants or Beneficiarys Account or, if the Employer or Trustee prefers, paid into the court as they become payable, to be distributed by the court to the recipient as the court deems proper at the close of said action. | ||
b) | Subsection (a) shall not apply to the creation, assignment or recognition of a right of an alternate payee, as defined in ERISA Section 206(d)(3)(K) (the Alternate Payee), to all or any portion of a Participants Account pursuant to a qualified domestic relations order, as defined in ERISA Section 206(d)(3)(B)(i) (a QDRO), and all or such portion |
20
of such Participants Account shall be distributed to such Alternate Payee in accordance with this subsection (b), Article 5 and Article 6 and the terms of such QDRO. Such Alternate Payee shall be treated as a Participant for all purposes of Articles 5 and 6 with respect to the amounts that are to be distributed to such Alternate Payee under the terms of the QDRO. Except as provided in paragraph (b)(iii), below, or under the terms of the QDRO, all or such portion of a Participants Accounts that is to be distributed to the Alternate Payee shall be distributed in accordance with the Participants Form and Timing of Payment Election Form(s) in effect on the date of the creation, assignment or recognition of such Alternate Payees right to all or such portion of such Accounts under the terms of the QDRO. Notwithstanding the foregoing, to the extent provided under the terms of the QDRO: |
i) | The Plan Committee shall establish an Account for the Alternate Payee, to which shall be credited the amounts allocated thereto under the terms of the QDRO. The amounts so credited shall be debited from the Participants Account under the terms of the QDRO. | ||
ii) | The Alternate Payee may make elections regarding the deemed investment of the amounts credited to such Alternate Payees Account in accordance with Section 4.3. | ||
iii) | The Alternate Payee may change the distribution election applicable to the amounts credited to such Alternate Payees Account by filing a Form and Timing of Payment Election Form in accordance with Section 5.1. The Alternate Payees Form and Timing of Payment Election Form, and the manner and timing of payments to the Alternate Payee shall be subject to the requirements and limitations of Section 5.1 and Article 6. | ||
iv) | The Alternate Payee may designate a Beneficiary or Beneficiaries to receive the amount credited to the Alternate Payees Account in the event of the death of the Alternate Payee. Designation or redesignation of a Beneficiary or Beneficiaries must be made in accordance with the procedures set forth in Section 7.1 as if the Alternate Payee was the Participant for all purposes thereunder. |
12.5 | INTENT TO COMPLY WITH CODE SECTION 409A. The Plan, as amended, is intended to comply with Code Section 409A and applicable Treasury Regulations or other guidance as may be issued by the Treasury Department or the Internal Revenue Service interpreting such requirements so as to avoid the imposition of tax on participants under Code Section 409A(a), and shall in all instances be interpreted in a manner consistent with such intent. The provisions of the Plan that relate to Code Section 409A are intended to be applicable only to benefits under the Plan that are attributable to deferrals that are made or that become vested on or after January 1, 2005, and no material modification to the Plan is intended to have been made with respect to deferrals made and vested prior to January 1, 2005 for the express purpose of preserving the status of such benefits as grandfathered, or otherwise exempt from the applicability of Code Section 409A. |
21
Year ended October 31, | 2004 | 2005 | 2006 | 2007 | 2008 | |||||||||||||||
(Loss) earnings:
|
||||||||||||||||||||
(Loss) income before
income taxes
|
$ | 647,432 | $ | 1,323,328 | $ | 1,126,616 | $ | 70,680 | $ | (466,787) | ||||||||||
Interest expense
|
94,324 | 126,221 | 122,473 | 102,652 | 89,300 | |||||||||||||||
Rent expense
|
2,417 | 3,923 | 4,377 | 4,252 | 4,070 | |||||||||||||||
Amortization
|
1,085 | 1,079 | 1,096 | 1,102 | 1,380 | |||||||||||||||
|
||||||||||||||||||||
|
$ | 745,258 | $ | 1,454,551 | $ | 1,254,562 | $ | 178,686 | $ | (372,037 | ) | |||||||||
|
||||||||||||||||||||
Fixed charges:
|
||||||||||||||||||||
Homebuilding
|
||||||||||||||||||||
Interest incurred
|
$ | 113,452 | $ | 115,439 | $ | 141,266 | $ | 136,758 | 116,340 | |||||||||||
Rent expense
|
2,417 | 3,923 | 4,377 | 4,252 | 4,070 | |||||||||||||||
Amortization
|
1,085 | 1,079 | 1,096 | 1,102 | 1,380 | |||||||||||||||
|
||||||||||||||||||||
|
$ | 116,954 | $ | 120,441 | $ | 146,739 | $ | 142,112 | $ | 121,790 | ||||||||||
|
||||||||||||||||||||
Ratio
|
6.37 | 7.78 | 8.55 | 1.26 | (a) | |||||||||||||||
|
(a) | We reported a loss for the twelve-month period ended October 31, 2008 and the ratio of earnings to fixed charges is not calculable. |
1. | 110-112 Third Ave. Realty Corp., a New York corporation. | |
2. | Amwell Chase, Inc., a Delaware corporation. | |
3. | Brentwood Investments I, Inc., a Tennessee corporation. | |
4. | Bunker Hill Estates, Inc., a Delaware corporation. | |
5. | Chesterbrooke, Inc., a Delaware corporation. | |
6. | Connecticut Land Corp., a Delaware corporation. | |
7. | Daylesford Development Corp., a Delaware corporation. | |
8. | ESE Consultants, Inc., a Delaware corporation. | |
9. | ESE of North Carolina, PC, a North Carolina professional corporation. | |
10. | Fairway Valley, Inc., a Delaware corporation. | |
11. | First Brandywine Finance Corp., a Delaware corporation. | |
12. | First Brandywine Investment Corp. II, a Delaware corporation. | |
13. | First Brandywine Investment Corp. III, a Delaware corporation. | |
14. | First Brandywine Investment Corp. IV, a Delaware corporation. | |
15. | First Huntingdon Finance Corp., a Delaware corporation. | |
16. | Franklin Farms G.P., Inc., a Delaware corporation. | |
17. | Frenchmans Reserve Country Club, Inc., a Florida non-profit corporation. | |
18. | Hampton Hall Club, Inc., a South Carolina non-profit corporation. | |
19. | Hampton Pointe Club, Inc., a South Carolina non-profit corporation. | |
20. | HQZ Acquisitions, Inc., a Michigan corporation. | |
21. | Jupiter Country Club, Inc., a Florida non-profit corporation. | |
22. | MA Limited Land Corporation, a Delaware corporation. | |
23. | Maple Point, Inc., a Delaware corporation. | |
24. | Maryland Limited Land Corporation, a Delaware corporation. | |
25. | Mizner Country Club, Inc., a Florida non-profit corporation. | |
26. | Mountain View Country Club, Inc., a California non-profit corporation. | |
27. | Philmont Insurance Company, a Vermont corporation. | |
28. | Polekoff Farm, Inc., a Pennsylvania corporation. | |
29. | SH Homes Corporation, a Michigan corporation. | |
30. | SI Investment Corporation, a Michigan corporation. | |
31. | The Silverman Building Companies, Inc., a Michigan corporation. | |
32. | Springfield Chase, Inc., a Delaware corporation. | |
33. | Stewarts Crossing, Inc., a Delaware corporation. | |
34. | TBI Mortgage Company, a Delaware corporation. | |
35. | TB Proprietary Corp., a Delaware corporation. | |
36. | TB Proprietary LP, Inc., a Delaware corporation | |
37. | Tenby Hunt, Inc., a Delaware corporation. | |
38. | TIS Logistics, Inc., a Pennsylvania corporation. | |
39. | Toll Architecture, Inc., a Delaware corporation. | |
40. | Toll Architecture I, P.A., a Delaware professional corporation. | |
41. | Toll AZ GP Corp., a Delaware corporation. | |
42. | Toll Bay Corp., a Delaware corporation. |
43. | Toll Bay Corp. II, a Delaware corporation. | |
44. | Toll Bros. of Arizona, Inc., an Arizona corporation. | |
45. | Toll Bros. of North Carolina, Inc., a North Carolina corporation. | |
46. | Toll Bros. of North Carolina II, Inc., a North Carolina corporation. | |
47. | Toll Bros. of North Carolina III, Inc., a North Carolina corporation. | |
48. | Toll Bros. of Tennessee, Inc., a Delaware corporation. | |
49. | Toll Bros., Inc., a Delaware corporation. | |
50. | Toll Bros., Inc., a Pennsylvania corporation. | |
51. | Toll Bros., Inc., a Texas corporation. | |
52. | Toll Brothers AZ Construction Company, an Arizona corporation. | |
53. | Toll Brothers Canada USA, Inc., a Delaware corporation. | |
54. | Toll Brothers Finance Corp., a Delaware corporation. | |
55. | Toll Brothers Real Estate, Inc., a Pennsylvania corporation. | |
56. | Toll Buckeye Corp., a Delaware corporation. | |
57. | Toll Buckeye Corp. II, a Delaware corporation. | |
58. | Toll CA GP Corp., a California corporation. | |
59. | Toll Centennial Corp., a Delaware corporation. | |
60. | Toll CO GP Corp., a Colorado corporation. | |
61. | Toll Copper Corp., a Delaware corporation. | |
62. | Toll Copper Corp. II, a Delaware corporation. | |
63. | Toll Corp., a Delaware corporation. | |
64. | Toll Development Company, Inc., a Michigan corporation. | |
65. | Toll Diamond Corp., a Delaware corporation. | |
66. | Toll Diamond Corp. II, a Delaware corporation. | |
67. | Toll Dominion Corp., a Delaware corporation. | |
68. | Toll Dominion Corp. II, a Delaware corporation. | |
69. | Toll Empire Corp., a Delaware corporation. | |
70. | Toll Empire Corp. II, a Delaware corporation. | |
71. | Toll Finance Corp., a Delaware corporation. | |
72. | Toll FL GP Corp., a Florida corporation. | |
73. | Toll FL GP II Corp., a Florida corporation. | |
74. | Toll GA GP Corp., a Georgia corporation. | |
75. | Toll Garden Corp., a Delaware corporation. | |
76. | Toll Garden Corp. II, a Delaware corporation. | |
77. | Toll Golden Corp., a Delaware corporation. | |
78. | Toll Granite Corp., a Delaware corporation. | |
79. | Toll Granite Corp. II, a Delaware corporation. | |
80. | Toll Great Lakes Corp., a Delaware corporation. | |
81. | Toll Great Lakes Corp. II, a Delaware corporation. | |
82. | Toll Holdings, Inc., a Delaware corporation. | |
83. | Toll IL GP Corp., an Illinois corporation. 84. Toll Keystone Corp., a Delaware corporation. | |
85. | Toll Keystone Corp. II, a Delaware corporation. | |
86. | Toll Land Corp. No. 6, a Pennsylvania corporation. | |
87. | Toll Land Corp. No. 10, a Delaware corporation. | |
88. | Toll Land Corp. No. 20, a Delaware corporation. | |
89. | Toll Land Corp. No. 43, a Delaware corporation. | |
90. | Toll Land Corp. No. 45, a Delaware corporation. |
91. | Toll Land Corp. No. 46, a Delaware corporation. | |
92. | Toll Land Corp. No. 47, a Delaware corporation. | |
93. | Toll Land Corp. No. 48, a Delaware corporation. | |
94. | Toll Land Corp. No. 49, a Delaware corporation. | |
95. | Toll Land Corp. No. 50, a Delaware corporation. | |
96. | Toll Land Corp. No. 51, a Delaware corporation. | |
97. | Toll Land Corp. No. 52, a Delaware corporation. | |
98. | Toll Land Corp. No. 53, a Delaware corporation. | |
99. | Toll Land Corp. No. 55, a Delaware corporation. | |
100. | Toll Land Corp. No. 56, a Delaware corporation. | |
101. | Toll Land Corp. No. 58, a Delaware corporation. | |
102. | Toll Land Corp. No. 59, a Delaware corporation. | |
103. | Toll Land Corp. No. 60, a Delaware corporation. | |
104. | Toll Lone Star Corp., a Delaware corporation. | |
105. | Toll Lone Star Corp. II, a Delaware corporation. | |
106. | Toll LTC Successor Corp., a Nevada corporation. | |
107. | Toll Management AZ Corp., a Delaware corporation. | |
108. | Toll Management VA Corp., a Delaware corporation. | |
109. | Toll Manhattan I, Inc., a New York corporation. | |
110. | Toll MD Builder Corp., a Maryland corporation. | |
111. | Toll Mid-Atlantic LP Company, Inc., a Delaware corporation. | |
112. | Toll Mid-Atlantic Note Company, Inc., a Delaware corporation. | |
113. | Toll Midwest LP Company, Inc, a Delaware corporation. | |
114. | Toll Midwest Note Company, Inc., a Delaware corporation. | |
115. | Toll MI GP Corp., a Michigan corporation. | |
116. | Toll MN GP Corp., a Minnesota corporation. | |
117. | Toll NC GP Corp., a North Carolina corporation. | |
118. | Toll NH GP Corp., a New Hampshire corporation. | |
119. | Toll NJ Builder Corp., a New Jersey corporation. | |
120. | Toll NJX-I Corp., a Delaware corporation. | |
121. | Toll NJX-II Corp., a Delaware corporation. | |
122. | Toll NJX III Corp., a Delaware corporation. | |
123. | Toll NJX IV Corp., a Delaware corporation. | |
124. | Toll Northeast LP Company, Inc., a Delaware corporation. | |
125. | Toll Northeast Note Company, Inc., a Delaware corporation. | |
126. | Toll Northeast Services, Inc., a Delaware corporation. | |
127. | Toll Nutmeg Corp., a Delaware corporation. | |
128. | Toll Nutmeg Corp. II, a Delaware corporation. | |
129. | Toll NV GP Corp., a Nevada corporation. | |
130. | Toll OH GP Corp., an Ohio corporation. | |
131. | Toll Old Line Corp., a Delaware corporation. | |
132. | Toll Old Line Corp. II, a Delaware corporation. | |
133. | Toll PA Builder Corp., a Pennsylvania corporation. | |
134. | Toll PA GP Corp., a Pennsylvania corporation. | |
135. | Toll PA II GP Corp., a Pennsylvania corporation. | |
136. | Toll PA III GP Corp., a Pennsylvania corporation. | |
137. | Toll Palmetto Corp., a Delaware corporation. | |
138. | Toll Palmetto Corp. II, a Delaware corporation. |
139. | Toll Peppertree, Inc., a New York corporation. | |
140. | Toll Philmont Corporation, a Delaware corporation. | |
141. | Toll Plantation Corp., a Delaware corporation. | |
142. | Toll Plantation Corp. II, a Delaware corporation. | |
143. | Toll Prairie Corp., a Delaware corporation. | |
144. | Toll Realty Holdings Corp. I, a Delaware corporation. | |
145. | Toll Realty Holdings Corp. II, a Delaware corporation. | |
146. | Toll Realty Holdings Corp. III, a Delaware corporation. | |
147. | Toll RI GP Corp., a Rhode Island corporation. | |
148. | Toll Sagebrush Corp., a Delaware corporation. | |
149. | Toll SC GP Corp., a South Carolina corporation. | |
150. | Toll Southeast LP Company, Inc., a Delaware corporation. | |
151. | Toll Southeast Note Company, Inc., a Delaware corporation. | |
152. | Toll Southwest LP Company, Inc., a Delaware corporation. | |
153. | Toll Southwest Note Company, Inc., a Delaware corporation. | |
154. | Toll Sunshine Corp., a Delaware corporation. | |
155. | Toll Sunshine Corp. II, a Delaware corporation. | |
156. | Toll SW Holding I Corp., a Nevada corporation. | |
157. | Toll Tar Heel Corp., a Delaware corporation. | |
158. | Toll Tar Heel Corp. II, a Delaware corporation. | |
159. | Toll TN GP Corp., a Tennessee corporation. | |
160. | Toll Turf, Inc., a Delaware corporation. | |
161. | Toll TX GP Corp., a Delaware corporation. | |
162. | Toll VA GP Corp., a Delaware corporation. | |
163. | Toll VA Member Two, Inc., a Delaware corporation. | |
164. | Toll WestCoast LP Company, Inc., a Delaware corporation. | |
165. | Toll WestCoast Note Company, Inc., a Delaware corporation. | |
166. | Toll Wood Corporation, a Delaware corporation. | |
167. | Toll WV GP Corp., a West Virginia corporation. | |
168. | Toll YL, Inc., a California corporation. | |
169. | Valley Forge Conservation Holding GP Corp., a Pennsylvania corporation. | |
170. | Warren Chase, Inc., a Delaware corporation. | |
171. | Westminster Abstract Company, a Pennsylvania corporation. | |
172. | Westminster Insurance Agency, Inc., a Pennsylvania corporation. | |
173. | Westminster Security Company, a New Jersey corporation. | |
174. | Westminster Title Company, Inc., a California corporation. | |
175. | Windsor Development Corp., a Pennsylvania corporation. |
1. | 51 N. 8 th Street LP, a New York limited partnership. | |
2. | Advanced Broadband, L.P., a Delaware limited partnership. | |
3. | Afton Chase, L.P., a Pennsylvania limited partnership. | |
4. | Audubon Ridge, L.P., a Pennsylvania limited partnership. | |
5. | Beaumont Chase, L.P., a Pennsylvania limited partnership. | |
6. | Belmont Land, L.P., a Virginia limited partnership. | |
7. | Bernards Chase, L.P., a New Jersey limited partnership. | |
8. | Binks Estates Limited Partnership, a Florida limited partnership. |
9. | The Bird Estate Limited Partnership, a Massachusetts limited partnership. | |
10. | Blue Bell Country Club, L.P., a Pennsylvania limited partnership. | |
11. | Branchburg Ridge, L.P., a New Jersey limited partnership. | |
12. | Brass Castle Estates, L.P., a New Jersey limited partnership. | |
13. | Brentwood Investments, L.P., a Tennessee limited partnership. | |
14. | Bridle Estates, L.P., a Pennsylvania limited partnership. | |
15. | Broad Run Associates, L.P., a Pennsylvania limited partnership. | |
16. | Buckingham Woods, L.P., a Pennsylvania limited partnership. | |
17. | Bucks County Country Club, L.P., a Pennsylvania limited partnership. | |
18. | Calabasas View, L.P., a California limited partnership. | |
19. | CC Estates Limited Partnership, a Massachusetts limited partnership. | |
20. | Charlestown Hills, L.P., a New Jersey limited partnership. | |
21. | Chellis Hill Limited Partnership, a Massachusetts limited partnership. | |
22. | Cheltenham Estates Limited Partnership, a Michigan partnership. | |
23. | Chesterbrooke Limited Partnership, a New Jersey limited partnership. | |
24. | Cobblestones at Thornbury, L.P., a Pennsylvania limited partnership. | |
25. | Cold Spring Hunt, L.P., a Pennsylvania limited partnership. | |
26. | Coleman-Toll Limited Partnership, a Nevada limited partnership. | |
27. | Concord Chase, L.P., a Pennsylvania limited partnership. | |
28. | Cortlandt Chase, L.P., a New York limited partnership. | |
29. | Dolington Estates, L.P., a Pennsylvania limited partnership. | |
30. | Dominion Country Club, L.P., a Virginia limited partnership. | |
31. | Eagle Farm Limited Partnership, a Massachusetts limited partnership. | |
32. | The Estates at Brooke Manor Limited Partnership, a Maryland limited partnership. | |
33. | Estates at Coronado Pointe, L.P., a California limited partnership. | |
34. | Estates at Princeton Junction, L.P., a New Jersey limited partnership. | |
35. | Estates at Rivers Edge, L.P., a Pennsylvania limited partnership. | |
36. | Estates at San Juan Capistrano, L.P., a California limited partnership. | |
37. | The Estates at Summit Chase, L.P., a California limited partnership. | |
38. | Fair Lakes Chase, L.P., a Virginia limited partnership. | |
39. | Fairfax Investment, L.P., a Virginia limited partnership. | |
40. | Fairfax Station Hunt, L.P., a Virginia limited partnership. | |
41. | Fairway Mews Limited Partnership, a New Jersey limited partnership. | |
42. | Farmwell Hunt, L.P., a Virginia limited partnership. | |
43. | First Brandywine Partners, L.P., a Delaware partnership. | |
44. | Franklin Oaks Limited Partnership, a Massachusetts limited partnership. | |
45. | Gibraltar Road LP, a Pennsylvania limited partnership. | |
46. | Great Falls Hunt, L.P., a Virginia limited partnership. | |
47. | Great Falls Woods, L.P., a Virginia limited partnership. | |
48. | Greens at Waynesborough, L.P., a Pennsylvania limited partnership. | |
49. | Greenwich Chase, L.P., a New Jersey limited partnership. | |
50. | Greenwich Station, L.P., a New Jersey limited partnership. | |
51. | Hoboken Land LP, a New Jersey limited partnership. | |
52. | Hockessin Chase, L.P., a Delaware limited partnership. | |
53. | Holland Ridge, L.P., a New Jersey limited partnership. | |
54. | Holliston Hunt Limited Partnership, a Massachusetts limited partnership. | |
55. | Hopewell Hunt, L.P., a New Jersey limited partnership. | |
56. | Huckins Farm Limited Partnership, a Massachusetts limited partnership |
57. | Hunter Mill, L.P., a Virginia limited partnership. | |
58. | Hunterdon Chase, L.P., a New Jersey limited partnership. | |
59. | Hunterdon Ridge, L.P., a New Jersey limited partnership. | |
60. | Huntington Estates Limited Partnership, a Connecticut limited partnership. | |
61. | Hurley Ridge Limited Partnership, a Maryland limited partnership. | |
62. | Kensington Woods Limited Partnership, a Massachusetts limited partnership. | |
63. | Laurel Creek, L.P., a New Jersey limited partnership. | |
64. | Loudoun Valley Associates, L.P., a Virginia limited partnership. | |
65. | Manalapan Hunt, L.P., a New Jersey limited partnership. | |
66. | Mill Road Estates, L.P., a Pennsylvania limited partnership. | |
67. | Montgomery Chase, L.P., a New Jersey limited partnership. | |
68. | Moorestown Hunt, L.P., a New Jersey limited partnership. | |
69. | Mount Kisco Chase, L.P., a New York limited partnership. | |
70. | NC Country Club Estates Limited Partnership, a North Carolina limited partnership. | |
71. | Newport Ridge Limited Partnership, a Michigan limited partnership. | |
72. | Newtown Chase Limited Partnership, a Connecticut limited partnership. | |
73. | Northampton Crest, L.P., a Pennsylvania limited partnership. | |
74. | Northampton Preserve, L.P., a Pennsylvania limited partnership. | |
75. | Patriots, L.P., a New Jersey limited partnership. | |
76. | The Preserve at Annapolis Limited Partnership, a Maryland limited partnership. | |
77. | Preserve at Boca Raton Limited Partnership, a Florida limited partnership. | |
78. | Preston Village Limited Partnership, a North Carolina limited partnership. | |
79. | Princeton Hunt, L.P., a New Jersey limited partnership. | |
80. | Providence Plantation Limited Partnership, a North Carolina limited partnership. | |
81. | Regency at Dominion Valley, L.P., a Virginia limited partnership. | |
82. | River Crossing, L.P., a Pennsylvania limited partnership. | |
83. | Rolling Greens, L.P., a New Jersey limited partnership. | |
84. | Rose Hollow Crossing Associates, a Pennsylvania limited partnership. | |
85. | Seaside Estates Limited Partnership., a Florida limited partnership. | |
86. | Shrewsbury Hunt Limited Partnership, a Massachusetts limited partnership. | |
87. | Silverman-Toll Limited Partnership, a Michigan limited partnership | |
88. | Somers Chase, L.P., a New York limited partnership. | |
89. | Somerset Development Limited Partnership, a North Carolina limited partnership. | |
90. | Sorrento at Dublin Ranch I LP, a California limited partnership. | |
91. | Sorrento at Dublin Ranch II LP, a California limited partnership. | |
92. | Sorrento at Dublin Ranch III LP, a California limited partnership. | |
93. | South Riding Amberlea LP, a Virginia limited partnership. | |
94. | South Riding, L.P., a Virginia limited partnership. | |
95. | South Riding Partners Amberlea LP, a Virginia limited partnership. | |
96. | South Riding Partners, L.P., a Virginia limited partnership. | |
97. | Southport Landing Limited Partnership, a Connecticut limited partnership. | |
98. | Springton Pointe, L.P., a Pennsylvania limited partnership. | |
99. | Stone Mill Estates, L.P. a Pennsylvania limited partnership. | |
100. | Swedesford Chase, L.P., a Pennsylvania limited partnership. | |
101. | TB Proprietary, L.P., a Delaware limited partnership | |
102. | TBI/Heron Bay Limited Partnership, a Florida limited partnership. | |
103. | TBI/Naples Limited Partnership, a Florida limited partnership. | |
104. | TBI/Palm Beach Limited Partnership, a Florida limited partnership. |
105. | Timber Ridge Investment Limited Partnership, a Michigan limited partnership. | |
106. | Toll at Brier Creek Limited Partnership, a North Carolina limited partnership. | |
107. | Toll at Daventry Park, L.P., an Ohio limited partnership. | |
108. | Toll at Honey Creek Limited Partnership, a Michigan limited partnership. | |
109. | Toll at Payne Ranch, L.P., a California limited partnership. | |
110. | Toll at Princeton Walk, L.P., a New Jersey limited partnership. | |
111. | Toll at Westlake, L.P., a New Jersey limited partnership. | |
112. | Toll at Whippoorwill, L.P., a New York limited partnership. | |
113. | Toll Brooklyn L.P., a New York limited partnership. | |
114. | Toll Bros. of Tennessee, L.P., a Tennessee limited partnership. | |
115. | Toll Brothers AZ Limited Partnership, an Arizona limited partnership. | |
116. | Toll Brothers Maryland II Limited Partnership, a Maryland limited partnership. | |
117. | Toll CA, L.P., a California limited partnership. | |
118. | Toll CA II, L.P., a California limited partnership. | |
119. | Toll CA III, L.P., a California limited partnership. | |
120. | Toll CA IV, L.P., a California limited partnership. | |
121. | Toll CA V, L.P., a California limited partnership. | |
122. | Toll CA VI, L.P., a California limited partnership. | |
123. | Toll CA VII, L.P., a California limited partnership. | |
124. | Toll CA VIII, L.P., a California limited partnership. | |
125. | Toll CA IX, L.P., a California limited partnership. | |
126. | Toll CA X, L.P., a California limited partnership. | |
127. | Toll CA XI, L.P., a California limited partnership. | |
128. | Toll CA XII, L.P., a California limited partnership. | |
129. | Toll CA XIII, L.P., a California limited partnership. | |
130. | Toll CA XIV, L.P., a California limited partnership. | |
131. | Toll CA XV, L.P., a California limited partnership. | |
132. | Toll CA XVI L.P., a California limited partnership. | |
133. | Toll CA XVII, L.P., a California limited partnership. | |
134. | Toll CA XVIII, L.P., a California limited partnership. | |
135. | Toll CA XIX, L.P., a California limited partnership. | |
136. | Toll Cliffs Urban Renewal Company LP, a New Jersey limited partnership. | |
137. | Toll CO, L.P., a Colorado limited partnership. | |
138. | Toll Costa, L.P., a California limited partnership. | |
139. | Toll CT Limited Partnership, a Connecticut limited partnership. | |
140. | Toll CT II Limited Partnership, a Connecticut limited partnership. | |
141. | Toll CT Westport Limited Partnership, a Connecticut limited partnership. | |
142. | Toll DE LP, a Delaware limited partnership. | |
143. | Toll DE II LP, a Delaware limited partnership. | |
144. | Toll Dolington LP, a Pennsylvania limited partnership. | |
145. | Toll East Naples Limited Partnership, a Florida limited partnership. | |
146. | Toll Estero Limited Partnership, a Florida limited partnership. | |
147. | Toll FL Limited Partnership, a Florida limited partnership. | |
148. | Toll FL II Limited Partnership, a Florida limited partnership. | |
149. | Toll FL III Limited Partnership, a Florida limited partnership. | |
150. | Toll FL IV Limited Partnership, a Florida limited partnership. | |
151. | Toll FL V Limited Partnership, a Florida limited partnership. | |
152. | Toll FL VI Limited Partnership, a Florida limited partnership. |
153. | Toll FL VII Limited Partnership, a Florida limited partnership. | |
154. | Toll FL VIII Limited Partnership, a Florida limited partnership. | |
155. | Toll FL IX Limited Partnership, a Florida limited partnership. | |
156. | Toll Ft. Myers Limited Partnership, a Florida limited partnership. | |
157. | Toll GA LP, a Georgia limited partnership. | |
158. | Toll Gibraltar LP, a Pennsylvania limited partnership. | |
159. | Toll Grove LP, a New Jersey limited partnership. | |
160. | Toll Hudson LP, a New Jersey limited partnership. | |
161. | Toll IL HWCC, L.P., an Illinois limited partnership. | |
162. | Toll IL, L.P., an Illinois limited partnership. | |
163. | Toll IL II, L.P., an Illinois limited partnership. | |
164. | Toll IL III, L.P., an Illinois limited partnership. | |
165. | Toll IL IV, L.P., an Illinois limited partnership. | |
166. | Toll IL WSB, L.P., an Illinois limited partnership. | |
167. | Toll Jacksonville Limited Partnership, a Florida limited partnership. | |
168. | Toll Land Limited Partnership, a Connecticut limited partnership. | |
169. | Toll Land IV Limited Partnership, a New Jersey limited partnership. | |
170. | Toll Land V Limited Partnership, a New York limited partnership. | |
171. | Toll Land VI Limited Partnership, a New York limited partnership. | |
172. | Toll Land VII Limited Partnership, a New York limited partnership. | |
173. | Toll Land IX Limited Partnership, a Virginia limited partnership. | |
174. | Toll Land X Limited Partnership, a Virginia limited partnership. | |
175. | Toll Land XI Limited Partnership, a New Jersey limited partnership. | |
176. | Toll Land XIV Limited Partnership, a New York limited partnership. | |
177. | Toll Land XV Limited Partnership, a Virginia limited partnership. | |
178. | Toll Land XVI Limited Partnership, a New Jersey limited partnership. | |
179. | Toll Land XVII Limited Partnership, a Connecticut limited partnership. | |
180. | Toll Land XVIII Limited Partnership, a Connecticut limited partnership. | |
181. | Toll Land XIX Limited Partnership, a California limited partnership. | |
182. | Toll Land XX Limited Partnership, a California limited partnership. | |
183. | Toll Land XXI Limited Partnership, a Virginia limited partnership. | |
184. | Toll Land XXII Limited Partnership, a California limited partnership. | |
185. | Toll Land XXIII Limited Partnership, a California limited partnership. | |
186. | Toll Land XXV Limited Partnership, a New Jersey limited partnership. | |
187. | Toll Land XXVI Limited Partnership, an Ohio limited partnership. | |
188. | Toll Livingston at Naples Limited Partnership, a Florida limited partnership. | |
189. | Toll MA Land Limited Partnership, a Massachusetts limited partnership. | |
190. | Toll Marshall LP, a New Jersey limited partnership. | |
191. | Toll MD Builder I, L.P., a Maryland limited partnership. | |
192. | Toll MD Limited Partnership, a Maryland limited partnership. | |
193. | Toll MD II Limited Partnership, a Maryland limited partnership. | |
194. | Toll MD III Limited Partnership, a Maryland limited partnership. | |
195. | Toll MD IV Limited Partnership, a Maryland limited partnership. | |
196. | Toll MD V Limited Partnership, a Maryland limited partnership. | |
197. | Toll MD VI Limited Partnership, a Maryland limited partnership. | |
198. | Toll MD VII Limited Partnership, a Maryland limited partnership. | |
199. | Toll MD VIII Limited Partnership, a Maryland limited partnership. | |
200. | Toll MD IX Limited Partnership, a Maryland limited partnership. |
201. | Toll MD X Limited Partnership, a Maryland limited partnership. | |
202. | Toll MD XI Limited Partnership, a Maryland limited partnership. | |
203. | Toll MI Limited Partnership, a Michigan limited partnership. | |
204. | Toll MI II Limited Partnership, a Michigan limited partnership. | |
205. | Toll MI III Limited Partnership, a Michigan limited partnership. | |
206. | Toll MI IV Limited Partnership, a Michigan limited partnership. | |
207. | Toll MI V Limited Partnership, a Michigan limited partnership. | |
208. | Toll MN, L.P., a Minnesota limited partnership. | |
209. | Toll MN II, L.P., a Minnesota limited partnership. | |
210. | Toll Naples Limited Partnership, a Florida limited partnership. | |
211. | Toll Naval Associates, a Pennsylvania general partnership. | |
212. | Toll NC, L.P., a North Carolina limited partnership. | |
213. | Toll NC II LP, a North Carolina limited partnership. | |
214. | Toll NH Limited Partnership, a New Hampshire limited partnership. | |
215. | Toll NJ Builder I, L.P., a New Jersey limited partnership. | |
216. | Toll NJ, L.P., a New Jersey limited partnership. | |
217. | Toll NJ II, L.P., a New Jersey limited partnership. | |
218. | Toll NJ III, L.P., a New Jersey limited partnership. | |
219. | Toll NJ IV, L.P., a New Jersey limited partnership. | |
220. | Toll NJ V, L.P., a New Jersey limited partnership. | |
221. | Toll NJ VI, L.P., a New Jersey limited partnership. | |
222. | Toll NJ VII, L.P., a New Jersey limited partnership. | |
223. | Toll NJ VIII, L.P., a New Jersey limited partnership. | |
224. | Toll NJ IX, L.P., a New Jersey limited partnership. | |
225. | Toll NJ XI, L.P., a New Jersey limited partnership. | |
226. | Toll Northville Golf Limited Partnership, a Michigan limited partnership. | |
227. | Toll Northville Limited Partnership, a Michigan limited partnership. | |
228. | Toll NV Limited Partnership, a Nevada limited partnership. | |
229. | Toll NY L.P., a New York limited partnership. | |
230. | Toll NY II L.P., a New York limited partnership. | |
231. | Toll Orlando Limited Partnership, a Florida limited partnership. | |
232. | Toll PA, L.P., a Pennsylvania limited partnership. | |
233. | Toll PA II, L.P., a Pennsylvania limited partnership. | |
234. | Toll PA III, L.P., a Pennsylvania limited partnership. | |
235. | Toll PA IV, L.P., a Pennsylvania limited partnership. | |
236. | Toll PA V, L.P., a Pennsylvania limited partnership. | |
237. | Toll PA VI, L.P., a Pennsylvania limited partnership. | |
238. | Toll PA VII, L.P., a Pennsylvania limited partnership. | |
239. | Toll PA VIII, L.P., a Pennsylvania limited partnership. | |
240. | Toll PA IX, L.P., a Pennsylvania limited partnership. | |
241. | Toll PA X, L.P., a Pennsylvania limited partnership. | |
242. | Toll PA XI, L.P., a Pennsylvania limited partnership. | |
243. | Toll PA XII, L.P., a Pennsylvania limited partnership. | |
244. | Toll PA XIII, L.P., a Pennsylvania limited partnership. | |
245. | Toll PA XIV, L.P., a Pennsylvania limited partnership. | |
246. | Toll PA XV, L.P., a Pennsylvania limited partnership. | |
247. | Toll Park LP, a New Jersey limited partnership. | |
248. | Toll Plaza, LP, a Pennsylvania limited partnership. |
249. | Toll Realty Holdings LP, a Delaware limited partnership. | |
250. | Toll Reston Associates, L.P., a Delaware limited partnership. | |
251. | Toll RI, L.P., a Rhode Island limited partnership. | |
252. | Toll RI II, L.P., a Rhode Island limited partnership. | |
253. | Toll SC, L.P., a South Carolina limited partnership. | |
254. | Toll SC II, L.P., a South Carolina limited partnership. | |
255. | Toll SC III, L.P., a South Carolina limited partnership. | |
256. | Toll SC IV, L.P., a South Carolina limited partnership. | |
257. | Toll Stonebrae LP, a California limited partnership. | |
258. | Toll VA, L.P., a Virginia limited partnership. | |
259. | Toll VA II, L.P., a Virginia limited partnership. | |
260. | Toll VA III, L.P., a Virginia limited partnership. | |
261. | Toll VA IV, L.P., a Virginia limited partnership. | |
262. | Toll VA V, L.P., a Virginia limited partnership. | |
263. | Toll VA VI, L.P., a Virginia limited partnership. | |
264. | Toll VA VII, L.P., a Virginia limited partnership. | |
265. | Toll WV, L.P., a West Virginia limited partnership. | |
266. | Toll YL, L.P., a California limited partnership. | |
267. | Toll YL II, L.P., a California limited partnership. | |
268. | Toll-Dublin, L.P., a California limited partnership. | |
269. | Trumbull Hunt Limited Partnership, a Connecticut limited partnership. | |
270. | Uwchlan Woods, L.P., a Pennsylvania limited partnership. | |
271. | Valley Forge Conservation Holding, L.P., a Pennsylvania limited partnership. | |
272. | Valley Forge Woods, L.P., a Pennsylvania limited partnership. | |
273. | Valley View Estates Limited Partnership, a Massachusetts limited partnership. | |
274. | Village Partners, L.P., a Pennsylvania limited partnership. | |
275. | Waldon Preserve Limited Partnership, a Michigan limited partnership. | |
276. | Washington Greene Development, L.P., a New Jersey limited partnership. | |
277. | Waterford Preserve LP, a Virginia limited partnership. | |
278. | West Amwell Limited Partnership, a New Jersey limited partnership. | |
279. | Whiteland Woods, L.P., a Pennsylvania limited partnership. | |
280. | Willowdale Crossing, L.P., a Pennsylvania limited partnership. | |
281. | Wilson Concord, L.P., a Tennessee limited partnership. | |
282. | The Woods at Highland Lakes, L.P., an Ohio limited partnership. | |
283. | The Woods at Long Valley, L.P., a New Jersey limited partnership. | |
284. | Toll Brothers Finance Co., a New Jersey general partnership. | |
285. | TBI Finance Co. II, a New Jersey general partnership. |
1. | 5-01 5-17 48 th Avenue LLC, a New York limited liability company. | |
2. | 5-01 5-17 48 th Avenue II LLC, a New York limited liability company. | |
3. | 5-01 5-17 48 th Avenue GC LLC, a New York limited liability company. | |
4. | 5-01 5-17 48 th Avenue GC II LLC, a New York limited liability company. | |
5. | 51 N. 8 th Street I LLC, a New York limited liability company. | |
6. | 51 N. 8 th Street GC LLC, a New York limited liability company. | |
7. | 51 N. 8 th Street GC II LLC, a New York limited liability company. | |
8. | 60 Industrial Parkway Cheektowaga, LLC, a New York limited liability company. | |
9. | 110-112 Third Ave. GC LLC, a New York limited liability company. | |
10. | 110-112 Third Ave. GC II LLC, a New York limited liability company. | |
11. | 126-142 Morgan Street Urban Renewal LLC, a New Jersey limited liability company. | |
12. | 134 Bay Street LLC, a Delaware limited liability company. | |
13. | 700 Grove Street Urban Renewal, LLC, a New Jersey limited liability company. | |
14. | 1400 Hudson St. LLC, a New Jersey limited liability company. | |
15. | 1500 Garden St. LLC, a New Jersey limited liability company. | |
16. | 2301 Fallston Road LLC, a Maryland limited liability company. | |
17. | Arbor Hills Development LLC, a Michigan limited liability company. | |
18. | Arthurs Woods, LLC, a Maryland limited liability company. | |
19. | Arundel Preserve #6, LLC, a Maryland limited liability company. | |
20. | Arundel Preserve #10a, LLC, a Maryland limited liability company. | |
21. | Belmont Country Club I LLC, a Virginia limited liability company. | |
22. | Belmont Country Club II LLC, a Virginia limited liability company. | |
23. | Belmont Investments I LLC, a Virginia limited liability company. | |
24. | Belmont Investments II LLC, a Virginia limited liability company. | |
25. | Big Branch Overlook L.L.C., a Maryland limited liability company. | |
26. | Block 255 LLC, a New Jersey limited liability company. | |
27. | Brier Creek Country Club I LLC, a North Carolina limited liability company. | |
28. | Brier Creek Country Club II LLC, a North Carolina limited liability company. | |
29. | C.B.A.Z. Construction Company LLC, an Arizona limited liability company. | |
30. | C.B.A.Z. Holding Company LLC, a Delaware limited liability company. | |
31. | Colonial 40 I, LLC, a Florida limited liability company. | |
32. | Colonial 40 II, LLC, a Florida limited liability company. | |
33. | Component Systems I LLC, a Delaware limited liability company. | |
34. | Component Systems II LLC, a Delaware limited liability company. | |
35. | Coto de Caza Investments I LLC, a California limited liability company. | |
36. | Coto de Caza Investments II LLC, a California limited liability company. | |
37. | Creeks Farm L.L.C., a Maryland limited liability company. | |
38. | CWG Construction Company LLC, a New Jersey limited liability company. | |
39. | Dominion Valley Country Club I LLC, a Virginia limited liability company. | |
40. | Dominion Valley Country Club II LLC, a Virginia limited liability company. | |
41. | Feys Property LLC, a Maryland limited liability company. | |
42. | First Brandywine LLC I, a Delaware limited liability company. | |
43. | First Brandywine LLC II, a Delaware limited liability company. | |
44. | First Brandywine LLC III, a Delaware limited liability company. | |
45. | First Brandywine LLC IV, a Delaware limited liability company. | |
46. | Frenchmans Reserve Realty, LLC, a Florida limited liability company. |
47. | Golf I Country Club Estates at Moorpark LLC, a California limited liability company. | |
48. | Golf II Country Club Estates at Moorpark LLC, a California limited liability company. | |
49. | Hawthorn Woods Country Club II LLC, an Illinois limited liability company. | |
50. | Heritage Manor Development, LLC, a Massachusetts limited liability company. | |
51. | HH Investments I LLC, a Massachusetts limited liability company. | |
52. | HH Investments II LLC, a Massachusetts limited liability company. | |
53. | High Pointe at Hopewell, LLC, a New Jersey limited liability company. | |
54. | HOA Broadband I, LLC, a Delaware limited liability company. | |
55. | HOA Broadband II, LLC, a Delaware limited liability company. | |
56. | Hoboken Cove LLC, a New Jersey limited liability company. | |
57. | Hoboken Land I LLC, a Delaware limited liability company. | |
58. | Hunts Bluff LLC, a Maryland limited liability company. | |
59. | HW Investments I LLC, an Illinois limited liability company. | |
60. | HW Investments II LLC, an Illinois limited liability company. | |
61. | Jacksonville TBI Realty, LLC, a Florida limited liability company. | |
62. | Lighthouse Point Land Company, LLC, a Florida limited liability company. | |
63. | Longmeadow Properties LLC, a Maryland limited liability company. | |
64. | Long Meadows TBI, LLC, a Maryland limited liability company. | |
65. | Manalapan Hunt Investments I LLC, a New Jersey limited liability company. | |
66. | Manalapan Hunt Investments II LLC, a New Jersey limited liability company. | |
67. | Martinsburg Ventures, L.L.C., a Virginia limited liability company. | |
68. | Millbrook Investments I LLC, a New Jersey limited liability company. | |
69. | Millbrook Investments II LLC, a New Jersey limited liability company. | |
70. | Mizner Realty, L.L.C., a Florida limited liability company. | |
71. | Morgan Street JV LLC, a Delaware limited liability company. | |
72. | Mountain View Country Club I LLC, a California limited liability company. | |
73. | Mountain View Country Club II LLC, a California limited liability company. | |
74. | Naples Lakes Country Club, L.L.C., a Florida limited liability company. | |
75. | Naples TBI Realty, LLC, a Florida limited liability company. | |
76. | Northville Hills Golf Club L.L.C., a Michigan limited liability company. | |
77. | Northville Lake Village Apartments Limited Liability Company, a Michigan limited liability company. | |
78. | Nosan & Silverman Homes L.L.C., a Michigan limited liability company. | |
79. | Orlando TBI Realty LLC, a Florida limited liability company. | |
80. | Palm Cove Golf & Yacht Club I LLC, a Florida limited liability company. | |
81. | Palm Cove Golf & Yacht Club II LLC, a Florida limited liability company. | |
82. | Palm Cove Marina I LLC, a Florida limited liability company. | |
83. | Palm Cove Marina II LLC, a Florida limited liability company. | |
84. | Paramount Village LLC, a California limited liability company. | |
85. | Phillips Drive LLC, a Maryland limited liability company. | |
86. | Preston Parker LLC, a Delaware limited liability company. | |
87. | Prince William Land I LLC, a Virginia limited liability company. | |
88. | Prince William Land II LLC, a Virginia limited liability company. | |
89. | PT Maxwell Holdings, LLC, a New Jersey limited liability company. | |
90. | P.T. Maxwell, L.L.C., a New Jersey limited liability company. | |
91. | Regency at Denville, LLC, a New Jersey limited liability company. | |
92. | Regency at Dominion Valley LLC, a Virginia limited liability company. | |
93. | Regency at Long Valley I LLC, a New Jersey limited liability company. |
94. | Regency at Long Valley II LLC, a New Jersey limited liability company. | |
95. | Regency at Mansfield I LLC, a New Jersey limited liability company. | |
96. | Regency at Mansfield II LLC, a New Jersey limited liability company. | |
97. | Regency at Washington I LLC, a New Jersey limited liability company. | |
98. | Regency at Washington II LLC, a New Jersey limited liability company. | |
99. | The Regency Golf Club I LLC, a Virginia limited liability company. | |
100. | The Regency Golf Club II LLC, a Virginia limited liability company. | |
101. | The Ridges at Belmont Country Club I LLC, a Virginia limited liability company. | |
102. | The Ridges at Belmont Country Club II LLC, a Virginia limited liability company. | |
103. | RiverCrest Sewer Company, LLC, a Pennsylvania limited liability company. | |
104. | Sapling Ridge, LLC, a Maryland limited liability company. | |
105. | South Riding Realty LLC, a Virginia limited liability company. | |
106. | SR Amberlea LLC, a Virginia limited liability company. | |
107. | SRH Investments I, LLC, a California limited liability company. | |
108. | SRH Investments II, LLC, a California limited liability company. | |
109. | SRLP II LLC, a Virginia limited liability company. | |
110. | STBI-Warrenton, LLC, a Delaware limited liability company. | |
111. | Stony Kill, LLC, a New York limited liability company. | |
112. | Tampa TBI Realty LLC, a Florida limited liability company. | |
113. | TB Kent Partners LLC, a Delaware limited liability company. | |
114. | Toll Austin TX LLC, a Texas limited liability company. | |
115. | Toll BCCC, LLC, an Illinois limited liability company. | |
116. | Toll Brothers Realty Michigan LLC, a Michigan limited liability company. | |
117. | Toll Brothers Realty Michigan II LLC, a Michigan limited liability company. | |
118. | Toll Cedar Hunt LLC, a Virginia limited liability company. | |
119. | Toll CO I LLC, a Colorado limited liability company. | |
120. | Toll Corners LLC, a Delaware limited liability company. | |
121. | Toll Dallas TX LLC, a Texas limited liability company. | |
122. | Toll DE X, LLC, a Delaware limited liability company. | |
123. | Toll DE X II, LLC, a Delaware limited liability company. | |
124. | Toll E. 33 rd Street LLC, a Delaware limited liability company. | |
125. | Toll EB, LLC, a Delaware limited liability company. | |
126. | Toll Equipment, L.L.C., a Delaware limited liability company. | |
127. | Toll FL I, LLC, a Florida limited liability company. | |
128. | Toll FL II LLC, a Florida limited liability company. | |
129. | Toll FL III LLC, a Florida limited liability company. | |
130. | Toll Gibraltar I LLC, a Pennsylvania limited liability company. | |
131. | Toll Gibraltar II LLC, a Pennsylvania limited liability company. | |
132. | Toll Glastonbury LLC, a Connecticut limited liability company. | |
133. | Toll Henderson LLC, a Nevada limited liability company. | |
134. | Toll Hoboken LLC, a Delaware limited liability company. | |
135. | Toll IN LLC, an Indiana limited liability company. | |
136. | Toll Jupiter LLC, a Florida limited liability company. | |
137. | Toll Landscape, L.L.C., a Delaware limited liability company. | |
138. | Toll Landscape II, L.L.C., a Delaware limited liability company. | |
139. | Toll Locust Hill LLC, a Maryland limited liability company. | |
140. | Toll Maxwell LLC, a New Jersey limited liability company. | |
141. | Toll MD I, L.L.C., a Maryland limited liability company. |
142. | Toll MD II LLC, a Maryland limited liability company. | |
143. | Toll MD Realty LLC, a Maryland limited liability company. | |
144. | Toll Morgan Street LLC, a Delaware limited liability company. | |
145. | Toll NJ I, L.L.C., a New Jersey limited liability company. | |
146. | Toll NJ II, L.L.C., a New Jersey limited liability company. | |
147. | Toll NJ III, LLC, a New Jersey limited liability company. | |
148. | Toll North LV LLC, a Nevada limited liability company. | |
149. | Toll North Reno LLC, a Nevada limited liability company. | |
150. | Toll Nursery, L.L.C., a Delaware limited liability company. | |
151. | Toll NV Holdings LLC, a Nevada limited liability company. | |
152. | Toll Plaza, LLC, a Pennsylvania limited liability company. | |
153. | Toll Realty L.L.C., a Florida limited liability company. | |
154. | Toll Reston Associates, L.L.C., a Delaware limited liability company. | |
155. | Toll San Antonio TX LLC, a Texas limited liability company. | |
156. | Toll South LV LLC, a Nevada limited liability company. | |
157. | Toll South Reno LLC, a Nevada limited liability company. | |
158. | Toll Stratford LLC, a Virginia limited liability company. | |
159. | Toll SW Holding LLC, a Nevada limited liability company. | |
160. | Toll Technology Investments, L.L.C., a Delaware limited liability company. | |
161. | Toll Turf Management, L.L.C., a Delaware limited liability company. | |
162. | Toll VA L.L.C., a Delaware limited liability company. | |
163. | Toll VA III L.L.C., a Virginia limited liability company. | |
164. | Toll Van Wyck, LLC, a New York limited liability company. | |
165. | Toll Vanderbilt I LLC, a Rhode Island limited liability company. | |
166. | Toll Vanderbilt II LLC, a Rhode Island limited liability company. | |
167. | Toll-Dublin, LLC, a California limited liability company. | |
168. | Town Suites, LLC, a Pennsylvania limited liability company. | |
169. | Vanderbilt Capital LLC, a Rhode Island limited liability company. | |
170. | Virginia Construction Co. I, LLC, a Virginia limited liability company. | |
171. | Virginia Construction Co. II, LLC, a Virginia limited liability company. | |
172. | Whitehall Management Services, LLC, a Pennsylvania limited liability company. |
1. | Registration Statement (Form S-8 No. 33-60285) pertaining to the Key Executives and Non-Employee Directors Stock Option Plan (1993) of Toll Brothers, Inc., as amended, | ||
2. | Registration Statements (Form S-8 No. 33-60289 and No. 333-69274) pertaining to the Stock Option and Incentive Stock Plan (1995), of Toll Brothers, Inc., | ||
3. | Registration Statements (Form S-8 No. 333-57645 and No. 333-113721) pertaining to the Stock Incentive Plan (1998) of Toll Brothers, Inc., | ||
4. | Registration Statement (Form S-8 No. 333-143367) pertaining to the Stock Incentive Plan for Employees (2007) of Toll Brothers, Inc., as amended, | ||
5. | Registration Statement (Form S-8 No. 333-144230) pertaining to the Stock Incentive Plan for Non-Employee Directors (2007) of Toll Brothers, Inc., as amended, | ||
6. | Registration Statement (Form S-8 No. 333-148362) pertaining to the Employee Stock Purchase Plan of Toll Brothers, Inc, and, | ||
7. | Registration Statement (Form S-3 No. 333-154807) of Toll Brothers, Inc., Toll Corp., First Huntingdon Finance Corp., Toll Brothers Finance Corp., Toll Finance Corp. and the additional registrants named therein, and in the related Prospectus; |
/s/ Ernst & Young LLP | ||||
1. | I have reviewed this Annual Report on Form 10-K 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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
- 2 -
1. | I have reviewed this Annual Report on Form 10-K 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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
- 2 -