
☐						Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	TOL	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

At ~~February 28,~~August 29, 2023, there were approximately ~~110,733,000~~107,479,000 shares of Common Stock, par value $0.01 per share, outstanding.

STATEMENT ON FORWARD-LOOKING INFORMATION

Certain information included in this report or in other materials we have filed or will file with the Securities and Exchange Commission (“SEC”) (as well as information included in oral statements or other written statements made or to be made by us) contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). One can identify these statements by the fact that they do not relate to matters of a strictly historical or factual nature and generally discuss or relate to future events. These statements contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “can,” “could,” “might,” “should,” “likely”, “will” and other words or phrases of similar meaning. Such statements may include, but are not limited to, information and statements regarding: expectations regarding interest rates and inflation; the markets in which we operate or may operate; our strategic objectives and priorities; our land acquisition, land development and capital allocation plans and priorities; housing market conditions; demand for our homes; anticipated operating results and guidance; home deliveries; financial resources and condition; changes in revenues, in profitability and in margins; changes in accounting treatment; cost of revenues, including expected labor and material costs; availability of labor and materials; selling, general, and administrative expenses; interest expense; inventory write-downs; home warranty and construction defect claims; unrecognized tax benefits; anticipated tax refunds; sales paces and prices; effects of home buyer cancellations; growth and expansion; joint ventures in which we are involved; anticipated results from our investments in unconsolidated entities; our ability to acquire or dispose of land and pursue real estate opportunities; our ability to gain approvals to develop land, open new communities and deliver homes; our ability to market, construct and sell homes and properties; the rate at which we deliver homes from backlog; our ability to secure materials and subcontractors; our ability to produce the liquidity and capital necessary to conduct normal business operations or to expand and take advantage of opportunities; and the outcome of legal proceedings, investigations, and claims.

From time to time, forward-looking statements also are included in other reports on Forms 10-K, 10-Q, and 8-K; in press releases; in presentations; on our website; and in other materials released to the public. Any or all of the forward-looking statements included in this report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements. This can occur as a result of incorrect assumptions or as a consequence of known or unknown risks and uncertainties. Therefore, we caution you not to place undue reliance on our forward-looking statements. The major risks and uncertainties – and assumptions that are made – that affect our business and may cause actual results to differ from these forward-looking statements include, but are not limited to:

•the effect of general economic conditions, including employment rates, housing starts, interest ~~rate levels,~~and mortgage rates, home affordability, inflation, consumer sentiment, availability of financing for home mortgages and strength of the U.S. dollar;

•market demand for our products, which is related to the strength of the various U.S. business segments and U.S. and international economic conditions;

•the availability of desirable and reasonably priced land and our ability to control, purchase, hold and develop such land;

•access to adequate capital on acceptable terms;

•geographic concentration of our operations;

•levels of competition;

•the price and availability of lumber, other raw materials, and home components;

•the impact of labor shortages, including on our subcontractors, supply chain and municipalities;

•the effect of U.S. trade policies, including the imposition of tariffs and duties on home building products and retaliatory measures taken by other countries;

•the effects of weather and the risk of loss from earthquakes, volcanoes, fires, floods, droughts, windstorms, hurricanes, pest infestations and other natural disasters, and the risk of delays, reduced consumer demand, unavailability of insurance, and shortages and price increases in labor or materials associated with such natural disasters;

•risks arising from acts of war, terrorism or outbreaks of contagious diseases, such as COVID-19;

•federal and state tax policies;

•transportation costs;

•the effect of land use, environmental and other governmental laws and regulations;

•legal proceedings or disputes and the adequacy of reserves;

•risks relating to any unforeseen changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, indebtedness, financial condition, losses and future prospects;

•the effect of potential loss of key management personnel;

•changes in accounting principles; and

•risks related to unauthorized access to our computer systems, theft of our and our homebuyers’ confidential information or other forms of cyber-attack.

Many of the factors mentioned above, elsewhere in this report or in other reports or public statements made by us will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements.

Forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.

For a further discussion of factors that we believe could cause our actual results to differ materially from expected and historical results, see “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K filed with the SEC and in this report.

When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Toll Brothers, Inc. and its subsidiaries, unless the context otherwise requires. References herein to fiscal year refer to our fiscal years ended or ending October 31.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Investments in unconsolidated entities (1)

(1) As of ~~January~~July 31, 2023 and October 31, 2022, inventory orand investments in unconsolidated entities include ~~$91.3~~$89.7 million and $81.3 million, respectively, of assets related to consolidated variable interest entities (“VIEs”). See Note 3,4, “Investments in Unconsolidated Entities” for additional information regarding VIEs.

See accompanying notes.

Common
Stock Addi-
tional
Paid-in
Capital Retained
Earnings Treasury
Stock AOCI Non-controlling Interest Total
Equity
Balance, October 31, 2022 $ 1,279 $ 716,786 $ 6,166,732 $ (916,327) $ 37,618 $ 15,752 $ 6,021,840
Net income 191,530 191,530
Purchase of treasury stock (9,357) (9,357)
Exercise of stock options, stock based compensation issuances, and employee stock purchase plan issuances (35,055) 59,909 24,854
Stock-based compensation 14,384 14,384
Dividends declared (22,688) (22,688)
Other comprehensive loss (3,464) (3,464)
Loss attributable to non-controlling interest (105) (105)
Balance, January 31, 2023 $ 1,279 $ 696,115 $ 6,335,574 $ (865,775) $ 34,154 $ 15,647 $ 6,216,994
Balance, October 31, 2021 $ 1,279 $ 714,453 $ 4,969,839 $ (391,656) $ 1,109 $ 45,431 $ 5,340,455
Net income 151,904 151,904
Purchase of treasury stock (185,768) (185,768)
Exercise of stock options, stock based compensation issuances, and employee stock purchase plan issuances (16,510) 13,806 (2,704)
Stock-based compensation 13,615 13,615
Dividends declared (20,902) (20,902)
Other comprehensive income 4,702 4,702
Income attributable to non-controlling interest 21 21
Capital contributions – net 127 127
Balance, January 31, 2022 $ 1,279 $ 711,558 $ 5,100,841 $ (563,618) $ 5,811 $ 45,579 $ 5,301,450


	Common Stock		Addi- tional Paid-in Capital		Retained Earnings		Treasury Stock		AOCI		Non-controlling Interest		Total Equity

Balance, April 30, 2023	$	1,279	$	697,583	$	6,632,502	$	(945,019)	$	33,875	$	15,506	$	6,435,726

Net income					414,789								414,789

Purchase of treasury stock							(147,283)						(147,283)
Exercise of stock options, stock based compensation issuances, and employee stock purchase plan issuances			(6,091)				24,897						18,806

Stock-based compensation			4,265										4,265

Dividends declared					(23,005)								(23,005)
Other comprehensive income									5,601				5,601
Loss attributable to non-controlling interest											(200)		(200)
Capital contributions – net											1,784		1,784
Balance, July 31, 2023	$	1,279	$	695,757	$	7,024,286	$	(1,067,405)	$	39,476	$	17,090	$	6,710,483


Balance, April 30, 2022	$	1,279	$	714,651	$	5,297,939	$	(669,396)	$	19,419	$	15,774	$	5,379,666

Net income					273,467								273,467

Purchase of treasury stock							(91,607)						(91,607)
Exercise of stock options, stock based compensation issuances, and employee stock purchase plan issuances			(1,058)				1,931						873

Stock-based compensation			2,238										2,238

Dividends declared					(22,910)								(22,910)
Other comprehensive loss									(2,680)				(2,680)


Balance, July 31, 2022	$	1,279	$	715,831	$	5,548,496	$	(759,072)	$	16,739	$	15,774	$	5,539,047


	Common Stock		Addi- tional Paid-in Capital		Retained Earnings		Treasury Stock		AOCI		Non-controlling Interest		Total Equity
	$		$		$		$		$		$		$
Balance, October 31, 2022	$	1,279	$	716,786	$	6,166,732	$	(916,327)	$	37,618	$	15,752	$	6,021,840
Net income					926,535								926,535

Purchase of treasury stock							(240,486)						(240,486)
Exercise of stock options, stock based compensation issuances, and employee stock purchase plan issuances			(42,319)				89,408						47,089

Stock-based compensation			21,290										21,290

Dividends declared					(68,981)								(68,981)
Other comprehensive income									1,858				1,858
Loss attributable to non-controlling interest											(446)		(446)
Capital contributions - net											1,784		1,784
Balance, July 31, 2023	$	1,279	$	695,757	$	7,024,286	$	(1,067,405)	$	39,476	$	17,090	$	6,710,483


Balance, October 31, 2021	$	1,279	$	714,453	$	4,969,839	$	(391,656)	$	1,109	$	45,431	$	5,340,455

Net income					645,964								645,964

Purchase of treasury stock							(383,886)						(383,886)
Exercise of stock options, stock based compensation issuances, and employee stock purchase plan issuances			(17,880)				16,470						(1,410)

Stock-based compensation			19,258										19,258

Dividends declared					(67,307)								(67,307)
Other comprehensive income									15,630				15,630
Income attributable to non-controlling interest											86		86
Capital distributions - net											(29,743)		(29,743)
Balance, July 31, 2022	$	1,279	$	715,831	$	5,548,496	$	(759,072)	$	16,739	$	15,774	$	5,539,047

See accompanying notes.


	Nine months ended July 31,
	2023		2022
Cash flow provided by (used in) operating activities:
Net income	$	926,535	$	645,964
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	54,249		53,267
Stock-based compensation	21,290		19,258
Income from unconsolidated entities	(20,813)		(27,954)
Distributions of earnings from unconsolidated entities	69,107		31,182


Deferred tax provision	5,764		10,659

Impairment charges and write-offs	40,137		17,473




Other	3,037		3,761

Changes in operating assets and liabilities:
Inventory	(165,152)		(1,288,029)
Origination of mortgage loans	(1,137,893)		(1,390,630)
Sale of mortgage loans	1,248,621		1,513,603
Receivables, prepaid expenses, and other assets	(34,667)		32,114
Current income taxes – net	(133,983)		(30,361)
Customer deposits – net	(26,384)		96,425
Accounts payable and accrued expenses	(174,815)		66,637

Net cash provided by (used in) operating activities	675,033		(246,631)
Cash flow used in investing activities:
Purchase of property, construction, and office equipment – net	(54,100)		(56,485)


Investments in unconsolidated entities	(162,576)		(176,592)
Return of investments in unconsolidated entities	74,006		109,645
Proceeds from the sale of assets	9,041		28,309



Other	—		194
Net cash used in investing activities	(133,629)		(94,929)
Cash flow used in financing activities:


Proceeds from loans payable	2,413,016		2,950,869
Debt issuance costs	(5,324)		—
Principal payments of loans payable	(2,603,645)		(3,009,301)
Redemption of senior notes	(400,000)		(409,856)

Proceeds (payments) related to stock-based benefit plans – net	47,091		(1,407)
Purchase of treasury stock	(239,320)		(383,886)
Dividends paid	(69,070)		(66,948)
Payments related to noncontrolling interest – net	—		(25,766)
Net cash used in financing activities	(857,252)		(946,295)
Net decrease in cash, cash equivalents, and restricted cash	(315,848)		(1,287,855)
Cash, cash equivalents, and restricted cash, beginning of period	1,398,550		1,684,412
Cash, cash equivalents, and restricted cash, end of period	$	1,082,702	$	396,557

See accompanying notes.

1. Significant Accounting Policies

Basis of Presentation

Our condensed consolidated financial statements include the accounts of Toll Brothers, Inc. (the “Company,” “we,” “us,” or “our”), a Delaware corporation, and its majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Investments in 50% or less owned partnerships and affiliates are accounted for using the equity method unless it is determined that we have effective control of the entity, in which case we would consolidate the entity.

Our unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The October 31, 2022 balance sheet amounts and disclosures have been derived from our October 31, 2022 audited financial statements. Since the condensed consolidated financial statements do not include all the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements, they should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2022 (“2022 Form 10-K”). In the opinion of management, the unaudited condensed consolidated financial statements include all recurring adjustments necessary to present fairly our financial position as of ~~January~~July 31, 2023; the results of our operations and changes in equity for the three-month and nine-month periods ended ~~January~~July 31, 2023 and 2022; and our cash flows for the ~~three-month~~nine-month periods ended ~~January~~July 31, 2023 and 2022. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in accordance with GAAP requires estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates and assumptions may prove to be incorrect for a variety of reasons, whether as a result of the risks and uncertainties our business is subject to or for other reasons. In times of economic disruption when uncertainty regarding future economic conditions is heightened, our estimates and assumptions are subject to greater variability. Actual results could differ from the estimates and assumptions we make and such differences may be material.

Home sales revenues: Revenues and cost of revenues from home sales are recognized at the time each home is delivered and title and possession are transferred to the buyer. For the majority of our home closings, our performance obligation to deliver a home is satisfied in less than one year from the date a binding sale agreement is signed. In certain states where we build, we are not able to complete certain outdoor features prior to the closing of the home. To the extent these separate performance obligations are not complete upon the home closing, we defer a portion of the home sales revenues related to these obligations and subsequently recognize the revenue upon completion of such obligations. As of ~~January~~July 31, 2023, the home sales revenues and related costs we deferred related to these obligations were immaterial. Our contract liabilities, consisting of deposits received from customers for sold but undelivered homes, totaled ~~$665.4~~$620.1 million and $680.6 million at ~~January~~July 31, 2023 and October 31, 2022, respectively. Of the outstanding customer deposits held as of October 31, 2022, we recognized ~~$122.9~~$150.4 million and $425.5 million in home sales revenues during the three months and nine months ended ~~January~~July 31, ~~2023.~~2023, respectively. Of the outstanding customer deposits held as of October 31, 2021, we recognized ~~$110.9~~$131.1 million and $374.8 million in home sales revenues during the three and nine months ended ~~January~~July 31, ~~2022.~~2022, respectively.

Land sales and other revenues: Our revenues from land sales and other generally consist of: (1) land sales to joint ventures in which we retain an interest; (2) lot sales to third-party builders within our master-planned communities; (3) bulk sales to third parties of land we have decided no longer meets our development criteria; and (4) sales of commercial and retail properties generally located at our high-rise urban luxury condominium buildings. In general, our performance obligation for each of these land sales is fulfilled upon the delivery of the land, which generally coincides with the receipt of cash consideration from the counterparty. For land sale transactions that contain repurchase options, revenues and related costs are not recognized until the repurchase option expires. In addition, when we sell land to a joint venture in which we retain an interest, we do not recognize revenue or gains on the sale to the extent of our retained interest in such joint venture.

Forfeited Customer Deposits: Forfeited customer deposits are recognized in “Home sales revenues” in our Condensed Consolidated Statements of Operations and Comprehensive Income in the period in which we determine that the customer will not complete the purchase of the home and we have the right to retain the deposit.

Sales Incentives: In order to promote sales of our homes, we may offer our home buyers sales incentives. These incentives vary by type of incentive and by amount on a community-by-community and home-by-home basis. Incentives are reflected as a reduction in home sales revenues. Incentives are recognized at the time the home is delivered to the home buyer and we receive the sales proceeds.

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04, “Reference Rate Reform (Topic 848),” as amended by ASU 2021-01 in January 2021 and ASU 2022-06 in December 2022 (“ASC 848”), directly addressing the effects of reference rate reform on financial reporting as a result of the cessation of the publication of certain London Interbank Offered Rate (“LIBOR”) rates beginning December 31, 2021. The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform by virtue of referencing LIBOR or another reference rate expected to be discontinued. This guidance became effective on March 12, 2020 and can be adopted no later than December 31, 2024, with early adoption permitted. We elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. We continue to evaluate the impact of the guidance on our consolidated financial statements and may apply other elections as applicable as additional changes in the market occur.

Certain prior period amounts have been reclassified to conform to the fiscal 2023 presentation.

In June 2022, we acquired substantially all of the assets and operations of a privately-held home builder with operations in San Antonio, Texas for approximately $48.1 million in cash. The assets acquired, which consisted of 16 communities, were primarily inventory, including approximately 450 home sites owned or controlled through land purchase agreements. This acquisition was accounted for as an asset acquisition and was not material to our results of operations or financial condition.

Inventory at ~~January~~July 31, 2023 and October 31, 2022 consisted of the following (amounts in thousands):


		January 31, 2023		October 31, 2022			July 31, 2023		October 31, 2022
Land controlled for future communities	Land controlled for future communities	$	229,844	$	240,751	Land controlled for future communities	$	193,051	$	240,751
Land owned for future communities	Land owned for future communities	850,056		808,851		Land owned for future communities	920,366		808,851
Operating communities	Operating communities	8,019,585		7,683,724		Operating communities	8,090,107		7,683,724
		$	9,099,485	$	8,733,326		$	9,203,524	$	8,733,326

Operating communities include communities offering homes for sale; communities that have sold all available home sites but have not completed delivery of the homes and communities preparing to open for sale. The carrying value attributable to operating communities includes the cost of homes under construction, land and land development costs, the carrying cost of home sites in current and future phases of these communities, and the carrying cost of model homes.

Backlog consists of homes under contract but not yet delivered to our home buyers (“backlog”).

The amounts we have provided for inventory impairment charges and the expensing of costs that we believe not to be recoverable, ~~for the periods indicated,~~and which are included in home sales cost of revenues, are shown in the table below (amounts in thousands):


		Three months ended January 31,			Three months ended July 31,						Nine months ended July 31,
			2023			2022			2023		2022		2023		2022
Land controlled for future communities	Land controlled for future communities		$	2,604		$	793	Land controlled for future communities	$	895	$	3,848	$	9,343	$	6,833
Land owned for future communities	Land owned for future communities		—			1,440		Land owned for future communities	369		2,400		694		3,840
Operating communities	Operating communities		5,400			—		Operating communities	2,100		—		12,400		—
			$	8,004		$	2,233		$	3,364	$	6,248	$	22,437	$	10,673

We have also recognized ~~$13.0~~$17.7 million of ~~land~~ impairment charges on land held for sale included in land sales and other cost of revenues during the ~~three-month~~nine-month period ended ~~January~~July 31, 2023. No ~~similar~~impairment charges were recognized in land sales and other

cost of revenues during the three-month period ended ~~January~~July 31, ~~2022.~~2023. We recognized $1.4 million and $6.6 million of similar charges during the three-month and nine-month periods ended July 31, 2022, respectively.

See Note ~~13,~~14, “Commitments and Contingencies,” for information regarding land purchase commitments.

At ~~January~~July 31, 2023, we evaluated our land purchase contracts, including those to acquire land for apartment developments, to determine whether any of the selling entities were variable interest entities (“VIEs”) and, if they were, whether we were the

primary beneficiary of any of them. Under these land purchase contracts, we do not possess legal title to the land; our risk is generally limited to deposits paid to the sellers and predevelopment costs incurred; and the creditors of the sellers generally have no recourse against us. At ~~January~~July 31, 2023, we determined that ~~228~~247 land purchase contracts, with an aggregate purchase price of ~~$3.67~~$3.78 billion, on which we had made aggregate deposits totaling ~~$408.9~~$413.3 million, were VIEs, and that we were not the primary beneficiary of any VIE related to our land purchase contracts. At October 31, 2022, we determined that 237 land purchase contracts, with an aggregate purchase price of $3.89 billion, on which we had made aggregate deposits totaling $417.6 million, were VIEs and that we were not the primary beneficiary of any VIE related to our land purchase contracts.

Interest incurred, capitalized, and expensed, for the periods indicated, ~~was~~were as follows (amounts in thousands):

During the three months ended January 31, 2023 and 2022, we recognized approximately $(3.8) million and $274,000 of net (gains) losses related to our interest rate swaps which is included in accumulated other comprehensive income, respectively, and approximately $(362,000) and $76,000 of net (gains) losses were reclassified out of accumulated other comprehensive income to home sales cost of revenues, respectively.

3.4. Investments in Unconsolidated Entities

We have investments in various unconsolidated entities and our ownership interest in these investments ranges from 5.0% to 50%. These entities are structured as joint ventures and either: (i) develop land for the joint venture participants and for sale to outside builders (“Land Development Joint Ventures”); (ii) develop for-sale homes (“Home Building Joint Ventures”); (iii) develop luxury for-rent residential apartments and single family homes, commercial space, and a hotel (“Rental Property Joint Ventures”); or (iv) provide financing and land banking to residential builders and developers for the acquisition and development of land and home sites (“Gibraltar Joint Ventures”).

The table below provides information as of ~~January~~July 31, 2023, regarding active joint ventures that we are invested in, by joint venture category ($ amounts in thousands):


		Land Development Joint Ventures		Home Building Joint Ventures		Rental Property Joint Ventures		Gibraltar Joint Ventures		Total			Land Development Joint Ventures		Home Building Joint Ventures		Rental Property Joint Ventures		Gibraltar Joint Ventures		Total
Number of unconsolidated entities	Number of unconsolidated entities	16		3		42		4		65		Number of unconsolidated entities	16		3		43		3		65
Investment in unconsolidated entities (1)	Investment in unconsolidated entities (1)	$	355,513	$	66,555	$	469,358	$	17,523	$	908,949	Investment in unconsolidated entities (1)	$	346,404	$	66,367	$	479,083	$	8,509	$	900,363
Number of unconsolidated entities with funding commitments by the Company	Number of unconsolidated entities with funding commitments by the Company	10		1		20		1		32		Number of unconsolidated entities with funding commitments by the Company	9		—		23		1		33
Company’s remaining funding commitment to unconsolidated entities (2)	Company’s remaining funding commitment to unconsolidated entities (2)	$	218,343	$	1,255	$	76,914	$	11,791	$	308,303	Company’s remaining funding commitment to unconsolidated entities (2)	$	209,064	$	—	$	124,166	$	12,148	$	345,378

(1) Our total investment includes ~~$103.2~~$101.1 million related to 1311 unconsolidated joint venture-related variable interests in VIEs and our maximum exposure to losses related to these VIEs is approximately ~~$199.0~~$202.9 million as of ~~January~~July 31, 2023. Our ownership interest in such unconsolidated Joint Venture VIEs ranges from 20% to 50%.

(2) Our remaining funding commitment includes approximately ~~$104.0~~$107.9 million related to our unconsolidated joint venture-related variable interests in VIEs.

The table below provides information as of October 31, 2022, regarding active joint ventures that we are invested in, by joint venture category ($ amounts in thousands):


	Land Development Joint Ventures		Home Building Joint Ventures		Rental Property Joint Ventures		Gibraltar Joint Ventures		Total
Number of unconsolidated entities	15		3		41		4		63
Investment in unconsolidated entities (1)	$	343,314	$	49,385	$	441,399	$	18,216	$	852,314
Number of unconsolidated entities with funding commitments by the Company	9		1		18		1		29
Company’s remaining funding commitment to unconsolidated entities (2)	$	180,812	$	20,072	$	90,900	$	12,533	$	304,317

(1) Our total investment includes $100.2 million related to 13 unconsolidated joint venture-related variable interests in VIEs and our maximum exposure to losses related to these VIEs is approximately $200.0 million as of October 31, 2022. Our ownership interest in such unconsolidated Joint Venture VIEs ranges from 20% to 50%.

(2) Our remaining funding commitment includes approximately $105.0 million related to our unconsolidated joint venture-related variable interests in VIEs.

Certain joint ventures in which we have investments obtained debt financing to finance a portion of their activities. The table below provides information at ~~January~~July 31, 2023, regarding the debt financing obtained by category ($ amounts in thousands):


		Land Development Joint Ventures		Home Building Joint Ventures		Rental Property Joint Ventures		Total			Land Development Joint Ventures		Home Building Joint Ventures		Rental Property Joint Ventures		Total
Number of joint ventures with debt financing	Number of joint ventures with debt financing	11		2		37		50		Number of joint ventures with debt financing	11		2		40		53
Aggregate loan commitments	Aggregate loan commitments	$	576,959	$	219,650	$	3,502,133	$	4,298,742	Aggregate loan commitments	$	576,938	$	219,650	$	3,637,428	$	4,434,016
Amounts borrowed under loan commitments	Amounts borrowed under loan commitments	$	467,999	$	40,355	$	1,923,967	$	2,432,321	Amounts borrowed under loan commitments	$	394,033	$	103,271	$	2,100,888	$	2,598,192

The table below provides information at October 31, 2022, regarding the debt financing obtained by category ($ amounts in thousands):


	Land Development Joint Ventures		Home Building Joint Ventures		Rental Property Joint Ventures		Total
Number of joint ventures with debt financing	10		2		35		47
Aggregate loan commitments	$	557,185	$	219,650	$	3,317,261	$	4,094,096
Amounts borrowed under loan commitments	$	444,306	$	17,583	$	1,774,567	$	2,236,456

More specific and/or recent information regarding our investments in, advances to, and future commitments to these entities is provided below.

The table below provides information on joint ventures entered into during the ~~three-months~~nine-months ended ~~January~~July 31, 2023 ($ amounts in thousands):


		Land Development Joint Ventures		Rental Property Joint Ventures			Land Development Joint Ventures		Home Building Joint Ventures		Rental Property Joint Ventures
Number of unconsolidated joint ventures entered into during the period	Number of unconsolidated joint ventures entered into during the period	1		1		Number of unconsolidated joint ventures entered into during the period	1		—		3
Investment balance at January 31, 2023		$	8,676	$	3,215

Investment balance at July 31, 2023						Investment balance at July 31, 2023	$	12,808	$	—	$	7,096
Number of consolidated joint ventures entered into during the period						Number of consolidated joint ventures entered into during the period	—		1		1
Carrying value of consolidated joint ventures’ assets at July 31, 2023						Carrying value of consolidated joint ventures’ assets at July 31, 2023	$	—	$	5,000	$	10,604
Noncontrolling interests in consolidated joint ventures at July 31, 2023						Noncontrolling interests in consolidated joint ventures at July 31, 2023	$	—	$	835	$	2,651

The table below provides information on joint ventures entered into during the ~~three-months~~nine-months ended ~~January~~July 31, 2022 ($ amounts in thousands):
Land Development Joint Ventures Rental Property Joint Ventures Gibraltar Joint Ventures
Number of unconsolidated joint ventures entered into during the period 2 4 1
Investment balance at January 31, 2022 $ 13,557 $ 47,569 $ 1,641


	Land Development Joint Ventures		Rental Property Joint Ventures		Gibraltar Joint Ventures
Number of unconsolidated joint ventures entered into during the period	3		11		1
Investment balance at July 31, 2022	$	44,500	$	118,600	$	2,400

Results of Operations and Intra-entity Transactions

From time to time, certain of our land development and rental property joint ventures sell assets to unrelated parties or to our joint venture partners. In ~~connection with these sales,~~ the three and nine-month periods ended July 31, 2023, one of our joint ventures sold its assets and we recognized ~~a gain of $21.0~~$35.0 million in “Income from unconsolidated entities” on our Condensed Consolidated Statements of Operations and Comprehensive Income. In the ~~three-month~~nine-month period ended ~~January~~July 31, ~~2022. No similar gains were~~2022, one of our joint ventures sold its assets and we recognized ~~in the three-month period ended January 31, 2023. These gains are included~~$21.0 million in “Income from unconsolidated entities” on our Condensed Consolidated Statements of Operations and Comprehensive Income.

~~There were no other-than-temporary impairment charges recognized during~~In the three-month periods ended ~~January~~July 31, ~~2023 and 2022.~~

~~In our first quarters of fiscal~~ 2023 and 2022, we purchased land from unconsolidated entities, principally related to our acquisition of lots from our Land Development Joint Ventures, totaling ~~$16.7~~$25.7 million and ~~$23.8~~$2.4 million, respectively. In the nine-month periods ended July 31, 2023 and 2022, we purchased land from unconsolidated entities, principally related to our acquisition of lots from our Land Development Joint Ventures, totaling $94.8 million and $40.3 million, respectively. Our share of income from the lots we acquired was insignificant in each period. WeIn the three-month period ended July 31, 2022, we sold land to unconsolidated entities, which principally involved land sales to our Rental Property Joint Ventures, totaling $159.7 million. No similar land sales to our Rental Property Joint Ventures occurred during the the three months ended July 31, 2023. In the nine-month periods ended July 31, 2023 and 2022, we sold land to unconsolidated entities, which principally involved land sales to our Rental Property Joint Ventures, totaling $8.2 million and ~~$78.0~~$311.5 million, i~~n our first quarters of fiscal 2023 and 2022~~, respectively. These amounts are included in “Land sales and other revenue” on our Condensed Consolidated Statements of Operations and Comprehensive Income and are generally sold at or near our land basis.

The unconsolidated entities in which we have investments generally finance their activities with a combination of partner equity and debt financing. In some instances, we have guaranteed portions of the debt of unconsolidated entities. These guarantees may include any or all of the following: (i) project completion guarantees, including any cost overruns; (ii) repayment guarantees, generally covering a percentage of the outstanding loan; (iii) carry cost guarantees, which cover costs such as interest, real estate taxes, and insurance; (iv) an environmental indemnity provided to the lender that holds the lender harmless from and against losses arising from the discharge of hazardous materials from the property and non-compliance with applicable environmental laws; and (v) indemnification of the lender from “bad boy acts” of the unconsolidated entity or its partners.

In some instances, we and our joint venture partner have provided joint and several guarantees in connection with loans to unconsolidated entities. In these situations, we generally seek to implement a reimbursement agreement with our partner that provides that neither party is responsible for more than its proportionate share or agreed upon share of the guarantee; however, we are not always successful. In addition, if the joint venture partner does not have adequate financial resources to meet its obligations under such a reimbursement agreement, we may be liable for more than our proportionate share.

We believe that, as of ~~January~~July 31, 2023, in the event we become legally obligated to perform under a guarantee of an obligation of an unconsolidated entity due to a triggering event, the collateral in such entity should be sufficient to repay a significant portion of the obligation. If it is not, we and our partners would need to contribute additional capital to the venture.

Information with respect to certain of the Company’s unconsolidated entities’ outstanding debt obligations, loan commitments and our guarantees thereon are as follows ($ amounts in thousands):


		January 31, 2023		October 31, 2022			July 31, 2023		October 31, 2022
Loan commitments in the aggregate	Loan commitments in the aggregate	$	3,044,300	$	2,858,800	Loan commitments in the aggregate	$	3,180,600	$	2,858,800
Our maximum estimated exposure under repayment and carry cost guarantees if the full amount of the debt obligations were borrowed (1)	Our maximum estimated exposure under repayment and carry cost guarantees if the full amount of the debt obligations were borrowed (1)	$	627,300	$	597,800	Our maximum estimated exposure under repayment and carry cost guarantees if the full amount of the debt obligations were borrowed (1)	$	642,200	$	597,800

Debt obligations borrowed in the aggregate	Debt obligations borrowed in the aggregate	$	1,288,500	$	1,110,900	Debt obligations borrowed in the aggregate	$	1,505,900	$	1,110,900
Our maximum estimated exposure under repayment and carry cost guarantees of the debt obligations borrowed	Our maximum estimated exposure under repayment and carry cost guarantees of the debt obligations borrowed	$	418,800	$	390,500	Our maximum estimated exposure under repayment and carry cost guarantees of the debt obligations borrowed	$	509,800	$	390,500

Estimated fair value of guarantees provided by us related to debt and other obligations	Estimated fair value of guarantees provided by us related to debt and other obligations	$	18,200	$	16,900	Estimated fair value of guarantees provided by us related to debt and other obligations	$	18,500	$	16,900
Terms of guarantees	Terms of guarantees	1 month - 4.0 years		1 month - 3.7 years		Terms of guarantees	1 month - 3.9 years		1 month - 3.7 years

(1) At ~~January~~July 31, 2023 and October 31, 2022, our maximum estimated exposure under repayment and carry cost guarantees includes approximately $95.0 million ~~and $95.0 million, respectively,~~ related to our unconsolidated Joint Venture VIEs.

The maximum exposure estimates presented above do not take into account any recoveries from the underlying collateral or any reimbursement from our partners. In addition, they do not include any potential exposures related to project completion guarantees or the indemnities noted above, which are not estimable. We have not made payments under any of the outstanding guarantees, nor have we been called upon to do so.

Variable Interest Entities

We have both unconsolidated and consolidated joint venture-related variable interests in VIEs. Information regarding our involvement in unconsolidated joint-venture related variable interests in VIEs has been disclosed throughout information presented above.

The table below provides information as of ~~January~~July 31, 2023 and October 31, 2022, regarding our consolidated joint venture-related variable interests in VIEs ($ amounts in thousands):

Our ownership interest in the above consolidated Joint Venture VIEs ranges from ~~80%~~75% to 98%.

As shown above, we are the primary beneficiary of certain VIEs due to our controlling financial interest in such ventures as we have the power to direct the activities that most significantly impact the joint ventures’ performance and the obligation to absorb expected losses or receive benefits from the joint ventures. The assets of these VIEs can only be used to settle the obligations of the VIEs. In addition, in certain of the joint ventures, in the event additional contributions are required to be funded to the joint ventures prior to the admission of any additional investor at a future date, we will fund 100% of such contributions, including our partner’s pro rata share, which we expect would be funded through an interest-bearing loan. For other VIEs, we are not the primary beneficiary because the power to direct the activities of such VIEs that most significantly impact their performance was either shared by us and such ~~VIEs’~~VIE’s other partners or such activities were controlled by our partner. For VIEs where the power to direct significant activities is shared, business plans, budgets, and other major decisions are required to be unanimously approved by all partners. Management and other fees earned by us are nominal and believed to be at market rates, and there is no significant economic disproportionality between us and other partners.

Joint Venture Condensed Combined Financial Information

The Condensed Combined Balance Sheets, as of the dates indicated, and the Condensed Combined Statements of Operations, for the periods indicated, for the unconsolidated entities in which we have an investment are included below (in thousands):

Condensed Combined Balance Sheets:


		January 31, 2023		October 31, 2022			July 31, 2023		October 31, 2022
Cash and cash equivalents	Cash and cash equivalents	$	245,014	$	254,884	Cash and cash equivalents	$	155,474	$	254,884
Inventory	Inventory	1,311,563		1,256,215		Inventory	1,316,961		1,256,215
Loans receivable – net	Loans receivable – net	48,342		48,217		Loans receivable – net	17,024		48,217
Rental properties	Rental properties	1,795,600		1,702,690		Rental properties	2,045,502		1,702,690
Rental properties under development	Rental properties under development	1,498,838		1,413,607		Rental properties under development	1,571,296		1,413,607
Other assets	Other assets	361,197		305,250		Other assets	384,604		305,250
Total assets	Total assets	$	5,260,554	$	4,980,863	Total assets	$	5,490,861	$	4,980,863
Debt – net of deferred financing costs	Debt – net of deferred financing costs	$	2,421,511	$	2,248,754	Debt – net of deferred financing costs	$	2,590,381	$	2,248,754
Other liabilities	Other liabilities	393,811		399,818		Other liabilities	469,411		399,818
Partners’ equity	Partners’ equity	2,445,232		2,332,291		Partners’ equity	2,431,069		2,332,291
Total liabilities and equity	Total liabilities and equity	$	5,260,554	$	4,980,863	Total liabilities and equity	$	5,490,861	$	4,980,863
Company’s net investment in unconsolidated entities (1)	Company’s net investment in unconsolidated entities (1)	$	908,949	$	852,314	Company’s net investment in unconsolidated entities (1)	$	900,363	$	852,314

(1) Our underlying equity in the net assets of the unconsolidated entities was less than our net investment in unconsolidated entities by ~~$17.5~~$28.4 million and $18.5 million as of ~~January~~July 31, 2023 and October 31, 2022, respectively, and these differences are primarily a result of ~~unrealized gains on our retained joint venture interests;~~ distributions from entities in excess of the carrying amount of our net investment; unrealized gains on our retained joint venture interests; interest capitalized on our investments; other than temporary impairments we have recognized; gains recognized from the sale of our ownership interests; and the estimated fair value of the guarantees provided to the joint ventures.

Condensed Combined Statements of Operations:


		Three months ended January 31,			Three months ended July 31,						Nine months ended July 31,
			2023			2022			2023		2022		2023		2022
Revenues	Revenues		$	109,270		$	155,752	Revenues	$	186,669	$	114,542	$	429,647	$	401,065
Cost of revenues	Cost of revenues		59,353			108,483		Cost of revenues	124,414		60,566		266,593		256,256
Other expenses	Other expenses		63,074			43,603		Other expenses	67,195		45,967		187,336		128,742
Total expenses	Total expenses		122,427			152,086		Total expenses	191,609		106,533		453,929		384,998
Loss on disposition of loans and real estate owned	Loss on disposition of loans and real estate owned		—			(113)		Loss on disposition of loans and real estate owned	—		—		—		(113)
(Loss) income from operations	(Loss) income from operations		(13,157)			3,553		(Loss) income from operations	(4,940)		8,009		(24,282)		15,954
Other (loss) income (2)			(1,356)			33,347
(Loss) income before income taxes			(14,513)			36,900
Income tax (benefit) expense			(18)			83
Net (loss) income			(14,495)			36,817
Other income (2)								Other income (2)	79,857		3,919		76,251		44,156
Income before income taxes								Income before income taxes	74,917		11,928		51,969		60,110
Income tax expense								Income tax expense	1,195		37		1,030		194
Net income								Net income	73,722		11,891		50,939		59,916

Company’s (loss) income from unconsolidated entities (3)			$	(4,433)		$	22,037
Company’s income from unconsolidated entities (3)								Company’s income from unconsolidated entities (3)	$	30,548	$	2,984	$	20,813	$	27,954

(2) The three and nine months ~~ending January~~ended July 31, 2023 includes gains of $78.8 million related to the sale of assets by one of our Rental Property Joint Ventures. The nine months ended July 31, 2022 includes gains of $29.9 million related to the sale of ~~an asset~~assets by one of our Rental Property Joint ~~Venture.~~Ventures.

(3) Differences between our (loss) income from unconsolidated entities and the underlying net (loss) income of the entities are primarily a result of distributions from entities in excess of the carrying amount of our investment; promote earned on the gains recognized by joint ventures and those promoted cash flows being distributed; other than temporary impairments we have recognized; recoveries of previously incurred charges; unrealized gains on our retained joint venture interests; gains recognized from the sale of our investment to our joint venture partner; and our share of the entities’ profits related to home sites purchased by us which reduces our cost basis of the home sites acquired.

5. Receivables, Prepaid Expenses, and Other Assets

Receivables, prepaid expenses, and other assets at ~~January~~July 31, 2023 and October 31, 2022, consisted of the following (amounts in thousands):


		January 31, 2023		October 31, 2022			July 31, 2023		October 31, 2022
Expected recoveries from insurance carriers and others	Expected recoveries from insurance carriers and others	$	36,654	$	41,527	Expected recoveries from insurance carriers and others	$	34,840	$	41,527
Improvement cost receivable	Improvement cost receivable	61,236		60,812		Improvement cost receivable	54,582		60,812
Escrow cash held by our wholly owned captive title company	Escrow cash held by our wholly owned captive title company	47,274		51,796		Escrow cash held by our wholly owned captive title company	49,333		51,796
Properties held for rental apartment and commercial development	Properties held for rental apartment and commercial development	230,691		224,593		Properties held for rental apartment and commercial development	289,802		224,593
Prepaid expenses	Prepaid expenses	35,396		44,307		Prepaid expenses	34,005		44,307
Right-of-use asset	Right-of-use asset	121,381		116,660		Right-of-use asset	120,819		116,660
Derivative assets	Derivative assets	40,298		71,929		Derivative assets	39,632		71,929
Other	Other	102,732		135,604		Other	116,553		135,604
		$	675,662	$	747,228		$	739,566	$	747,228

5.6. Loans Payable, Senior Notes, and Mortgage Company Loan Facility

Loans Payable

At ~~January~~July 31, 2023 and October 31, 2022, loans payable consisted of the following (amounts in thousands):


		January 31, 2023		October 31, 2022			July 31, 2023		October 31, 2022
Senior unsecured term loan	Senior unsecured term loan	$	650,000	$	650,000	Senior unsecured term loan	$	650,000	$	650,000

Loans payable – other	Loans payable – other	497,284		537,043		Loans payable – other	516,616		537,043
Deferred issuance costs	Deferred issuance costs	(1,638)		(1,768)		Deferred issuance costs	(3,500)		(1,768)
		$	1,145,646	$	1,185,275		$	1,163,116	$	1,185,275

Senior Unsecured Term Loan

We are party to a $650.0 million senior unsecured term loan facility (the “Term Loan Facility”) with a syndicate of banks. On October 31, 2021, we entered into term loan extension agreements to extend the maturity date of $548.4 million of outstanding term loans from November 1, 2025 to November 1, 2026, with the remainder of the term loans remaining due November 1, 2025. At January 31, 2023, other than $101.6 million of term loans that were scheduled to mature on November 1, 2025, there were no payments required before the final maturity date on the Term Loan Facility. At January 31, 2023, the interest rate on the Term Loan Facility was 5.37% per annum. We and substantially all of our 100%-owned home building subsidiaries are guarantors under the Term Loan Facility. The Term Loan Facility contains substantially the same financial covenants as the Revolving Credit Facility described below.

On February 14, 2023, we entered into an amendment to the Term Loan Facility to extend the maturity date of $487.5 million of outstanding term loans to February 14, 2028, with $60.9 million due on November 1, 2026 and the remaining $101.6 million due on November 1, 2025. In addition, this amendment replaced the LIBOR-based interest rate provisions applicable to borrowings under the Term Loan Facility with Secured Overnight Financing Rate (“SOFR”)-based interest rate provisions. At July 31, 2023, other than $101.6 million of term loans scheduled to mature on November 1, 2025 and the $60.9 million scheduled to mature on November 1, 2026, there were no payments required before the final maturity date on the Term Loan Facility. At July 31, 2023, the interest rate on the Term Loan Facility was 6.20% per annum. Toll Brothers, Inc. and substantially all of its 100%-owned home building subsidiaries are guarantors under the Term Loan Facility. The Term Loan Facility contains substantially the same financial covenants as the New Revolving Credit Facility described below.

In November 2020, we entered into five interest rate swap transactions to hedge $400.0 million of the Term Loan Facility. The interest rate swaps effectively fix the interest cost on the $400.0 million at 0.369% plus the spread set forth in the pricing schedule in the Term Loan Facility through October 2025. The spread at ~~January~~July 31, 2023 was ~~0.80%~~1.15%. These interest rate swaps were designated as cash flow hedges.

Revolving Credit Facility

~~At January 31,~~On February 14, 2023, we ~~had~~entered into a new five-year $1.905 billion senior unsecured revolving credit facility (the ~~“Revolving~~“New Revolving Credit Facility”) with a syndicate of ~~banks. On October 31, 2021, we entered into extension letter agreements which extended the maturity date of $1.78 billion of the revolving loans and commitments under the~~banks that is scheduled to mature on February 14, 2028. The New Revolving Credit Facility ~~from November 1, 2025 to November 1, 2026,~~replaced our existing $1.905 billion revolving credit facility, which was terminated in connection with the ~~remainder~~execution of the new agreement. The New Revolving Credit Facility provides us with a committed borrowing capacity of $1.905 billion, which we have the ability to increase up to $3.00 billion with the consent of lenders. The terms of the New Revolving Credit Facility are substantially the same as the prior revolving ~~loans and commitments terminating on November 1, 2025. We~~credit facility, except that the LIBOR-based interest rate provisions have been replaced with SOFR-based provisions. Toll Brothers, Inc. and substantially all of ~~our~~its 100%-owned home building subsidiaries ~~were~~are guarantors of the borrower’s obligations under the New Revolving Credit Facility.

Under the terms of the New Revolving Credit Facility, at ~~January~~July 31, 2023, our maximum leverage ratio, as defined, was not permitted to exceed 1.75 to 1.00, and we were required to maintain a minimum tangible net worth, as defined, of no less than approximately ~~$4.00~~$4.10 billion. Under the terms of the New Revolving Credit Facility, at ~~January~~July 31, 2023, our leverage ratio was approximately ~~0.38~~0.28 to 1.00, and our tangible net worth was approximately ~~$6.15~~$6.64 billion. Based upon the terms of the New Revolving Credit Facility, our ability to repurchase our common stock was limited to approximately ~~$3.55~~$3.70 billion as of ~~January~~July 31, 2023. In addition, under the provisions of the New Revolving Credit Facility, our ability to pay cash dividends was limited to approximately ~~$2.15~~$2.54 billion as of ~~January~~July 31, 2023.

At ~~January~~July 31, 2023, we had no outstanding borrowings under the New Revolving Credit Facility and had approximately ~~$120.4~~$121.0 million of outstanding letters of credit that were issued under the New Revolving Credit Facility. At ~~January~~July 31, 2023, the interest rate on outstanding borrowings under the New Revolving Credit Facility would have been ~~5.67%~~6.35% per annum.

On February 14, 2023, we entered into a new five-year senior unsecured revolving credit facility with a syndicate of banks that is scheduled to terminate on February 14, 2028. The new agreement provides for a revolving credit facility with committed borrowing capacity of $1.905 billion. The terms of the new credit facility are substantially the same as those of the Revolving Credit Facility, except that the LIBOR-based interest rate provisions have been replaced with SOFR-based provisions. As with the Revolving Credit Facility, Toll Brothers, Inc. and substantially all of its home building subsidiaries are guarantors of the borrower’s obligations under the new credit facility. In connection with the execution of the new revolving credit facility, the Revolving Credit Facility was terminated.

Loans Payable – Other

“Loans payable – other” primarily represents purchase money mortgages on properties we acquired that the seller had financed, project-level financing, and various revenue bonds that were issued by government entities on our behalf to finance community infrastructure and our manufacturing facilities. At ~~January~~July 31, 2023, the weighted-average interest rate on “Loans payable – other” was ~~4.19%~~4.98% per annum.

Senior Notes

At ~~January~~July 31, 2023, we had ~~five~~four issues of senior notes outstanding with an aggregate principal amount of ~~$2.00~~$1.60 billion.

In our second quarter of fiscal 2023, we redeemed all $400.0 million principal amount of 4.375% Senior Notes due April 15, 2023, at par, plus accrued interest.

In our first quarter of fiscal 2022, we redeemed the remaining $409.9 million principal amount of 5.875% Senior Notes due February 15, 2022, at par, plus accrued interest.

Mortgage Company Loan Facility

Toll Brothers Mortgage Company (“TBMC”), our wholly owned mortgage subsidiary, has a mortgage warehousing agreement (the “Warehousing Agreement”) with a bank, which has been amended from time to time, to finance the origination of mortgage loans by TBMC. The Warehousing Agreement is accounted for as a secured borrowing under ASC 860, “Transfers and Servicing.” The Warehousing Agreement provides for loan purchases up to $75.0 million, subject to certain sublimits. In addition, the Warehousing Agreement provides for an accordion feature under which TBMC may request that the aggregate commitments under the Warehousing Agreement be increased to an amount up to $150.0 million for a short period of time. In ~~April 2022,~~March 2023, the Warehousing Agreement was amended ~~and restated~~ to extend the expiration date to March ~~31, 2023~~30, 2024 and borrowings thereunder bear interest at ~~the Bloomberg Short-Term Bank Yield Index Rate (“BSBY”)~~BSBY plus 1.75% per annum (with a BSBY floor of 0.50%). At ~~January~~July 31, 2023, the interest rate on the Warehousing Agreement was ~~6.26%~~7.12% per annum.

7. Accrued Expenses

Accrued expenses at ~~January~~July 31, 2023 and October 31, 2022 consisted of the following (amounts in thousands):


		January 31, 2023		October 31, 2022			July 31, 2023		October 31, 2022
Land, land development, and construction	Land, land development, and construction	$	352,549	$	334,975	Land, land development, and construction	$	549,121	$	334,975
Compensation and employee benefits	Compensation and employee benefits	147,807		223,609		Compensation and employee benefits	175,906		223,609
Escrow liability associated with our wholly owned captive title company	Escrow liability associated with our wholly owned captive title company	40,965		44,115		Escrow liability associated with our wholly owned captive title company	43,923		44,115
Self-insurance	Self-insurance	251,529		251,576		Self-insurance	240,000		251,576
Warranty	Warranty	156,895		164,409		Warranty	145,451		164,409
Lease liabilities	Lease liabilities	143,714		139,664		Lease liabilities	145,016		139,664
Deferred income	Deferred income	46,540		50,973		Deferred income	50,771		50,973
Interest	Interest	34,654		31,988		Interest	31,044		31,988
Commitments to unconsolidated entities	Commitments to unconsolidated entities	28,276		26,905		Commitments to unconsolidated entities	29,545		26,905

Other	Other	47,617		77,773		Other	46,729		77,773
		$	1,250,546	$	1,345,987		$	1,457,506	$	1,345,987

The table below provides, for the periods indicated, a reconciliation of the changes in our warranty accrual (amounts in thousands):


		Three months ended January 31,			Three months ended July 31,						Nine months ended July 31,
			2023			2022			2023		2022		2023		2022
Balance, beginning of period	Balance, beginning of period		$	164,409		$	145,062	Balance, beginning of period	$	149,395	$	143,991	$	164,409	$	145,062
Additions – homes closed during the period	Additions – homes closed during the period		7,186			9,455		Additions – homes closed during the period	12,395		15,598		29,666		38,798

Addition – liabilities assumed in a business acquisition								Addition – liabilities assumed in a business acquisition	—		150		—		150
Change in accruals for homes closed in prior years – net	Change in accruals for homes closed in prior years – net		2,096			2,957		Change in accruals for homes closed in prior years – net	3,995		3,315		6,018		6,987

Charges incurred	Charges incurred		(16,796)			(14,431)		Charges incurred	(20,334)		(18,423)		(54,642)		(46,366)
Balance, end of period	Balance, end of period		$	156,895		$	143,043	Balance, end of period	$	145,451	$	144,631	$	145,451	$	144,631

Since fiscal 2014, we have received water intrusion claims from owners of homes built since 2002 in communities located in Pennsylvania and Delaware. Our recorded estimated repair costs to resolve these claims were approximately ~~$45.6~~$42.6 million at ~~January~~July 31, 2023 and $46.9 million at October 31, 2022, and are included in the Warranty accrued expense above. We continue

to perform review procedures to assess, among other things, the number of affected homes, whether repairs are likely to be required, and the extent of such repairs.

Our review process, conducted quarterly, includes an analysis of many factors to determine whether a claim is likely to be received and the estimated costs to resolve any such claim, including: the closing dates of the homes; the number of claims received; our inspection of homes; an estimate of the number of homes we expect to repair; the type and cost of repairs that have been performed in each community; the estimated costs to remediate pending and future claims; the expected recovery from our insurance carriers and suppliers; and the previously recorded amounts related to these claims. We also monitor legal developments relating to these types of claims and review the volume, relative merits and adjudication of claims in litigation or arbitration. Our review process includes a number of estimates that are based on assumptions with uncertain outcomes. Due to the degree of judgment required in making these estimates and the inherent uncertainty in potential outcomes, it is reasonably possible that our actual costs and recoveries could differ from those recorded and such differences could be material. In addition, due to such uncertainty, we are unable to estimate the range of any such differences.

7.8. Income Taxes

We recorded income tax provisions of ~~$62.3~~$138.2 million and ~~$48.9~~$92.5 million for the three months ended ~~January~~July 31, 2023 and 2022, respectively. The effective tax rate was ~~24.5%~~25.0% for the three months ended ~~January~~July 31, 2023, compared to ~~24.4%~~25.3% for the three months ended ~~January~~July 31, 2022. We recorded income tax provisions of $310.9 million and $216.6 million for the nine months ended July 31, 2023 and 2022, respectively. The effective tax rate was 25.1% for the nine months ended July 31, 2023, compared to 25.1% for the nine months ended July 31, 2022. The income tax provisions for all periods included the provision for state income taxes, interest accrued on anticipated tax assessments, ~~and~~ excess tax benefits related to stock-based ~~compensation.~~compensation, federal energy efficient home credits and other permanent differences.

We are subject to state tax in the jurisdictions in which we operate. We estimate our state tax liability based upon the individual taxing authorities’ regulations, estimates of income by taxing jurisdiction, and our ability to utilize certain tax-saving strategies. Based on our estimate of the allocation of income or loss among the various taxing jurisdictions and changes in tax regulations and their impact on our tax strategies, we estimate that our state income tax rate for the full fiscal year 2023 will be approximately 5.7%. Our state income tax rate for the full fiscal year 2022 was 5.6%.

At ~~January~~July 31, 2023, we had ~~$5.3~~$5.8 million of gross unrecognized tax benefits, including interest and penalties. If these unrecognized tax benefits were to reverse in the future, they would have a beneficial impact on our effective tax rate at that time. During the next 12 months, it is reasonably possible that our unrecognized tax benefits will change, but we are not able to provide a range of such change. The possible changes would be principally due to the expiration of tax statutes, settlements with taxing jurisdictions, increases due to new tax positions taken, and the accrual of estimated interest and penalties.

8.9. Stock-Based Benefit Plans

We grant stock options and various types of restricted stock units to our employees and our non-employee directors. Additionally, we have an employee stock purchase plan that allows employees to purchase our stock at a discount. Information regarding the amount of total stock-based compensation expense and tax benefit recognized by us, for the periods indicated, is as follows (amounts in thousands):


		Three months ended January 31,			Three months ended July 31,						Nine months ended July 31,
			2023			2022			2023		2022		2023		2022
Total stock-based compensation expense recognized	Total stock-based compensation expense recognized		$	14,384		$	13,615	Total stock-based compensation expense recognized	$	4,265	$	2,238	$	21,290	$	19,258
Income tax benefit recognized	Income tax benefit recognized		$	3,638		$	3,413	Income tax benefit recognized	$	1,076	$	622	$	5,380	$	4,890

At ~~January~~July 31, 2023 and October 31, 2022, the aggregate unamortized value of unvested stock-based compensation awards was approximately ~~$25.7~~$26.7 million and $15.5 million, respectively.

9.10. Stockholders’ Equity

Stock Repurchase Program

From time to time since fiscal 2017, our Board of Directors has renewed its authorization to repurchase up to 20 million shares of our common stock in open market transactions, privately negotiated transactions (including accelerated share repurchases), issuer tender offers or other financial arrangements or transactions. Most recently, on May 17, 2022, our Board of Directors renewed its authorization to repurchase 20 million shares of our common stock. Shares may be repurchased for general corporate purposes, including to obtain shares for the Company’s equity awards and other employee benefit plans. The Board of Directors did not fix any expiration date for this repurchase program.

The table below provides, for the periods indicated, information about our share repurchase programs:


		Three months ended January 31,			Three months ended July 31,						Nine months ended July 31,
			2023			2022			2023			2022		2023		2022
Number of shares purchased (in thousands)	Number of shares purchased (in thousands)		187			3,013		Number of shares purchased (in thousands)	1,931			2,038		3,561		7,257
Average price per share(1)	Average price per share(1)		$	49.95		$	61.65	Average price per share(1)	$	76.26		$	44.93	$	67.53	$	52.90
Remaining authorization at January 31 (in thousands)			14,389			9,550
Remaining authorization at July 31 (in thousands)								Remaining authorization at July 31 (in thousands)	11,016			18,319		11,016		18,319

(1) Average price per share includes costs associated with the purchases. For the fiscal 2023 periods, it also includes the excise tax accrued on our share repurchases as a result of the Inflation Reduction Act of 2022.

Cash Dividends

On March 9, 2023, our Board of Directors approved an increase in our quarterly cash dividend from $0.20 per share to $0.21 per share, which was previously increased from $0.17 to $0.20 in March 2022. During the three ~~months~~month periods ended ~~January~~July 31, 2023 and 2022, we declared and paid cash dividends of ~~$0.20~~$0.21 and ~~$0.17~~$0.20 per share, respectively, to our shareholders. During the nine months ended July 31, 2023 and 2022, we declared and paid cash dividends of $0.62 and $0.57 per share, respectively, to our shareholders.

Accumulated Other Comprehensive Income (Loss)

The changes in each component of accumulated other comprehensive income (loss) (“AOCI”), for the periods indicated, were as follows (amounts in thousands):


		Three months ended January 31,			Three months ended July 31,						Nine months ended July 31,
			2023			2022			2023		2022		2023		2022
Employee Retirement Plans	Employee Retirement Plans							Employee Retirement Plans
Beginning balance	Beginning balance		$	2,475		$	(6,024)	Beginning balance	$	2,510	$	(5,347)	$	2,475	$	(6,024)

Gains reclassified from AOCI to net income (1)			23			451
Losses reclassified from AOCI to net income (1)								Losses reclassified from AOCI to net income (1)	23		452		70		1,355
Less: Tax benefit (2)	Less: Tax benefit (2)		(6)			(113)		Less: Tax benefit (2)	(6)		(115)		(18)		(341)
Net gains reclassified from AOCI to net income			17			338
Other comprehensive income – net of tax			17			338
Net losses reclassified from AOCI to net income								Net losses reclassified from AOCI to net income	17		337		52		1,014
Other comprehensive loss – net of tax								Other comprehensive loss – net of tax	17		337		52		1,014
Ending balance	Ending balance		$	2,492		$	(5,686)	Ending balance	$	2,527	$	(5,010)	$	2,527	$	(5,010)
Derivative Instruments	Derivative Instruments							Derivative Instruments
Beginning balance	Beginning balance		$	35,143		$	7,133	Beginning balance	$	31,365	$	24,766	$	35,143	$	7,133
(Losses) gains on derivative instruments			(4,297)			5,748
Less: Tax benefit (expense)			1,086			(1,441)
Net (losses) gains on derivative instruments			(3,211)			4,307
(Losses) gains reclassified from AOCI to net income (3)			(362)			76
Gains (losses) on derivative instruments								Gains (losses) on derivative instruments	8,900		(4,082)		5,191		19,281
Less: Tax (expense) benefit								Less: Tax (expense) benefit	(2,250)		1,037		(1,302)		(4,829)
Net gains (losses) on derivative instruments								Net gains (losses) on derivative instruments	6,650		(3,045)		3,889		14,452
(Gains) losses reclassified from AOCI to net income (3)								(Gains) losses reclassified from AOCI to net income (3)	(1,427)		38		(2,789)		220
Less: Tax expense (benefit) (2)	Less: Tax expense (benefit) (2)		92			(19)		Less: Tax expense (benefit) (2)	361		(10)		706		(56)
Net (gains) losses reclassified from AOCI to net income	Net (gains) losses reclassified from AOCI to net income		(270)			57		Net (gains) losses reclassified from AOCI to net income	(1,066)		28		(2,083)		164
Other comprehensive (loss) income – net of tax			(3,481)			4,364
Other comprehensive income (loss) – net of tax								Other comprehensive income (loss) – net of tax	5,584		(3,017)		1,806		14,616
Ending balance	Ending balance		$	31,662		$	11,497	Ending balance	$	36,949	$	21,749	$	36,949	$	21,749

Total AOCI ending balance	Total AOCI ending balance		$	34,154		$	5,811	Total AOCI ending balance	$	39,476	$	16,739	$	39,476	$	16,739

(1) Reclassified to “Other income – net”

(2) Reclassified to “Income tax provision”

(3) Reclassified to “Cost of revenues – home sales”

~~10.~~11. Earnings per Share Information

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


		Three months ended January 31,			Three months ended July 31,						Nine months ended July 31,
			2023			2022			2023		2022		2023		2022
Numerator:	Numerator:							Numerator:
Net income as reported	Net income as reported		$	191,530		$	151,904	Net income as reported	$	414,789	$	273,467	$	926,535	$	645,964

Denominator:	Denominator:							Denominator:
Basic weighted-average shares	Basic weighted-average shares		111,397			120,996		Basic weighted-average shares	110,003		115,334		110,871		118,056
Common stock equivalents (1)	Common stock equivalents (1)		939			1,862		Common stock equivalents (1)	1,120		992		1,010		1,313
Diluted weighted-average shares	Diluted weighted-average shares		112,336			122,858		Diluted weighted-average shares	111,123		116,326		111,881		119,369

Other information:	Other information:							Other information:

Weighted-average number of antidilutive options and restricted stock units (2)	Weighted-average number of antidilutive options and restricted stock units (2)		501			204		Weighted-average number of antidilutive options and restricted stock units (2)	121		407		395		275
Shares issued under stock incentive and employee stock purchase plans	Shares issued under stock incentive and employee stock purchase plans		1,334			408		Shares issued under stock incentive and employee stock purchase plans	548		45		1,984		469

(1) Common stock equivalents represent the dilutive effect of outstanding in-the-money stock options using the treasury stock method and shares expected to be issued upon the conversion of restricted stock units under our equity award programs.

(2) Weighted-average number of antidilutive options and restricted stock units are based upon the average closing price of our common stock on the New York Stock Exchange for the period.

~~11.~~

12. Fair Value Disclosures

Financial Instruments

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


			Fair value						Fair value
Financial Instrument	Financial Instrument	Fair value hierarchy	January 31, 2023		October 31, 2022		Financial Instrument	Fair value hierarchy	July 31, 2023		October 31, 2022
Residential Mortgage Loans Held for Sale	Residential Mortgage Loans Held for Sale	Level 2	$	82,518	$	185,150	Residential Mortgage Loans Held for Sale	Level 2	$	80,417	$	185,150
Forward Loan Commitments — Residential Mortgage Loans Held for Sale	Forward Loan Commitments — Residential Mortgage Loans Held for Sale	Level 2	$	1,032	$	9,184	Forward Loan Commitments — Residential Mortgage Loans Held for Sale	Level 2	$	648	$	9,184
Interest Rate Lock Commitments (“IRLCs”)	Interest Rate Lock Commitments (“IRLCs”)	Level 2	$	(2,359)	$	(17,734)	Interest Rate Lock Commitments (“IRLCs”)	Level 2	$	(1,742)	$	(17,734)
Forward Loan Commitments — IRLCs	Forward Loan Commitments — IRLCs	Level 2	$	2,359	$	17,734	Forward Loan Commitments — IRLCs	Level 2	$	1,742	$	17,734
Interest Rate Swap Contracts	Interest Rate Swap Contracts	Level 2	$	36,907	$	45,010	Interest Rate Swap Contracts	Level 2	$	37,242	$	45,010

At ~~January~~July 31, 2023 and October 31, 2022, the carrying value of cash and cash equivalents, escrow cash held by our wholly owned captive title company, and customer deposits held in escrow approximated fair value.

The fair values of the interest rate swap contracts are included in “Receivables, prepaid expenses and other assets” in our Condensed Consolidated Balance Sheets and are determined using widely accepted valuation techniques including discounted cash flow analysis based on the expected cash flows of each swap contract. Although the Company has determined that the significant inputs, such as interest yield curve and discount rate, used to value its interest rate swap contracts fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our counterparties and our own credit risk utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, as of ~~January~~July 31, 2023, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our interest rate swap contract positions and have determined that the credit valuation adjustments were not significant to the overall valuation of our interest rate swap contracts. As a result, we have determined that our interest rate swap contracts valuations in their entirety are classified in Level 2 of the fair value hierarchy.

Mortgage Loans Held for Sale

At the end of the reporting period, we determine the fair value of our mortgage loans held for sale and the forward loan commitments we have entered into as a hedge against the interest rate risk of our mortgage loans and commitments using the market approach to determine fair value.

The table below provides, as of the dates indicated, the aggregate unpaid principal and fair value of mortgage loans held for sale (amounts in thousands):


		Aggregate unpaid principal balance		Fair value		Fair value greater (less) than principal balance			Aggregate unpaid principal balance		Fair value		Fair value greater (less) than principal balance
At January 31, 2023		$	84,475	$	82,518	$	(1,957)
At July 31, 2023								At July 31, 2023	$	83,018	$	80,417	$	(2,601)
At October 31, 2022	At October 31, 2022	$	193,746	$	185,150	$	(8,596)	At October 31, 2022	$	193,746	$	185,150	$	(8,596)

Inventory

We recognize inventory impairment charges and land impairment charges based on the difference in the carrying value of the inventory and its fair value at the time of the evaluation. The fair value of the aforementioned inventory was determined using Level 3 criteria. Estimated fair value is primarily determined by discounting the estimated future cash flow of each community. In determining the fair value related to land impairments, we consider recent offers received, prices for land in recent comparable sales transactions, and other factors. We record land impairments related to land parcels we plan to sell to third parties within land sales and other cost of revenues. See Note 1, “Significant Accounting Policies – Inventory,” in our 2022 Form 10-K for additional information regarding our methodology for determining fair value. Impairments on operating communities were insignificant during the three-month and nine-month periods ended ~~January~~July 31, 2023 and 2022 and, accordingly, we did not disclose the ranges of certain quantitative unobservable inputs utilized in determining the fair value of such impaired operating communities.

Debt

The table below provides, as of the dates indicated, the book value, excluding any bond discounts, premiums, and deferred issuance costs, and estimated fair value of our debt (amounts in thousands):


			January 31, 2023				October 31, 2022						July 31, 2023				October 31, 2022
		Fair value hierarchy	Book value		Estimated fair value		Book value		Estimated fair value			Fair value hierarchy	Book value		Estimated fair value		Book value		Estimated fair value
Loans payable (1)	Loans payable (1)	Level 2	$	1,147,284	$	1,136,368	$	1,187,043	$	1,180,893	Loans payable (1)	Level 2	$	1,166,616	$	1,150,690	$	1,187,043	$	1,180,893
Senior notes (2)	Senior notes (2)	Level 1	2,000,000		1,920,095		2,000,000		1,822,255		Senior notes (2)	Level 1	1,600,000		1,523,222		2,000,000		1,822,255
Mortgage company loan facility (3)	Mortgage company loan facility (3)	Level 2	71,187		71,187		148,863		148,863		Mortgage company loan facility (3)	Level 2	70,517		70,517		148,863		148,863
			$	3,218,471	$	3,127,650	$	3,335,906	$	3,152,011			$	2,837,133	$	2,744,429	$	3,335,906	$	3,152,011

(1) The estimated fair value of loans payable was based upon contractual cash flows discounted at interest rates that we believed were available to us for loans with similar terms and remaining maturities as of the applicable valuation date.

(2) The estimated fair value of our senior notes is based upon their market prices as of the applicable valuation date.

(3) We believe that the carrying value of our mortgage company loan borrowings approximates their fair value.

~~12.~~13. Other Income – Net

The table below provides the significant components of other income – net (amounts in thousands):
Three months ended January 31,
2023 2022
(Loss) income from ancillary businesses $ (2,949) $ 1,960
Management fee income from Land Development and Home Building Joint Ventures – net 1,403 1,338
Gain on litigation settlements – net 27,683 —
Other 6,778 414
Total other income – net $ 32,915 $ 3,712

~~Management fee income from Land Development and Home Building Joint Ventures - net includes fees earned by our home building operations.~~


	Three months ended July 31,				Nine months ended July 31,
	2023		2022		2023		2022
Interest income	$	8,109	$	375	$	22,187	$	1,970
(Loss) income from ancillary businesses	(1,451)		1,865		(1,543)		16,159
Management fee income earned by home building operations	839		931		2,901		3,306
Gain on litigation settlements – net	—		—		27,683		—
Other	(139)		(1,877)		(775)		(5,205)
Total other income – net	$	7,358	$	1,294	$	50,453	$	16,230

Income (loss) from ancillary businesses is generated by our mortgage, title, landscaping, smart home technology, Gibraltar, apartment living, city living, and golf course and country club operations. The table below provides, for the periods indicated, revenues and expenses for our ancillary businesses (amounts in thousands):


		Three months ended January 31,			Three months ended July 31,						Nine months ended July 31,
			2023			2022			2023		2022		2023		2022
Revenues	Revenues		$	27,907		$	27,697	Revenues	$	36,057	$	32,994	$	97,238	$	92,581
Expenses	Expenses		$	30,856		$	25,737	Expenses	$	37,508	$	31,129	$	98,781	$	76,422

In the ~~three-month periods~~nine-month period ended ~~January~~July 31, 2022, our smart home technology business recognized a $9.0 million gain from a bulk sale of security monitoring accounts, which is included in income from ancillary businesses above.

In addition, in the three months ended July 31, 2023 and 2022, our apartment living operations earned fees from unconsolidated entities of ~~$6.2~~$6.7 million and ~~$4.8~~$7.0 million, respectively. In the nine-month periods ended July 31, 2023 and 2022, our apartment living operations earned fees from unconsolidated entities of $19.3 million and $16.6 million, respectively. Fees earned by our apartment living operations are included in income (loss) from ancillary businesses.

~~13.~~14. Commitments and Contingencies

Legal Proceedings

We are involved in various claims and litigation arising principally in the ordinary course of business. We believe that adequate provision for resolution of all current claims and pending litigation has been made and that the disposition of these matters will not have a material adverse effect on our results of operations and liquidity or on our financial condition.

Land Purchase Contracts

Generally, our agreements to acquire land parcels do not require us to purchase those land parcels, although we, in some cases, forfeit any deposit balance outstanding if and when we terminate an agreement. Information regarding our land purchase contracts, as of the dates indicated, is provided in the table below (amounts in thousands):


		January 31, 2023		October 31, 2022			July 31, 2023		October 31, 2022
Aggregate purchase price:	Aggregate purchase price:					Aggregate purchase price:
Unrelated parties	Unrelated parties	$	4,009,091	$	4,279,660	Unrelated parties	$	4,125,045	$	4,279,660
Unconsolidated entities that the Company has investments in	Unconsolidated entities that the Company has investments in	44,753		42,057		Unconsolidated entities that the Company has investments in	28,693		42,057
Total	Total	$	4,053,844	$	4,321,717	Total	$	4,153,738	$	4,321,717

Deposits against aggregate purchase price	Deposits against aggregate purchase price	$	446,989	$	463,452	Deposits against aggregate purchase price	$	452,504	$	463,452

Additional cash required to acquire land	Additional cash required to acquire land	3,606,855		3,858,265		Additional cash required to acquire land	3,701,234		3,858,265
Total	Total	$	4,053,844	$	4,321,717	Total	$	4,153,738	$	4,321,717
Amount of additional cash required to acquire land included in accrued expenses	Amount of additional cash required to acquire land included in accrued expenses	$	56,733	$	34,994	Amount of additional cash required to acquire land included in accrued expenses	$	272,728	$	34,994

In addition, we expect to purchase approximately ~~7,200~~8,300 additional home sites over a number of years from several joint ventures in which we have interests; the purchase prices of these home sites will be determined at a future date.

At ~~January~~July 31, 2023, we also had purchase contracts to acquire land for apartment developments of approximately ~~$278.7~~$263.5 million, of which we had outstanding deposits in the amount of ~~$11.8~~$13.0 million. We intend to acquire and develop these projects in joint ventures with unrelated parties in the future.

We have additional land parcels under option that have been excluded from the aggregate purchase price since we do not believe that we will complete the purchase of these land parcels and no additional funds will be required from us to terminate these contracts.

Investments in Unconsolidated Entities

At ~~January~~July 31, 2023, we had investments in a number of unconsolidated entities, were committed to invest or advance additional funds, and had guaranteed a portion of the indebtedness and/or loan commitments of these entities. See Note 3,4, “Investments in Unconsolidated Entities,” for more information regarding our commitments to these entities.

Surety Bonds and Letters of Credit

At ~~January~~July 31, 2023, we had outstanding surety bonds amounting to ~~$812.3~~$856.1 million, primarily related to our obligations to governmental entities to construct improvements in our communities. We estimate that approximately ~~$371.5~~$344.6 million of work remains on these improvements. We have an additional ~~$271.3~~$314.9 million of surety bonds outstanding that guarantee other obligations. We do not believe that it is probable that any outstanding bonds will be drawn upon.

At ~~January~~July 31, 2023, we had outstanding letters of credit of ~~$120.4~~$121.0 million under our New Revolving Credit Facility. These letters of credit were issued to secure various financial obligations, including insurance policy deductibles and other claims, land deposits, and security to complete improvements in communities in which we are operating. We do not believe that it is probable that any outstanding letters of credit will be drawn upon.

At ~~January~~July 31, 2023, we had provided financial guarantees of $25.7 million related to fronted letters of credit to secure obligations related to certain of our insurance policy deductibles and other claims.

Backlog

At ~~January~~July 31, 2023, we had agreements of sale outstanding to deliver ~~7,733~~7,295 homes with an aggregate sales value of ~~$8.58~~$7.87 billion.

Mortgage Commitments

Our mortgage subsidiary provides mortgage financing for a portion of our home closings. For those home buyers to whom our mortgage subsidiary provides mortgages, we determine whether the home buyer qualifies for the mortgage based upon information provided by the home buyer and other sources. For those home buyers who qualify, our mortgage subsidiary provides the home buyer with a mortgage commitment that specifies the terms and conditions of a proposed mortgage loan based upon then-current market conditions. Prior to the actual closing of the home and funding of the mortgage, the home buyer will lock in an interest rate based upon the terms of the commitment. At the time of rate lock, our mortgage subsidiary agrees to sell the proposed mortgage loan to one of several outside recognized mortgage financing institutions (“investors”) that is willing to honor the terms and conditions, including interest rate, committed to the home buyer. We believe that these investors have adequate financial resources to honor their commitments to our mortgage subsidiary.

Mortgage loans are sold to investors with limited recourse provisions derived from industry-standard representations and warranties in the relevant agreements. These representations and warranties primarily involve the absence of misrepresentations by the borrower or other parties, the appropriate underwriting of the loan and in some cases, a required minimum number of payments to be made by the borrower. The Company generally does not retain any other continuing interest related to mortgage loans sold in the secondary market.

Information regarding our mortgage commitments, as of the dates indicated, is provided in the table below (amounts in thousands):


		January 31, 2023		October 31, 2022			July 31, 2023		October 31, 2022
Aggregate mortgage loan commitments:	Aggregate mortgage loan commitments:					Aggregate mortgage loan commitments:
IRLCs	IRLCs	$	588,052	$	669,631	IRLCs	$	382,426	$	669,631
Non-IRLCs	Non-IRLCs	2,105,078		2,429,063		Non-IRLCs	2,021,548		2,429,063
Total	Total	$	2,693,130	$	3,098,694	Total	$	2,403,974	$	3,098,694
Investor commitments to purchase:	Investor commitments to purchase:					Investor commitments to purchase:
IRLCs	IRLCs	$	588,052	$	669,631	IRLCs	$	382,426	$	669,631
Mortgage loans held for sale	Mortgage loans held for sale	73,974		186,666		Mortgage loans held for sale	73,276		186,666
Total	Total	$	662,026	$	856,297	Total	$	455,702	$	856,297

~~14.~~15. Information on Segments

We operate in the following five geographic segments, with current operations generally located in the states listed below:

Eastern Region:

•The North region: Connecticut, Delaware, Illinois, Massachusetts, Michigan, New Jersey, New York and Pennsylvania;

•The Mid-Atlantic region: Georgia, Maryland, North Carolina, Tennessee and Virginia;

•The South region: Florida, South Carolina and Texas;

Western Region:

•The Mountain region: Arizona, Colorado, Idaho, Nevada and Utah;

•The Pacific region: California, Oregon and Washington.

Our geographic reporting segments are consistent with how our chief operating decision makers are assessing operating performance and allocating capital.

At October 31, 2022, we concluded that our high-rise urban luxury condominium operations (“City ~~Living operations~~Living”) were no longer a reportable operating segment, primarily due to their insignificance as a result of the change in structure and shift in strategy. Amounts reported in prior periods have been restated to conform to the fiscal 2023 presentation. The realignment did not have any impact on our consolidated financial position, results of operations, earnings per share or cash flows for the periods presented.

Revenues and income (loss) before income taxes for each of our segments, for the periods indicated, were as follows (amounts in thousands):


		Three months ended January 31,			Three months ended July 31,						Nine months ended July 31,
			2023			2022			2023		2022		2023		2022
						(restated)					(restated)				(restated)
Revenues:	Revenues:							Revenues:
North	North		$	322,794		$	355,134	North	$	377,744	$	481,509	$	1,081,854	$	1,235,550
Mid-Atlantic	Mid-Atlantic		189,117			242,877		Mid-Atlantic	288,480		253,973		787,184		765,100
South	South		392,881			243,519		South	632,572		352,674		1,544,804		922,544
Mountain	Mountain		480,212			462,300		Mountain	726,004		660,517		1,880,450		1,776,375
Pacific	Pacific		364,768			384,949		Pacific	648,447		506,597		1,619,085		1,433,041
Total home building	Total home building		1,749,772			1,688,779		Total home building	2,673,247		2,255,270		6,913,377		6,132,610
Corporate and other	Corporate and other		(350)			(1,427)		Corporate and other	1,355		1,067		745		(2,392)
			1,749,422			1,687,352			2,674,602		2,256,337		6,914,122		6,130,218
Land sales and other revenues	Land sales and other revenues		30,747			103,729		Land sales and other revenues	13,040		238,465		60,668		433,206
Total consolidated	Total consolidated		$	1,780,169		$	1,791,081	Total consolidated	$	2,687,642	$	2,494,802	$	6,974,790	$	6,563,424

Income (loss) before income taxes:	Income (loss) before income taxes:							Income (loss) before income taxes:
North	North		$	36,634		$	45,667	North	$	49,087	$	81,440	$	136,643	$	177,824
Mid-Atlantic	Mid-Atlantic		22,923			33,448		Mid-Atlantic	71,132		39,841		158,482		117,126
South	South		52,446			22,577		South	126,861		56,293		268,028		121,844
Mountain	Mountain		87,304			71,011		Mountain	146,757		120,606		368,003		296,579
Pacific	Pacific		78,978			63,055		Pacific	183,371		120,125		419,872		299,923
Total home building	Total home building		278,285			235,758		Total home building	577,208		418,305		1,351,028		1,013,296
Corporate and other	Corporate and other		(24,489)			(34,942)		Corporate and other	(24,191)		(52,354)		(113,623)		(150,714)
Total consolidated	Total consolidated		$	253,796		$	200,816	Total consolidated	$	553,017	$	365,951	$	1,237,405	$	862,582

“Corporate and other” is comprised principally of general corporate expenses such as our executive offices; the corporate finance, accounting, audit, tax, human resources, risk management, information technology, marketing, and legal groups; interest income; income from certain of our ancillary businesses, including our apartment rental development business and our high-rise urban luxury condominium business, and income from our Rental Property Joint Ventures and Gibraltar Joint Ventures.

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


		January 31, 2023		October 31, 2022			July 31, 2023		October 31, 2022
North	North	$	1,426,233	$	1,464,995	North	$	1,368,192	$	1,464,995
Mid-Atlantic	Mid-Atlantic	1,095,413		1,049,043		Mid-Atlantic	1,291,556		1,049,043
South	South	2,309,441		2,137,568		South	2,387,503		2,137,568
Mountain	Mountain	2,816,386		2,785,603		Mountain	2,778,107		2,785,603
Pacific	Pacific	2,326,785		2,174,065		Pacific	2,236,004		2,174,065
Total home building	Total home building	9,974,258		9,611,274		Total home building	10,061,362		9,611,274
Corporate and other	Corporate and other	2,010,625		2,677,440		Corporate and other	2,292,312		2,677,440
Total consolidated	Total consolidated	$	11,984,883	$	12,288,714	Total consolidated	$	12,353,674	$	12,288,714

“Corporate and other” is comprised principally of cash and cash equivalents, restricted cash, investments in our Rental Property Joint Ventures, expected recoveries from insurance carriers and suppliers, our Gibraltar investments and operations, manufacturing facilities, our apartment rental development and high-rise urban luxury condominium businesses, and our mortgage and title subsidiaries.

The amounts we have provided for inventory impairment charges and the expensing of costs that we believe not to be recoverable, for the periods indicated, which are included in home sales cost of revenues, were as follows (amounts in thousands):


		Three months ended January 31,			Three months ended July 31,						Nine months ended July 31,
			2023			2022			2023		2022		2023		2022
						(restated)					(restated)				(restated)
North	North		$	141		$	325	North	$	158	$	387	$	590	$	1,156
Mid-Atlantic	Mid-Atlantic		1,240			441		Mid-Atlantic	2,225		1,200		8,545		2,345
South	South		451			143		South	921		405		1,402		1,014
Mountain	Mountain		131			102		Mountain	42		1,421		5,659		1,865
Pacific	Pacific		6,041			1,222		Pacific	18		2,835		6,241		4,293
Total consolidated	Total consolidated		$	8,004		$	2,233	Total consolidated	$	3,364	$	6,248	$	22,437	$	10,673

~~We have also~~In the nine-month period ended July 31, 2023, we recognized ~~$13.0~~$17.7 million of land impairment charges included in land sales and other cost of revenues, ~~during the three-month period ended January 31, 2023,~~ of which $2.7 million, $10.3 million, $2.2 million, and ~~$10.3~~$2.5 million were in our North, Mid-Atlantic, Pacific and ~~Mid-Atlantic~~Corporate and other segments, respectively. No ~~similar~~land impairment charges were recognized ~~during~~in land sales and other costs of revenues in the three-month period ended ~~January~~July 31, ~~2022.~~

2023. We recognized $1.4 million and $6.6 million of similar charges in our North segment during the three-month and nine-month periods ended July 31, 2022, respectively.

~~15.~~16. Supplemental Disclosure to Condensed Consolidated Statements of Cash Flows

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


		Three months ended January 31,					Nine months ended July 31,
		2023		2022			2023		2022
Cash flow information:	Cash flow information:					Cash flow information:

Income tax paid – net	Income tax paid – net	$	223,424	$	94,577	Income tax paid – net	$	427,153	$	235,565

Noncash activity:	Noncash activity:					Noncash activity:
Cost of inventory acquired through seller financing, municipal bonds, or included in accrued expenses - net	Cost of inventory acquired through seller financing, municipal bonds, or included in accrued expenses - net	$	33,086	$	123,176	Cost of inventory acquired through seller financing, municipal bonds, or included in accrued expenses - net	$	342,073	$	213,500

Accrued treasury share purchases		$	—	$	57,699

Transfer of other assets to investment in unconsolidated entities, net		$	2,115	$	36,154

Transfer of other assets to investment in unconsolidated entities - net						Transfer of other assets to investment in unconsolidated entities - net	$	4,435	$	100,264

Transfer of other assets to property, construction and office equipment - net	Transfer of other assets to property, construction and office equipment - net	$	10,518	$	—	Transfer of other assets to property, construction and office equipment - net	$	13,738	$	8,571
Unrealized (loss) gain on derivatives	Unrealized (loss) gain on derivatives	$	(8,103)	$	6,022	Unrealized (loss) gain on derivatives	$	(7,767)	$	18,798

		At January 31,					At July 31,
		2023		2022			2023		2022
Cash, cash equivalents, and restricted cash	Cash, cash equivalents, and restricted cash					Cash, cash equivalents, and restricted cash
Cash and cash equivalents	Cash and cash equivalents	$	791,609	$	671,365	Cash and cash equivalents	$	1,033,369	$	316,471
Restricted cash included in receivables, prepaid expenses, and other assets	Restricted cash included in receivables, prepaid expenses, and other assets	47,274		52,946		Restricted cash included in receivables, prepaid expenses, and other assets	49,333		80,086
Total cash, cash equivalents, and restricted cash shown on the Condensed Consolidated Statements of Cash Flows	Total cash, cash equivalents, and restricted cash shown on the Condensed Consolidated Statements of Cash Flows	$	838,883	$	724,311	Total cash, cash equivalents, and restricted cash shown on the Condensed Consolidated Statements of Cash Flows	$	1,082,702	$	396,557

2324

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”)

This discussion and analysis is based on, should be read together with, and is qualified in its entirety by, the accompanying unaudited condensed consolidated financial statements and related notes, as well as our consolidated financial statements, notes thereto, and the related MD&A contained in our Annual Report on Form 10-K for the fiscal year ended October 31, 2022 (“2022 Form 10-K”). It also should be read in conjunction with the disclosure under “Statement on Forward-Looking Information” and “Risk Factors” in this report and in our 2022 Form 10-K.

Unless otherwise stated in this report, net contracts signed represents a number or value equal to the gross number or value of contracts for the sale of homes signed during the relevant period, less the number or value of contracts canceled during the relevant period (irrespective of whether the contract was signed during the relevant period or in a prior period). Backlog consists of homes under contract but not yet delivered to our home buyers (“backlog”). Backlog conversion represents the percentage of homes delivered in the period from backlog at the beginning of the period (“backlog conversion”).

OVERVIEW

Our Business Environment and Current Outlook

In the three months ended ~~January~~July 31, 2023, home sales revenue increased 4%19% as compared to the three months ended ~~January~~July 31, 2022. In the quarter, we delivered ~~1,826~~2,524 homes with an average delivered price of ~~$958,100,~~$1,059,700, as compared to ~~1,929~~2,414 delivered homes at an average price of ~~$874,700~~$934,700 in the ~~first~~third quarter of fiscal 2022. The increase in average delivered price and home sales revenues in the three months ended ~~January~~July 31, 2023 reflects the strong demand for our homes that existed through the first half of fiscal 2022, as many of the homes delivered in our ~~first~~third quarter of fiscal 2023 were contracted prior to the softening in demand that began in May 2022 and continued through the ~~latter~~end of the 2022 calendar year.

Since January 2023, we have experienced an increase in demand as compared to the second half of ~~fiscal 2022.~~

the 2022 calendar year. In the three months ended ~~January~~July 31, 2023, we signed ~~1,461~~2,245 net contracts with an aggregate value of ~~$1.45~~$2.16 billion as compared to ~~2,929~~1,266 net contracts with an aggregate value of ~~$2.99~~$1.66 billion in the three months ended ~~January~~July 31, ~~2022, representing decreases of 50%~~2022. Net signed contracts increased 77% in units and ~~51%~~30% in dollars, ~~respectively. The decline~~respectively, on a year-over-year basis in ~~net signed contracts~~the third quarter. Demand in the second half of calendar 2022 was ~~due to a softer demand environment compared to the prior year period. We primarily attribute this decline to~~negatively impacted by the steep ~~increases~~increase in ~~mortgage~~interest rates ~~that occurred over the course of~~from January through November 2022, as well as uncertainty regarding the direction of the economy ~~resulting from~~as a result of higher inflation, the rise in ~~mortgage~~interest rates and other macro-economic conditions. ~~Although mortgage~~During calendar year 2023, interest rates ~~continue~~have been less volatile, allowing homebuyers time to ~~fluctuate,~~absorb the ~~average 30-year fixed mortgage~~higher rate ~~has declined from its recent peak above 7% in November 2022.~~environment. In addition, ~~other economic indicators have improved since~~ the ~~fall~~new home market has benefited from very low levels of ~~2022, including~~resale inventory on the ~~consumer price and confidence indices.~~market. As a result of these ~~improved conditions, as well as the impact of seasonal trends and additional incentives, we experienced an increase in buyer traffic and~~factors, demand atfor our homes since the start of calendar ~~2023. It~~2023 has significantly increased compared to the same period in 2022. Notwithstanding the year-over-year improvement in demand, it is ~~unclear whether this~~difficult to predict the near-term direction of mortgage rates, which in recent weeks reached multi-decade highs, consumer confidence and the overall economy, and their potential impacts on demand ~~improvement will continue into the foreseeable future.~~for our homes. Over the long term, however, we believe that ~~the housing market~~we will continue to benefit from strong housing market fundamentals, including demographic and migration trends and anthe overall shortage of homes for sale in the United States.

Our backlog at ~~January~~July 31, 2023 was ~~7,733~~7,295 homes and ~~$8.58~~$7.87 billion, down 32% in units and ~~21%~~30% in dollars as compared to our backlog at ~~January~~July 31, 2022. ~~We continue to experience extended~~Although we have experienced modest improvements in build times (the time it takes from contract signing to delivery of the completed home) over the nine months ended July 31, 2023, build times remain extended due to the impacts of supply chain, labor and other disruptions that ~~characterized~~have impacted the ~~home~~ construction industry ~~during fiscal 2022. However, with a weaker demand environment compared to one year ago and fewer home starts~~ in ~~the overall market, we expect these disruptions to recede. We have seen slight improvement in build times during the three months ended January 31, 2023.~~recent years.

Financial and Operational Highlights

In the three-month period ended ~~January~~July 31, 2023, we recognized ~~$1.78~~$2.69 billion of revenues, consisting of ~~$1.75~~$2.67 billion of home sales revenue and $13.0 million of land sales and other revenue, and net income of $414.8 million, as compared to $2.49 billion of revenues, consisting of $2.26 billion of home sales revenue and $238.5 million of land sales and other revenue, and net income of $273.5 million in the three-month period ended July 31, 2022.

In the three-month periods ended July 31, 2023 and 2022, the value of net contracts signed was $2.16 billion (2,245 homes) and $1.66 billion (1,266 homes), respectively.

In the nine-month period ended July 31, 2023, we recognized $6.97 billion of revenues, consisting of $6.91 billion of home sales revenues and ~~$30.7~~$60.7 million of land sales and other revenues, and net income of ~~$191.5~~$926.5 million, as compared to ~~$1.79~~$6.56 billion of revenues, consisting of ~~$1.69~~$6.13 billion of home sales revenues and ~~$103.7~~$433.2 million of land sales and other revenues, and ~~$151.9 million of~~ net income of $646.0 million in the ~~three-month~~nine-month period ended ~~January~~July 31, 2022.

In the ~~three-month~~nine-month periods ended ~~January~~July 31, 2023 and 2022, the value of net contracts signed was ~~$1.45~~$5.89 billion ~~(1,461~~(6,039 homes) and ~~$2.99~~$7.75 billion ~~(2,929~~(7,069 homes), respectively.

The value of our backlog at ~~January~~July 31, 2023 was ~~$8.58~~$7.87 billion ~~(7,733~~(7,295 homes), as compared to our backlog at ~~January~~July 31, 2022 of ~~$10.80~~$11.19 billion ~~(11,302~~(10,725 homes). Our backlog at October 31, 2022 was $8.87 billion (8,098 homes), as compared to backlog of $9.50 billion (10,302 homes) at October 31, 2021.

At ~~January~~July 31, 2023, we had ~~$791.6 million~~$1.03 billion of cash and cash equivalents on hand and approximately ~~$1.79~~$1.78 billion available under our $1.905 billion revolving credit ~~facility (the “Revolving Credit Facility”). At January 31, 2023, we had no borrowings and we had approximately $120.4 million of outstanding letters of credit under the Revolving Credit Facility.~~facility. On February 14,

2023, we entered into a new $1.905 billion senior unsecured revolving credit facility that ~~replaces the Revolving Credit Facility and~~ is scheduled to terminate on February 14, ~~2028.~~2028 (the “New Revolving Credit Facility”), which replaced our existing $1.905 revolving credit facility. At July 31, 2023, we had no borrowings and we had approximately $121.0 million of outstanding letters of credit under the New Revolving Credit Facility. In addition, also on February 14, 2023, we entered into an amendment to the Term Loan Facility to extend the maturity date of $487.5 million of outstanding term loans to February 14, 2028, with $60.9 million due on November 1, 2026 and the remaining $101.6 million due on November 1, 2025.

At ~~January~~July 31, 2023, we owned or controlled through options approximately ~~71,300~~70,200 home sites, as compared to approximately 76,000 at October 31, 2022; and approximately 80,900 at October 31, 2021. Of the approximately ~~71,300~~70,200 total home sites that we owned or controlled through options at ~~January~~July 31, 2023, we owned approximately ~~36,900~~35,200 and controlled approximately ~~34,400~~35,000 through options. Of the ~~36,900~~35,200 home sites owned, approximately 17,400 were substantially improved. In addition, as of ~~January~~July 31, 2023, we expect to purchase approximately ~~7,200~~8,300 additional home sites over several years from certain of the joint ventures in which we have interests, at prices to be determined.

At ~~January~~July 31, 2023, we were selling from ~~328~~345 communities, compared to 348 at October 31, 2022; and ~~325~~332 at ~~January~~July 31, 2022.

At ~~January~~July 31, 2023, our total stockholders’ equity and our debt to total capitalization ratio were ~~$6.20~~$6.69 billion and ~~0.34~~0.30 to 1.00, respectively.

2526

RESULTS OF OPERATIONS – OVERVIEW

The following table compares certain items in our Condensed Consolidated Statements of Operations and Comprehensive Income and other supplemental information for the three months and nine months ended ~~January~~July 31, 2023 and 2022 ($ amounts in millions, unless otherwise stated). For more information regarding results of operations by segment, see “Segments” in this MD&A.


		Three months ended January 31,				Three months ended July 31,										Nine months ended July 31,
			2023				2022			% Change			2023			2022			% Change		2023			2022			% Change
Revenues:	Revenues:											Revenues:
Home sales	Home sales		$	1,749.4			$	1,687.4		4	%	Home sales	$	2,674.6		$	2,256.3		19	%	$	6,914.1		$	6,130.2		13	%
Land sales and other	Land sales and other		30.7				103.7					Land sales and other	13.0			238.5					60.7			433.2
			1,780.2				1,791.1			(1)	%		2,687.6			2,494.8			8	%	6,974.8			6,563.4			6	%
Cost of revenues:	Cost of revenues:											Cost of revenues:
Home sales	Home sales		1,300.9				1,289.5			1	%	Home sales	1,931.9			1,670.7			16	%	5,065.8			4,619.5			10	%
Land sales and other	Land sales and other		42.4				99.6					Land sales and other	11.6			229.6					74.9			422.2
			1,343.4				1,389.1			(3)	%		1,943.5			1,900.3			2	%	5,140.6			5,041.7			2	%
Selling, general and administrative	Selling, general and administrative		211.5				226.9			(7)	%	Selling, general and administrative	229.0			232.9			(2)	%	668.0			703.4			(5)	%
Income from operations	Income from operations		225.3				175.1			29	%	Income from operations	515.1			361.7			42	%	1,166.1			818.4			42	%
Other	Other											Other
(Loss) income from unconsolidated entities			(4.4)				22.0			(120)	%
Income from unconsolidated entities												Income from unconsolidated entities	30.5			3.0			NM		20.8			28.0			(26)	%
Other income – net	Other income – net		32.9				3.7			787	%	Other income – net	7.4			1.3			NM		50.5			16.2			211	%

Income before income taxes	Income before income taxes		253.8				200.8			26	%	Income before income taxes	553.0			366.0			51	%	1,237.4			862.6			43	%
Income tax provision	Income tax provision		62.3				48.9			27	%	Income tax provision	138.2			92.5			49	%	310.9			216.6			44	%
Net income	Net income		$	191.5			$	151.9		26	%	Net income	$	414.8		$	273.5		52	%	$	926.5		$	646.0		43	%

Supplemental information:	Supplemental information:											Supplemental information:
Home sales cost of revenues as a percentage of home sales revenues	Home sales cost of revenues as a percentage of home sales revenues		74.4		%		76.4		%			Home sales cost of revenues as a percentage of home sales revenues	72.2		%	74.0		%			73.3		%	75.4		%
Land sales and other cost of revenues as a percentage of land sales and other revenues	Land sales and other cost of revenues as a percentage of land sales and other revenues		138.0		%		96.0		%			Land sales and other cost of revenues as a percentage of land sales and other revenues	88.8		%	96.3		%			123.4		%	97.4		%
SG&A as a percentage of home sale revenues	SG&A as a percentage of home sale revenues		12.1		%		13.4		%			SG&A as a percentage of home sale revenues	8.6		%	10.3		%			9.7		%	11.5		%
Effective tax rate	Effective tax rate		24.5		%		24.4		%			Effective tax rate	25.0		%	25.3		%			25.1		%	25.1		%

Deliveries – units	Deliveries – units		1,826				1,929			(5)	%	Deliveries – units	2,524			2,414			5	%	6,842			6,750			1	%
Deliveries – average delivered price (in ‘000s)	Deliveries – average delivered price (in ‘000s)		$	958.1			$	874.7		10	%	Deliveries – average delivered price (in ‘000s)	$	1,059.7		$	934.7		13	%	$	1,010.5		$	908.2		11	%

Net contracts signed – value	Net contracts signed – value		$	1,454.3			$	2,993.0		(51)	%	Net contracts signed – value	$	2,163.5		$	1,664.2		30	%	$	5,893.1		$	7,747.5		(24)	%
Net contracts signed – units	Net contracts signed – units		1,461				2,929			(50)	%	Net contracts signed – units	2,245			1,266			77	%	6,039			7,069			(15)	%
Net contracts signed – average contracted price (in ‘000s)	Net contracts signed – average contracted price (in ‘000s)		$	995.4			$	1,021.9		(3)	%	Net contracts signed – average contracted price (in ‘000s)	$	963.7		$	1,314.5		(27)	%	$	975.8		$	1,096.0		(11)	%

		At January 31,				At July 31,										At October 31,
			2023				2022			% Change			2023			2022			% Change		2022			2021			% Change
Backlog – value	Backlog – value		$	8,584.8			$	10,804.9		(21)	%	Backlog – value	$	7,874.8		$	11,185.3		(30)	%	$	8,874.1		$	9,499.1		(7)	%
Backlog – units	Backlog – units		7,733				11,302			(32)	%	Backlog – units	7,295			10,725			(32)	%	8,098			10,302			(21)	%
Backlog – average contracted price (in ‘000s)	Backlog – average contracted price (in ‘000s)		$	1,110.2			$	956.0		16	%	Backlog – average contracted price (in ‘000s)	$	1,079.5		$	1,042.9		4	%	$	1,095.8		$	922.1		19	%

Note: Due to rounding, amounts may not add. “Net contracts signed – value” is net of all cancellations that occurred in the period. It includes the value of each binding agreement of sale that was signed in the period, plus the value of all options that were selected during the period, regardless of when the initial agreement of sale related to such options was signed.

NM: Not meaningful

2627

Home Sales Revenues and Home Sales Cost of Revenues

For the three months ended July 31, 2023 compared to the three months ended July 31, 2022

The increase in home sale revenues for the three months ended ~~January~~July 31, 2023, as compared to the three months ended ~~January~~July 31, 2022, was attributable to a ~~10%~~13% increase in the average price of homes delivered ~~offset, in part, by~~and a 5% ~~decrease~~increase in the number of homes delivered. The increase in the average delivered home price was mainly due to sales price increases as well as a shift in the number of homes delivered to more expensive areas and/or products, most notably in the Mid-Atlantic ~~region.~~and Pacific regions. The increase in the number of homes delivered in the three months ended July 31, 2023 was primarily due to more deliveries of quick move-in (or “spec”) homes, coupled with a higher backlog conversion in the three months ended July 31, 2023 compared to the three months ended July 31, 2022, primarily as a result of improvement in build times. These factors are offset, in part, by a decrease in the number of homes in backlog at October 31, 2022, as compared to the number of homes in backlog at October 31, 2021, most significantly in the North and Mountain regions.

The decrease in home sales cost of revenues, as a percentage of home sales revenues, in the three months ended ~~January~~July 31, 2023, as compared to the three months ended ~~January~~July 31, 2022, was principally due to a shift in the mix of revenues to higher margin products/areas and sales price increases outpacing cost increases ~~offset, in part, by higher inventory impairment charges~~for homes delivered in the ~~fiscal 2023 period.~~quarter. In addition, interest expense as a percentage of home sales revenues was lower in the fiscal 2023 period. In the three months ended ~~January~~July 31, 2023 and 2022, interest expense, as a percentage of home sales revenues, was 1.4% and ~~1.9%~~1.7%, respectively.

For the nine months ended July 31, 2023 compared to the nine months ended July 31, 2022

The increase in home sale revenues for the nine months ended July 31, 2023, as compared to the nine months ended July 31, 2022, was primarily attributable to an 11% increase in the average price of homes delivered. The increase in the average delivered home price was mainly due to sales price increases, as well as an increase in homes delivered in more expensive product types/geographic regions, most notably in the Mid-Atlantic and Pacific regions.

The decrease in home sales cost of revenues, as a percentage of home sales revenues, for the nine months ended July 31, 2023, as compared to the nine months ended July 31, 2022, was principally due to a shift in the mix of revenues to higher margin products/areas, sales price increases outpacing cost increases for homes delivered in the quarter, and lower interest expense as a percentage of home sales revenues, offset, in part, by higher inventory impairment charges in the fiscal 2023 period. In the nine months ended July 31, 2023 and 2022, interest expense, as a percentage of home sales revenues, was 1.4% and 1.8%, respectively.

Land Sales and Other Revenues and Land Sales and Other Cost of Revenues

Our revenues from land sales and other generally consist of the following: (1) land sales to joint ventures in which we retain an interest; (2) lot sales to third-party builders within our master-planned communities; (3) bulk sales to third parties of land we have decided no longer meets our development criteria; and (4) sales of commercial and retail properties generally located at our City Living buildings. Land sales to joint ventures in which we retain an interest are generally sold at our land basis and therefore little to no gross margin is earned on these sales. The increase in land sales and other cost of revenues as a percentage of land sales and other revenues was primarily due to ~~$13.0~~$17.7 million of impairment charges recognized in the ~~fiscal~~nine months ended July 31, 2023, ~~period~~ in connection with planned land sales. There were no land sales and other impairment charges recognized in the three months ended July 31, 2023. This compares to $1.4 million and $6.6 million of land sales and other impairment charges recognized in the three months and nine months ended July 31, 2022, respectively.

Selling, General and Administrative Expenses (“SG&A”)

SG&A spending decreased by ~~$15.4~~$3.9 million in the three-month period ended July 31, 2023, as compared to the three-month period ended July 31, 2022. As a percentage of home sales revenues, SG&A was 8.6% in the three months ended July 31, 2023, as compared to 10.3% in the three months ended July 31, 2022. The decrease in SG&A expenditures was due primarily to lower headcount and reduced costs from the impact of other fixed cost control measures, offset, in part, by higher commissions and marketing spend. The decrease in SG&A as a percentage of revenues was due to lower SG&A spending relative to the 19% increase in revenues.

SG&A spending decreased by $35.3 million in the fiscal 2023 ~~three-month~~nine-month period, as compared to the fiscal 2022 ~~three-month~~nine-month period. As a percentage of home sales revenues, SG&A was ~~12.1%~~9.7% in the fiscal 2023 period, as compared to ~~13.4%~~11.5% in the fiscal 2022 period. The dollar decrease in SG&A was primarily due to lower headcount, reduced ~~sales~~commissions and marketing ~~costs.~~spend in the fiscal 2023 period, and the impact of other fixed cost control measures. The decrease in SG&A as a percentage of revenues was due to revenues increasing 4%13% year-over-year in the fiscal 2023 period, while SG&A spending decreased 7%5%. ~~The reduction in SG&A, as a percentage of revenues, was primarily due to reduced commissions and marketing costs in the fiscal 2023 period, as compared to the fiscal 2022 period.~~

Income from Unconsolidated Entities

We have investments in joint ventures to (i) develop land for the joint venture participants and for sale to outside builders (“Land Development Joint Ventures”); (ii) develop for-sale homes (“Home Building Joint Ventures”); (iii) develop luxury for-rent residential apartments and single family homes, commercial space, and a hotel (“Rental Property Joint Ventures”); and (iv) invest in distressed loans and real estate and provide financing and land banking to residential builders and developers for the acquisition and development of land and home sites (“Gibraltar Joint Ventures”).

We recognize our proportionate share of the earnings and losses from these unconsolidated entities. Many of our unconsolidated entities are land development projects, high-rise/mid-rise condominium construction projects, or for-rent apartment and for-rent single-family home projects, which do not generate revenues and earnings for a number of years during the development of the properties. Once development is complete for land development projects and high-rise/mid-rise condominium construction projects, these unconsolidated entities will generally, over a relatively short period of time, generate revenues and earnings until all of the assets of the entity are sold. Further, once for-rent apartments and for-rent single-family home projects are complete and stabilized, we may monetize a portion of these projects through a recapitalization or a sale of all or a portion of our ownership interest in the joint venture, generally resulting in an income-producing event. Because of the long development periods associated with these entities, the earnings recognized from these entities may vary significantly from quarter to quarter and year to year.

~~Income from unconsolidated entities decreased by $26.5 million in~~In the three-month period ended ~~January~~July 31, 2023, we recognized income from unconsolidated entities of $30.5 million as compared to income of $3.0 million in the ~~three-month~~prior year period. The increase was primarily due to a $35.0 million gain in the fiscal 2023 period related to a property sale by one of our Rental Property Joint Ventures, partially offset by losses by one of our Rental Property Joint Ventures that is currently in the development phase, and lower earnings from a Land Development Joint Venture due to reduced lot sales.

In the nine-month period ended ~~January~~July 31, ~~2022. This~~2023, we recognized income from unconsolidated entities of $20.8 million, as compared to income of $28.0 million in the prior year period. The decrease was primarily due to a $21.0 million gain ~~recognized~~ in the fiscal 2022 period related to a property sale by one of our Rental Property Joint Ventures, higher losses by various Rental Property Joint Ventures that are currently in the development or lease-up phases, losses by two Home Building Joint Ventures that were formed during the three-months ended October 31, 2022, and lower earnings from a Land Development Joint Venture due to reduced lot sales in the fiscal 2023 period. These decreases are partially offset by a $35.0 million gain in the fiscal 2023 period related to a property sale by one of our Rental Property Joint Ventures.

Other Income – Net

The table below provides, for the periods indicated, the components of “Other income – net” (amounts in thousands):


		Three months ended January 31,			Three months ended July 31,						Nine months ended July 31,
			2023			2022			2023		2022		2023		2022
Interest income								Interest income	$	8,109	$	375	$	22,187	$	1,970
(Loss) income from ancillary businesses	(Loss) income from ancillary businesses		$	(2,949)		$	1,960	(Loss) income from ancillary businesses	(1,451)		1,865		(1,543)		16,159
Management fee income from Land Development and Home Building Joint Ventures – net			1,403			1,338
Management fee income earned by home building operations								Management fee income earned by home building operations	839		931		2,901		3,306
Gain on litigation settlements – net	Gain on litigation settlements – net		27,683			—		Gain on litigation settlements – net	—		—		27,683		—
Other	Other		6,778			414		Other	(139)		(1,877)		(775)		(5,205)
Total other income – net	Total other income – net		$	32,915		$	3,712	Total other income – net	$	7,358	$	1,294	$	50,453	$	16,230

The increase in interest income in the three and nine month periods ended July 31, 2023 was primarily due to higher interest rates.

The decrease in income from ancillary businesses in the three months ended ~~January~~July 31, 2023, as compared to the three months ended ~~January~~July 31, 2022, was mainly due to higher operating losses incurred in our apartment living operations.

The decrease in income from ancillary businesses in the nine months ended July 31, 2023 was mainly due to the fiscal 2022 period benefiting from the bulk sale of security monitoring accounts by our smart home technologies business, which resulted in a gain of $9.0 million. In addition, the fiscal 2023 period had lower income from our mortgage operations due to lower volume and ~~increased competition reducing spreads.~~reduced spreads and higher operating losses incurred in our apartment living operations.

~~Management~~The decreases in management fee income ~~from Home Building and Land Development Joint Ventures - net includes fees~~ earned by our home building ~~operations. The increase in income~~operations in the three ~~months~~and nine month periods ended ~~January~~July 31, 2023 ~~was~~were primarily related to ~~an increase~~a decrease in fees from certain of our ~~single family rental joint ventures.~~Land Development Joint Ventures.

The gain on litigation settlements - net in ~~the fiscal~~nine months ended July 31, 2023 ~~period~~ primarily relates to the settlement of an ~~open~~ insurance claim. No similar gains occurred in the fiscal 2022 period.

The ~~increase~~decreased loss in “other” in the nine month period ended July 31, 2023 was primarily due to ~~an increase~~a $1.6 million impairment charge recorded during the fiscal 2022 period in ~~interest income~~connection with a planned sale of a manufacturing facility and higher expense in the fiscal ~~2023~~2022 period ~~due~~related to ~~higher interest rates.~~our defined benefit retirement plans.

Income Before Income Taxes

For the three-month period ended ~~January~~July 31, 2023, we reported income before income taxes of ~~$253.8~~$553.0 million, as compared to ~~$200.8~~$366.0 million in the three-month period ended ~~January~~July 31, 2022.

For the nine-month period ended July 31, 2023, we reported income before income taxes of $1,237.4 million, as compared to $862.6 million in the three-month period ended July 31, 2022.

Income Tax Provision

WeIn the three-month periods ended July 31, 2023 and July 31, 2022, we recognized an income tax ~~provision~~provisions of ~~$62.3~~$138.2 million and ~~$48.9~~$92.5 million, respectively. Based upon the federal statutory rate of 21.0% for the fiscal 2023 and 2022 periods, our federal tax provisions would have been $116.1 million and $76.8 million, in the three-month periods ended ~~January~~July 31, 2023 and ~~January~~2022, respectively. The difference between the tax provisions recognized and the tax provision based on the federal statutory rate was mainly due to the provision for state income taxes and permanent differences, offset, in part, by excess tax benefits related to stock-based compensation.

We recognized income tax provisions of $310.9 million and $216.6 million in the nine-month periods ended July 31, 2023 and July 31, 2022, respectively. Based upon the federal statutory rate of 21.0% for the fiscal 2023 and 2022 periods, our federal tax ~~provision~~provisions would have been ~~$53.3~~$259.9 million and ~~$42.2~~$181.1 million, in the ~~three-month~~nine-month periods ended ~~January~~July 31, 2023 and ~~January~~July 31, 2022, respectively. The ~~differences~~difference between the tax provisions recognized and the tax ~~provisions~~provision based on the federal statutory rate ~~were~~was mainly due to the provision for state income taxes and permanent differences, offset, in part, by excess tax benefits related to stock-based compensation.

Contracts

In the three-month periods ended ~~January~~July 31, 2023 and 2022, the value of net contracts signed was ~~$1.45~~$2.16 billion ~~(1,461~~(2,245 homes) and ~~$2.99~~$1.66 billion ~~(2,929~~(1,266 homes), respectively. The aggregate value of net contracts signed increased $499.3 million, or 30.0%, in the three-month period ended July 31, 2023, as compared to the three-month period ended July 31, 2022. The increase in the aggregate value of net contracts signed was due to a 77.3% increase in the number of net contracts signed offset, in part, by a 26.7% decrease in the average value of each signed contract. The increase in the number of net contracts signed reflects an increase in demand compared to the prior year period. The decrease in the average value attributed to each signed contract is principally due to a shift in the number of contracts signed to less expensive areas and/or products and an increase in sales incentives. In addition, the average value attributed to each contract signed includes the value of each binding agreement of sale that was signed in the period, as well as the value of all options selected during the period, regardless of when the initial agreement of sale related to such options was signed. During the three-month period ended July 31, 2022 we signed 1,266 net contracts, a 60% decline compared to the prior year period. During the three-month periods ended April 30, 2022 and January 31, 2022, we signed 2,874 and 2,929 net contracts, respectively. As a result of the steep drop in signed contracts during the three-month period ended July 31, 2022, the average value attributed to each signed contract in such period includes an unusually large value related to option selections for homes purchased in prior periods.

In the nine-month periods ended July 31, 2023 and 2022, the value of net contracts signed was $5.89 billion (6,039 homes) and $7.75 billion (7,069 homes), respectively. The aggregate value of net contracts signed decreased ~~$1.54~~$1.85 billion, or ~~51%~~23.9%, in the ~~three-month~~nine-month period ended ~~January~~July 31, 2023, as compared to the ~~three-month~~nine-month period ended ~~January~~July 31, 2022. The decrease in the aggregate value of net contracts signed was due to a ~~50%~~14.6% decrease in the number of net contracts signed and ~~a 3%~~an 11.0% decrease in the average value attributed to each signed contract. The decrease in the number of net contracts signed reflects ~~a moderation in~~the stronger demand ~~from~~environment that existed for most of the ~~strong prior year period.~~nine-month period ended July 31, 2022. The decrease in the average value attributed to each signed contract is principally due to a shift in the number of contracts signed to less expensive areas and/or products and an increase in sales incentives.

Backlog

The value of our backlog at ~~January~~July 31, 2023 decreased ~~21%~~29.6% to ~~$8.58~~$7.87 billion ~~(7,733~~(7,295 homes), as compared to ~~$10.80~~$11.19 billion ~~(11,302~~(10,725 homes) at ~~January~~July 31, 2022. Our backlog at October 31, 2022 and 2021 was $8.87 billion (8,098 homes) and $9.50 billion (10,302 homes), respectively.

For more information regarding results of operations by segment, see “Segments” in this MD&A.

CAPITAL RESOURCES AND LIQUIDITY

Funding for our business has been, and continues to be, provided principally by cash flow from operating activities before inventory additions, credit arrangements with third parties, and the public capital markets.

Our cash flows from operations generally provide us with a significant source of liquidity. Our cash flows provided by operating activities, supplemented with our short-term borrowings and long-term debt, have been sufficient to fund our operations while allowing us to invest in activities that support the long-term growth of our Company. Our primary uses of cash include inventory additions in the form of land acquisitions and deposits to obtain control of land, land development, working capital to fund day-to-day operations, and investments in existing and future unconsolidated joint ventures. We may also use cash to fund capital expenditures such as investments in our information technology systems. From time to time we use some or all of the remaining available cash flow to repay debt, and to fund share repurchases and dividends on our common stock. We believe our sources of cash and liquidity will continue to be adequate to fund operations, finance our strategic operating initiatives, repay debt, fund our share repurchases and pay dividends for the foreseeable future.

At ~~January~~July 31, 2023, we had ~~$791.6 million~~$1.03 billion of cash and cash equivalents on hand and approximately ~~$1.79~~$1.78 billion available for borrowing under our ~~Revolving Credit Facility.~~revolving credit facility. On February 14, 2023, we entered into ~~a new five-year senior unsecured revolving credit facility~~the $1.905 billion New Revolving Credit Facility with a syndicate of banks that is scheduled to ~~terminate~~mature on February 14, 2028. The ~~new agreement provides for a~~New Revolving Credit Facility replaced the prior $1.905 revolving credit facility, which was terminated in connection with the execution of the new agreement. The New Revolving Credit Facility provides us with a committed borrowing capacity of $1.905 ~~billion.~~billion, which we have the ability to increase up to $3.0 billion with the consent of lenders. The terms of the ~~new credit facility~~New Revolving Credit Facility are substantially the same as ~~those of~~ the ~~Revolving Credit Facility. As~~prior agreement, except that the LIBOR-based interest rate provisions have been replaced with ~~the Revolving Credit Facility,~~SOFR-based provisions. Toll Brothers, Inc. and substantially all of its 100%-owned home building subsidiaries are guarantors of the borrower’s obligations under the ~~credit facility. In connection with the execution of the new revolving credit facility, the~~New Revolving Credit ~~Facility was terminated.~~Facility. Also on February 14, 2023, we entered into an amendment to the Term Loan Facility to extend the maturity date of $487.5 million of outstanding term loans to February 14, 2028, with $60.9 million due on November 1, 2026 and the remaining $101.6 million due on November 1, 2025.

Short-term Liquidity and Capital Resources

For at least the next twelve months, we expect our principal demand for funds will be for inventory additions in the form of land acquisition, deposits to control land and land development, operating expenses, including our general and administrative expenses, investments and funding of capital improvements, investments in existing and future unconsolidated joint ventures, community level debt repayment, ~~(including our $400.0 million 4.375% Senior Notes due April 15, 2023),~~ common stock repurchases, and dividend payments. Demand for funds include interest and principal payments on current and future debt financing. We expect to meet our short-term liquidity requirements primarily through our cash and cash equivalents on hand and net cash flows provided by operations. Additional sources of funds include distributions from our unconsolidated joint ventures, borrowing capacity under our New Revolving Credit Facility, and borrowings from banks and other lenders.

Toll Brothers Mortgage Company (“TBMC”) has a mortgage warehousing agreement with a lender (the “Warehousing Agreement”) that provides funds for the origination of mortgage loans by TBMC. The agreement is scheduled to expire on March ~~31, 2023.~~30, 2024. While we intend to refinance the TBMC Warehousing Agreement prior to its maturity, there can be no assurances that it can be renewed or replaced on commercially reasonable terms upon its expiration. However, we believe we have adequate liquidity to meet TBMC’s anticipated financing needs.

We believe we will have sufficient liquidity available to fund our business needs, commitments and contractual obligations in a timely manner for the next twelve months. We may, however, seek additional financing to fund future growth or refinance our existing indebtedness through the debt capital markets, but we cannot be assured that such financing will be available on favorable terms, or at all.

Long-term Liquidity and Capital Resources

Beyond the next twelve months, our principal demands for funds will be for the payments of the principal amount of our long-term debt as it becomes due or matures, land purchases and inventory additions needed to grow our business, long-term capital investments and investments in unconsolidated joint ventures, common stock repurchases, and dividend payments.

Over the longer term, to the extent the sources of capital described above are insufficient to meet our needs, we may also conduct additional public offerings of our securities, refinance debt or dispose of certain assets to fund our operating activities and debt service. We expect these resources will be adequate to fund our ongoing operating activities as well as provide capital for investment in future land purchases and related development activities and future joint ventures.

Material Cash Requirements

We are a party to many agreements that include contractual obligations and commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are

reflected on the Condensed Consolidated Balance Sheet as of ~~January~~July 31, 2023, while others are considered future commitments. Our contractual obligations primarily consist of long-term debt and related interest payments, payments due on our mortgage company loan facility, purchase obligations related to expected acquisition of land under purchase agreements and land development agreements (many of which are secured by letters of credit or surety bonds), operating leases, and obligations under our deferred compensation plan, supplemental executive retirement plans, and 401(k) savings plans. We also enter into certain short-term lease commitments, commitments to fund our existing or future unconsolidated joint ventures, letters of credit and other purchase obligations in the normal course of business. For more information regarding our primary obligations, refer to Note 5,6, “Loans Payable, Senior Notes, and Mortgage Company Loan Facility,” and Note ~~13,~~14, “Commitments and Contingencies,” to the Condensed Consolidated Financial Statements for amounts outstanding as of ~~January~~July 31, 2023, related to debt and commitments and contingencies, respectively.

We also operate through a number of joint ventures and have undertaken various commitments as a result of those arrangements. At ~~January~~July 31, 2023, we had investments in these entities of ~~$908.9~~$900.4 million and were committed to invest or advance up to an additional ~~$308.3~~$345.4 million to these entities if they require additional funding. At ~~January~~July 31, 2023, we had agreed to terms for the acquisition of ~~444~~313 home sites from three joint ventures for an estimated aggregate purchase price of ~~$44.8~~$28.7 million. In addition, we expect to purchase approximately ~~7,200~~8,300 additional home sites over a number of years from several joint ventures in which we have ~~interests; the~~interests. The purchase price of these home sites will be determined at a future date.

The unconsolidated joint ventures in which we have investments generally finance their activities with a combination of partner equity and debt financing. In some instances, we and our joint venture partner have guaranteed debt of unconsolidated entities. These guarantees may include any or all of the following: (i) project completion guarantees, including any cost overruns; (ii) repayment guarantees, generally covering a percentage of the outstanding loan; (iii) carry cost guarantees, which cover costs such as interest, real estate taxes, and insurance; (iv) an environmental indemnity provided to the lender that holds the lender harmless from and against losses arising from the discharge of hazardous materials from the property and non-compliance with applicable environmental laws; and (v) indemnification of the lender from “bad boy acts” of the unconsolidated entity.

In these situations where we have joint and several guarantees with our joint venture partner, we generally seek to implement a reimbursement agreement with our partner that provides that neither party is responsible for more than its proportionate share or agreed-upon share of the guarantee; however, we are not always successful. In addition, if the joint venture partner does not have adequate financial resources to meet its obligations under such a reimbursement agreement, we may be liable for more than our proportionate share. We believe that, as of ~~January~~July 31, 2023, in the event we become legally obligated to perform under a guarantee of the obligation of an unconsolidated entity due to a triggering event, the collateral in such entity should be sufficient to repay all or a significant portion of the obligation. If it is not, we and our partners would need to contribute additional capital to the entity. At ~~January~~July 31, 2023, we had guaranteed the debt of certain unconsolidated entities that have loan commitments aggregating ~~$3.04~~$3.18 billion, of which, if the full amount of the debt obligations were borrowed, we estimate ~~$627.3~~$642.2 million to be our maximum exposure related to repayment and carry cost guarantees. At ~~January~~July 31, 2023, the unconsolidated entities had borrowed an aggregate of ~~$1.29~~$1.51 billion, of which we estimate ~~$418.8~~$509.8 million to be our maximum exposure related to repayment and carry cost guarantees. The terms of these guarantees generally range from 1 month to ~~4.0~~3.9 years. These maximum exposure estimates do not take into account any recoveries from the underlying collateral or any reimbursement from our partners. Nor do they include any potential exposures related to project completion guarantees or the indemnities noted above, which are not estimable.

For more information regarding these joint ventures, see Note 3,4, “Investments in Unconsolidated Entities” in the Notes to Condensed Consolidated Financial Statements.

Debt Service Requirements

Our financing strategy is to ensure liquidity and access to capital markets, to maintain a balanced profile of debt maturities, and to manage our exposure to floating interest rate volatility.

Outside of the normal course of operations, one of our principal liquidity needs is the payment of principal and interest on outstanding indebtedness. We are required by the terms of certain loan documents to meet certain covenants, such as financial ratios and reporting requirements. As of ~~January~~July 31, 2023, we were in compliance with all such covenants and requirements on our term loan, credit facility and other loans payable. Refer to Note 5,6, “Loans Payable, Senior Notes, and Mortgage Company Loan Facility” in the Notes to the Condensed Consolidated Financial Statements.

Operating Activities

At ~~January~~July 31, 2023 and October 31, 2022, we had ~~$791.6 million~~$1.03 billion and $1.35 billion, respectively, of cash and cash equivalents. Cash ~~used in~~provided by operating activities during the ~~three-month~~nine-month period ended ~~January~~July 31, 2023 was ~~$357.8~~$675.0 million. Cash ~~used in~~provided by operating activities during the fiscal 2023 period was primarily related to ~~an increase in inventory, a decrease in accounts~~

~~payable and accrued expenses, a decrease in current income taxes - net and a decrease in customer deposits – net. This activity was offset, in part, by~~ net income (adjusted for stock-based compensation, impairments, depreciation and amortization, income and distributions of earnings from unconsolidated entities and deferred taxes); and mortgage loans sold, net of mortgage loans ~~originated;~~originated. This activity was offset, in part, by an increase in inventory; decreases in accounts payable and ~~a decrease~~accrued expenses, current income taxes – net, and customer deposits – net; and an increase in receivables, prepaid expenses, and other assets.

~~At January 31, 2022 and October 31, 2021, we had $671.4 million and $1.64 billion, respectively, of cash and cash equivalents.~~ Cash used in operating activities during the ~~three-month~~nine-month period ended ~~January~~July 31, 2022 was ~~$280.7~~$246.6 million. Cash used in operating activities during the fiscal 2022 period was primarily related to an increase in inventory and an increase ~~in receivables, prepaid expenses, and other assets, a decrease~~ in current income taxes ~~- net, and a decrease in accounts payable and accrued expenses.~~– net. This activity was offset, in part, by net income (adjusted for stock-based compensation, ~~inventory~~ impairments, ~~and write-offs,~~ depreciation and amortization, ~~income from unconsolidated entities~~ and deferred taxes); mortgage loans sold, net of mortgage loans originated; ~~and~~ an increase in customer deposits – ~~net.~~net, an increase in accounts payable and accrued expenses and a decrease in receivables, prepaid expenses, and other assets.

Investing Activities

In the ~~three-month~~nine-month period ended ~~January~~July 31, 2023, cash used in investing activities was ~~$69.4~~$133.6 million, which was primarily related to ~~$74.6~~$162.6 million used to fund our investments in unconsolidated entities and ~~$19.7~~$54.1 million used for the purchase of property and equipment. This activity was offset, in part, by ~~$15.9~~$74.0 million of cash received as returns from our investments in unconsolidated entities and $9.0 million of cash proceeds from the sale of assets.

In the ~~three-month~~nine-month period ended ~~January~~July 31, 2022, cash used in investing activities was ~~$62.4~~$94.9 million, which was primarily related to ~~$109.9~~$176.6 million used to fund our investments in unconsolidated entities and ~~$18.5~~$56.5 million used for the purchase of property

and equipment. This activity was offset, in part, by ~~$65.8~~$109.6 million million of cash received as returns from our investments in unconsolidated ~~entities.~~entities and $28.3 million of cash proceeds from the sale of assets.

Financing Activities

We used ~~$132.5~~$857.3 million of cash in financing activities in the ~~three-month~~nine-month period ended ~~January~~July 31, 2023, primarily for the redemption of $400.0 million of senior notes, payments of ~~$125.1~~$190.6 million of loans payable, net of borrowings, the payment of dividends on our common stock of ~~$22.9~~$69.1 million, ~~and~~ the repurchase of ~~$9.4~~$239.3 million of our common ~~stock.~~stock and payments of $5.3 million of debt issuance costs. This activity was offset, in part, by ~~$24.9~~$47.1 million of proceeds related to stock-based benefit plans - net.

We used ~~$617.0~~$946.3 million of cash in financing activities in the ~~three-month~~nine-month period ended ~~January~~July 31, 2022, primarily for the redemption of ~~senior notes of~~ $409.9 million of senior notes; the repurchase of ~~$128.1~~$383.9 million of our common ~~stock,~~stock; payments of ~~$55.3~~$58.4 million of loans payable, net of borrowings, ~~and~~ the payment of dividends on our common stock of ~~$21.1~~$66.9 million and payments related to noncontrolling interest - net of $25.8 million.

CRITICAL ACCOUNTING ESTIMATES

As disclosed in our 2022 Form 10-K, our most critical accounting estimates relate to inventory, cost of revenue recognition, warranty and self-insurance, and investments in unconsolidated entities. Since October 31, 2022, there have been no material changes to those critical accounting estimates.

SUPPLEMENTAL GUARANTOR INFORMATION

At ~~January~~July 31, 2023, our 100%-owned subsidiary, Toll Brothers Finance Corp. (the “Subsidiary Issuer”), had issued and outstanding ~~$2.00~~$1.60 billion aggregate principal amount of senior notes maturing on various dates between ~~April~~November 15, ~~2023~~2025 and November 1, 2029 (the “Senior Notes”). For further information regarding the Senior Notes, see Note 56 to our Consolidated Condensed Financial Statements under the caption “Senior Notes.”

The obligations of the Subsidiary Issuer to pay principal, premiums, if any, and interest are guaranteed jointly and severally on a senior basis by Toll Brothers, Inc. and substantially all of its 100%-owned home building subsidiaries (the “Guarantor Subsidiaries” and, together with us, the “Guarantors”). The guarantees are full and unconditional, and the Subsidiary Issuer and each of the Guarantor Subsidiaries are consolidated subsidiaries of Toll Brothers, Inc. Our non-home building subsidiaries and several of our home building subsidiaries (together, the “Non-Guarantor Subsidiaries”) do not guarantee the Senior Notes. The Subsidiary Issuer generates no operating revenues and does not have any independent operations other than the financing of our other subsidiaries by lending the proceeds of its public debt offerings, including the Senior Notes. Our home building operations are conducted almost entirely through the Guarantor Subsidiaries. Accordingly, the Subsidiary Issuer’s cash flow and ability to service the Senior Notes is dependent upon the earnings of the Company’s subsidiaries and the distribution of

those earnings to the Subsidiary Issuer, whether by dividends, loans or otherwise. Holders of the Senior Notes have a direct claim only against the Subsidiary Issuer and the Guarantors. The obligations of the Guarantors under their guarantees will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference or similar laws affecting the rights of creditors generally) under applicable law.

The indentures under which the Senior Notes were issued provide that any of our subsidiaries that provide a guarantee of our obligations under the New Revolving Credit Facility will guarantee the Senior Notes. The indentures further provide that any Guarantor Subsidiary may be released from its guarantee so long as (i) no default or event of default exists or would result from release of such guarantee; (ii) the Guarantor Subsidiary being released has consolidated net worth of less than 5% of the Company’s consolidated net worth as of the end of our most recent fiscal quarter; (iii) the Guarantor Subsidiaries released from their guarantees in any fiscal year comprise in the aggregate less than 10% (or 15% if and to the extent necessary to permit the cure of a default) of our consolidated net worth as of the end of our most recent fiscal quarter; (iv) such release would not have a material adverse effect on ours and our subsidiaries’ home building business; and (v) the Guarantor Subsidiary is released from its guaranty under the New Revolving Credit Facility. If there are no guarantors under the New Revolving Credit Facility, all Guarantor Subsidiaries under the indentures will be released from their guarantees.

The following summarized financial information is presented for Toll Brothers, Inc., the Subsidiary Issuer, and the Guarantor Subsidiaries on a combined basis after intercompany transactions and balances have been eliminated among Toll Brothers, Inc., the Subsidiary Issuer and the Guarantor Subsidiaries, as well as their investment in, and equity in earnings from the Non-Guarantor Subsidiaries.

Summarized Balance Sheet Data ~~(Amounts~~(amounts in millions):


	~~January~~July 31, 2023
Assets
Cash	$	~~615.1~~867.7
Inventory	$	~~8,939.8~~9,059.4
Amount due from Non-Guarantor Subsidiaries	$	~~763.9~~713.7
Total assets	$	~~11,020.7~~11,342.1

Liabilities & Stockholders' Equity
Loans payable	$	~~1,107.7~~1,106.7
Senior notes	$	~~1,995.4~~1,596.0
Total liabilities	$	~~5,196.4~~5,052.8
Stockholders' equity	$	~~5,843.2~~6,289.3

Summarized Statement of Operations Data ~~(Amounts~~(amounts in millions):


	For the ~~three~~nine months ended ~~January~~July 31, 2023
Revenues	$	~~1,729.6~~6,837.3
Cost of revenues	$	~~1,302.4~~5,035.8
Selling, general and administrative	$	~~209.5~~664.4
Income before income taxes	$	~~247.5~~1,169.8
Net income	$	~~186.8~~875.9

3234

SEGMENTS

We operate in the following five geographic segments, with current operations generally located in the states listed below:

•The North region: Connecticut, Delaware, Illinois, Massachusetts, Michigan, New Jersey, New York and Pennsylvania;

•The Mid-Atlantic region: Georgia, Maryland, North Carolina, Tennessee and Virginia;

•The South region: Florida, South Carolina and Texas;

•The Mountain region: Arizona, Colorado, Idaho, Nevada and Utah; and

•The Pacific region: California, Oregon and Washington.

At October 31, 2022, we concluded that our City Living operations were no longer a reportable operating segment, primarily due to their insignificance as a result of the change in structure and shift in strategy. Amounts reported in prior periods have been restated to conform to the fiscal 2023 presentation. The realignment did not have any impact on our consolidated financial position, results of operations, earnings per share or cash flows for the periods presented.

The tables below summarize information related to units delivered and revenues, net contracts signed, and income (loss) before income taxes, by segment, for the periods indicated, and information related to backlog, by segment, as of the dates indicated.

Units Delivered and Revenues:


		Three months ended January 31,																	Three months ended July 31,
		Revenues ($ in millions)						Units Delivered				Average Delivered Price ($ in thousands)							Revenues ($ in millions)						Units Delivered				Average Delivered Price ($ in thousands)
		2023		2022		% Change		2023	2022	% Change		2023		2022		% Change			2023		2022		% Change		2023	2022	% Change		2023		2022		% Change
				(restated)					(restated)					(restated)							(restated)					(restated)					(restated)
North	North	$	322.8	$	355.1	(9)	%	357	418	(15)	%	$	904.2	$	849.6	6	%	North	$	377.7	$	481.4	(22)	%	390	555	(30)	%	$	968.6	$	867.6	12	%
Mid-Atlantic	Mid-Atlantic	189.1		242.9		(22)	%	166	276	(40)	%	$	1,139.1	$	880.0	29	%	Mid-Atlantic	288.5		254.0		14	%	247	267	(7)	%	$	1,167.9	$	951.2	23	%
South	South	392.9		243.5		61	%	489	347	41	%	$	803.5	$	701.8	14	%	South	632.6		352.7		79	%	732	469	56	%	$	864.2	$	752.0	15	%
Mountain	Mountain	480.2		462.3		4	%	548	603	(9)	%	$	876.3	$	766.7	14	%	Mountain	726.0		660.5		10	%	775	802	(3)	%	$	936.8	$	823.6	14	%
Pacific	Pacific	364.8		385.0		(5)	%	266	285	(7)	%	$	1,371.3	$	1,350.7	2	%	Pacific	648.4		506.6		28	%	380	321	18	%	$	1,706.4	$	1,578.2	8	%
Total home building	Total home building	1,749.8		1,688.8		4	%	1,826	1,929	(5)	%	$	958.3	$	875.5	9	%	Total home building	2,673.2		2,255.2		19	%	2,524	2,414	5	%	$	1,059.1	$	934.2	13	%

Other	Other	(0.4)		(1.4)														Other	1.4		1.1
Total home sales revenue	Total home sales revenue	1,749.4		1,687.4		4	%	1,826	1,929	(5)	%	$	958.0	$	874.7	10	%	Total home sales revenue	2,674.6		2,256.3		19	%	2,524	2,414	5	%	$	1,059.7	$	934.7	13	%
Land sales and other revenue	Land sales and other revenue	30.7		103.7														Land sales and other revenue	13.0		238.5
Total revenue	Total revenue	$	1,780.1	$	1,791.1													Total revenue	$	2,687.6	$	2,494.8


	Nine months ended July 31,
	Revenues ($ in millions)						Units Delivered				Average Delivered Price ($ in thousands)
	2023		2022		% Change		2023	2022	% Change		2023		2022		% Change
			(restated)					(restated)					(restated)
North	$	1,081.9	$	1,235.6	(12)	%	1,155	1,467	(21)	%	$	936.7	$	842.3	11	%
Mid-Atlantic	787.2		765.1		3	%	687	819	(16)	%	$	1,145.9	$	934.2	23	%
South	1,544.8		922.5		67	%	1,880	1,263	49	%	$	821.7	$	730.4	13	%
Mountain	1,880.4		1,776.4		6	%	2,090	2,219	(6)	%	$	899.7	$	800.5	12	%
Pacific	1,619.1		1,433.0		13	%	1,030	982	5	%	$	1,571.9	$	1,459.3	8	%
Total home building	6,913.4		6,132.6		13	%	6,842	6,750	1	%	$	1,010.4	$	908.5	11	%

Other	0.7		(2.4)
Total home sales revenue	6,914.1		6,130.2		13	%	6,842	6,750	1	%	$	1,010.5	$	908.2	11	%
Land sales and other revenue	60.7		433.2
Total revenue	$	6,974.8	$	6,563.4

Net Contracts Signed:


	Three months ended July 31,
	Net Contract Value ($ in millions)						Net Contracted Units				Average Contracted Price ($ in thousands)
	2023		2022		% Change		2023	2022	% Change		2023		2022		% Change
			(restated)					(restated)					(restated)
North	$	330.7	$	308.1	7	%	344	283	22	%	$	961.3	$	1,088.8	(12)	%
Mid-Atlantic	296.4		224.7		32	%	317	186	70	%	$	935.3	$	1,208.0	(23)	%
South	513.8		340.5		51	%	632	313	102	%	$	812.9	$	1,088.0	(25)	%
Mountain	481.1		343.8		40	%	605	263	130	%	$	795.2	$	1,307.1	(39)	%
Pacific	541.5		447.1		21	%	347	221	57	%	$	1,560.5	$	2,023.1	(23)	%
Total consolidated	$	2,163.5	$	1,664.2	30	%	2,245	1,266	77	%	$	963.7	$	1,314.6	(27)	%

Backlog:


		At January 31,																	At July 31,
		Backlog Value ($ in millions)						Backlog Units				Average Backlog Price ($ in thousands)							Backlog Value ($ in millions)						Backlog Units				Average Backlog Price ($ in thousands)
		2023		2022		% Change		2023	2022	% Change		2023		2022		% Change			2023		2022		% Change		2023	2022	% Change		2023		2022		% Change
				(restated)					(restated)					(restated)							(restated)					(restated)					(restated)
North	North	$	1,112.5	$	1,578.2	(30)	%	1,093	1,803	(39)	%	$	1,017.9	$	875.3	16	%	North	$	1,051.1	$	1,464.1	(28)	%	1,035	1,516	(32)	%	$	1,015.6	$	965.8	5	%
Mid-Atlantic	Mid-Atlantic	1,035.9		1,122.5		(8)	%	927	1,143	(19)	%	$	1,117.5	$	982.1	14	%	Mid-Atlantic	1,060.8		1,110.8		(5)	%	1,039	1,039	—	%	$	1,021.0	$	1,069.1	(4)	%
South	South	2,289.7		2,333.4		(2)	%	2,449	2,860	(14)	%	$	934.9	$	815.9	15	%	South	2,245.8		2,636.2		(15)	%	2,439	2,978	(18)	%	$	920.8	$	885.2	4	%
Mountain	Mountain	2,383.7		3,317.9		(28)	%	2,275	3,794	(40)	%	$	1,047.8	$	874.5	20	%	Mountain	1,917.9		3,292.0		(42)	%	1,867	3,443	(46)	%	$	1,027.3	$	956.1	7	%
Pacific	Pacific	1,763.0		2,452.9		(28)	%	989	1,702	(42)	%	$	1,782.6	$	1,441.2	24	%	Pacific	1,599.2		2,682.2		(40)	%	915	1,749	(48)	%	$	1,747.7	$	1,533.6	14	%
Total consolidated	Total consolidated	$	8,584.8	$	10,804.9	(21)	%	7,733	11,302	(32)	%	$	1,110.2	$	956.0	16	%	Total consolidated	$	7,874.8	$	11,185.3	(30)	%	7,295	10,725	(32)	%	$	1,079.5	$	1,042.9	4	%

Income (Loss) Before Income Taxes ($ amounts in millions):


		Three months ended January 31,			Three months ended July 31,								Nine months ended July 31,
			2023			2022		% Change			2023		2022		% Change		2023		2022		% Change
						(restated)							(restated)						(restated)
North	North		$	36.6		$	45.7	(20)	%	North	$	49.1	$	81.4	(40)	%	$	136.6	$	177.8	(23)	%
Mid-Atlantic	Mid-Atlantic		22.9			33.4		(31)	%	Mid-Atlantic	71.1		39.9		78	%	158.5		117.2		35	%
South	South		52.4			22.6		132	%	South	126.9		56.3		125	%	268.0		121.8		120	%
Mountain	Mountain		87.3			71.0		23	%	Mountain	146.8		120.6		22	%	368.0		296.6		24	%
Pacific	Pacific		79.1			63.1		25	%	Pacific	183.4		120.1		53	%	419.9		299.9		40	%
Total home building	Total home building		278.3			235.8		18	%	Total home building	577.3		418.3		38	%	1,351.0		1,013.3		33	%
Corporate and other	Corporate and other		(24.5)			(34.8)		30	%	Corporate and other	(24.2)		(52.3)		54	%	(113.6)		(150.7)		25	%
Total consolidated	Total consolidated		$	253.8		$	201.0	26	%	Total consolidated	$	553.1	$	366.0	51	%	$	1,237.4	$	862.6	43	%

“Corporate and other” is comprised principally of general corporate expenses such as our executive offices; the corporate finance, accounting, audit, tax, human resources, risk management, information technology, marketing, and legal groups; interest income; income from certain of our ancillary businesses, including our apartment rental development business and our high-rise urban luxury condominium business; and income from our Rental Property Joint Ventures and Gibraltar Joint Ventures.

FISCAL 2023 COMPARED TO FISCAL 2022 (Restated)

North


		Three months ended January 31,				Three months ended July 31,										Nine months ended July 31,
			2023				2022			Change			2023			2022			Change		2023			2022			Change
Units Delivered and Revenues:	Units Delivered and Revenues:											Units Delivered and Revenues:
Home sales revenues ($ in millions)	Home sales revenues ($ in millions)		$	322.8			$	355.1		(9)	%	Home sales revenues ($ in millions)	$	377.7		$	481.4		(22)	%	$	1,081.9		$	1,235.6		(12)	%
Units delivered	Units delivered		357				418			(15)	%	Units delivered	390			555			(30)	%	1,155			1,467			(21)	%
Average delivered price ($ in thousands)	Average delivered price ($ in thousands)		$	904.2			$	849.6		6	%	Average delivered price ($ in thousands)	$	968.6		$	867.6		12	%	$	936.7		$	842.3		11	%

Net Contracts Signed:	Net Contracts Signed:											Net Contracts Signed:
Net contract value ($ in millions)	Net contract value ($ in millions)		$	315.2			$	438.8		(28)	%	Net contract value ($ in millions)	$	330.7		$	308.1		7	%	$	1,012.0		$	1,204.8		(16)	%
Net contracted units	Net contracted units		328				484			(32)	%	Net contracted units	344			283			22	%	1,068			1,246			(14)	%
Average contracted price ($ in thousands)	Average contracted price ($ in thousands)		$	961.0			$	906.7		6	%	Average contracted price ($ in thousands)	$	961.3		$	1,088.8		(12)	%	$	947.6		$	966.9		(2)	%

Home sales cost of revenues as a percentage of home sale revenues	Home sales cost of revenues as a percentage of home sale revenues		78.4		%		77.9		%			Home sales cost of revenues as a percentage of home sale revenues	81.0		%	76.2		%			79.9		%	77.3		%

Income before income taxes ($ in millions)	Income before income taxes ($ in millions)		$	36.6			$	45.7		(20)	%	Income before income taxes ($ in millions)	$	49.1		$	81.4		(40)	%	$	136.6		$	177.8		(23)	%

Number of selling communities at January 31,			49				60			(18)	%
Number of selling communities at July 31,												Number of selling communities at July 31,	41			49			(16)	%

The ~~decrease~~decreases in the number of homes delivered in the fiscal 2023 ~~period was~~periods were mainly due to a decrease in the number of homes in backlog at October 31, 2022, as compared to the number of homes in backlog at October 31, 2021, offset, in part by higher backlog ~~conversion.~~conversion and an increase in spec homes delivered. The ~~increase~~increases in the average ~~price~~prices of homes delivered in the fiscal 2023 ~~period was~~periods were primarily due to sales price increases and a shift in the number of homes delivered to more expensive areas and/or products.

The ~~decreases~~increase in the number of net contracts signed in the three-month fiscal 2023 period was primarily the result of an increase in demand compared to the fiscal 2022 period, offset, in part, by a decrease in the average number of selling communities. The decrease in the number of net contracts signed in the nine-month fiscal 2023 period was mainly due to a decrease in the average number of selling communities, as well as ~~weakened demand.~~weaker demand in the first and second quarters of fiscal 2023. The ~~increase~~decreases in the average value of each contract signed in the fiscal 2023 ~~period was~~periods were mainly due to a shift in the number of contracts signed to ~~more~~less expensive areas and/or ~~products.~~products and an increase in sales incentives.

The decrease in income before income taxes in the three-month fiscal 2023 period was attributable to lower earnings from decreased revenue and higher home sales cost of revenues, as a percentage of home sale revenues, offset, in part, by lower SG&A costs. The increase in home sales cost of revenues, as a percentage of home sales revenues, in the three-month fiscal 2023 period was primarily due to a shift in product mix/areas to lower-margin areas, offset, in part, by lower interest expense as a percentage of home sales revenues.

The decrease in income before income taxes in the nine-month fiscal 2023 period was attributable to lower earnings from decreased revenue and higher home sales cost of revenues, as a percentage of home sale revenues, offset, in part, by lower SG&A costs. The increase in home sales cost of revenues, as a percentage of home sales revenues, in the nine-month fiscal 2023 period was primarily due to a shift in product mix/areas to lower-margin areas, offset, in part, by lower interest expense as a percentage of home sales revenues. In addition, we recognized a $2.7 million of land impairment charges during the nine-month fiscal 2023 period in connection with a planned land sale. We also recorded impairment charges of $1.4 million and $6.6 million related to office space within one of our Hoboken, New Jersey condominium projects in connection with a planned sale in the three-month and nine-month fiscal 2022 periods, respectively.

Mid-Atlantic


		Three months ended January 31,				Three months ended July 31,										Nine months ended July 31,
			2023				2022			Change			2023			2022			Change		2023			2022			Change
Units Delivered and Revenues:	Units Delivered and Revenues:											Units Delivered and Revenues:
Home sales revenues ($ in millions)	Home sales revenues ($ in millions)		$	189.1			$	242.9		(22)	%	Home sales revenues ($ in millions)	$	288.5		$	254.0		14	%	$	787.2		$	765.1		3	%
Units delivered	Units delivered		166				276			(40)	%	Units delivered	247			267			(7)	%	687			819			(16)	%
Average delivered price ($ in thousands)	Average delivered price ($ in thousands)		$	1,139.1			$	880.0		29	%	Average delivered price ($ in thousands)	$	1,167.9		$	951.2		23	%	$	1,145.9		$	934.2		23	%

Net Contracts Signed:	Net Contracts Signed:											Net Contracts Signed:
Net contract value ($ in millions)	Net contract value ($ in millions)		$	264.1			$	360.6		(27)	%	Net contract value ($ in millions)	$	296.4		$	224.7		32	%	$	886.0		$	871.9		2	%
Net contracted units	Net contracted units		251				366			(31)	%	Net contracted units	317			186			70	%	884			806			10	%
Average contracted price ($ in thousands)	Average contracted price ($ in thousands)		$	1,052.2			$	985.3		7	%	Average contracted price ($ in thousands)	$	935.3		$	1,208.0		(23)	%	$	1,002.3		$	1,081.8		(7)	%

Home sales cost of revenues as a percentage of home sale revenues	Home sales cost of revenues as a percentage of home sale revenues		72.9		%		77.5		%			Home sales cost of revenues as a percentage of home sale revenues	69.2		%	75.8		%			71.5		%	76.6		%

Income before income taxes ($ in millions)	Income before income taxes ($ in millions)		$	22.9			$	33.4		(31)	%	Income before income taxes ($ in millions)	$	71.1		$	39.9		78	%	$	158.5		$	117.2		35	%

Number of selling communities at January 31,			39				34			15	%
Number of selling communities at July 31,												Number of selling communities at July 31,	34			40			(15)	%

The ~~decrease~~decreases in the number of homes delivered in the three-month and nine-month fiscal 2023 ~~period was~~periods were mainly due to a decrease in the number of homes in backlog at October 31, 2022, as compared to the number of homes in backlog at October 31, 2021, offset, in part, by higher backlog conversion, and ~~lower backlog~~

~~conversion.~~an increase in spec homes delivered. The ~~increase~~increases in the average price of homes delivered in the three-month and nine-month fiscal 2023 ~~period was~~periods were primarily due to a shift in the number of homes delivered to more expensive areas and/or products and sales price increases.

The ~~decrease~~increases in the number of net contracts signed in the fiscal 2023 ~~period was~~periods were mainly due to ~~weakened~~improved demand, ~~offset, in part, by an increase~~particularly in the third quarter, partially offset by a decrease in the average number of selling communities. The ~~increase~~decreases in the average value of each contract signed in the fiscal 2023 ~~period was~~periods were mainly ~~due to a shift in the number of contracts signed to more expensive areas and/or products.~~

The decrease in income before income taxes in the fiscal 2023 period was mainly due to lower earnings from decreased revenue partially offset by lower home sales cost of revenues, as a percentage of home sales revenues.The decrease in home sales cost of revenues, as a percentage of home sales revenues, in the fiscal 2023 period was primarily due to a shift in product mix/areas to higher-margin areas and lower interest expense as a percentage of home sales revenues. In addition, we recognized a $10.3 million land impairment charge, included in land sales and other cost of revenues, during the fiscal 2023 period in connection with a planned land sale.

Three months ended January 31,
2023 2022 Change
Units Delivered and Revenues:
Home sales revenues ($ in millions) $ 392.9 $ 243.5 61 %
Units delivered 489 347 41 %
Average delivered price ($ in thousands) $ 803.5 $ 701.8 14 %
Net Contracts Signed:
Net contract value ($ in millions) $ 328.5 $ 611.5 (46) %
Net contracted units 415 737 (44) %
Average contracted price ($ in thousands) $ 791.6 $ 829.7 (5) %
Home sales cost of revenues as a percentage of home sale revenues 76.9 % 77.8 %
Income before income taxes ($ in millions) $ 52.4 $ 22.6 132 %
Number of selling communities at January 31, 98 86 14 %

The increase in the number of homes delivered in the fiscal 2023 period was mainly due to an increase in the number of homes in backlog at October 31, 2022, as compared to the number of homes in backlog at October 31, 2021 and higher backlog conversion. The increase in the average price of homes delivered in the fiscal 2023 period was primarily due to sales price increases and a shift in the number of homes delivered to more expensive areas.

The decrease in the number of net contracts signed in the fiscal 2023 period was due principally to a decline in demand, offset, in part, by an increase in the number of selling communities. The decrease in the average value of each contract signed in the fiscal 2023 period was primarily due to a shift in the number of contracts signed to less expensive areas and/or ~~product types~~products and ~~increased~~an increase in sales incentives.

The increase in income before income taxes in the three-month fiscal 2023 period was ~~principally~~mainly due to higher earnings from increased ~~revenues and~~revenue, lower home sales cost of revenues, as a percentage of home ~~sale~~sales revenues, ~~offset, in part, by higher~~and lower SG&A costs. The decrease in home sales cost of revenues, as a percentage of home sales revenues, in the fiscal 2023 period was primarily due to a shift in product mix/areas to higher-margin areas and lower interest expense as a percentage of home sales revenues.

The increase in income before income taxes in the nine-month fiscal 2023 period was mainly due to lower home sales cost of revenues, as a percentage of home sales revenues and lower SG&A costs. The decrease in home sales cost of revenues, as a percentage of home sales revenues, in the nine-month fiscal 2023 period was primarily due to a shift in product mix/areas to higher-margin areas and lower interest expense as a percentage of home sales revenues. This decrease was offset, in part, by an increase in impairment charges in the nine-month fiscal 2023 period. In addition, we recognized a $10.3 million land impairment charge, included in land sales and other cost of revenues, during the nine-month fiscal 2023 period in connection with a planned land sale. No similar charges were recognized in the nine-month fiscal 2022 period.

~~Mountain~~


		Three months ended January 31,				Three months ended July 31,										Nine months ended July 31,
			2023				2022			Change			2023			2022			Change		2023			2022			Change
Units Delivered and Revenues:	Units Delivered and Revenues:											Units Delivered and Revenues:
Home sales revenues ($ in millions)	Home sales revenues ($ in millions)		$	480.2			$	462.3		4	%	Home sales revenues ($ in millions)	$	632.6		$	352.7		79	%	$	1,544.8		$	922.5		67	%
Units delivered	Units delivered		548				603			(9)	%	Units delivered	732			469			56	%	1,880			1,263			49	%
Average delivered price ($ in thousands)	Average delivered price ($ in thousands)		$	876.3			$	766.7		14	%	Average delivered price ($ in thousands)	$	864.2		$	752.0		15	%	$	821.7		$	730.4		13	%

Net Contracts Signed:	Net Contracts Signed:											Net Contracts Signed:
Net contract value ($ in millions)	Net contract value ($ in millions)		$	263.9			$	758.0		(65)	%	Net contract value ($ in millions)	$	513.8		$	340.5		51	%	$	1,433.2		$	1,525.7		(6)	%
Net contracted units	Net contracted units		299				799			(63)	%	Net contracted units	632			313			102	%	1,796			1,666			8	%
Average contracted price ($ in thousands)	Average contracted price ($ in thousands)		$	882.6			$	948.7		(7)	%	Average contracted price ($ in thousands)	$	812.9		$	1,088.0		(25)	%	$	798.0		$	915.8		(13)	%

Home sales cost of revenues as a percentage of home sale revenues	Home sales cost of revenues as a percentage of home sale revenues		73.2		%		75.3		%			Home sales cost of revenues as a percentage of home sale revenues	72.8		%	74.5		%			74.7		%	76.6		%

Income before income taxes ($ in millions)	Income before income taxes ($ in millions)		$	87.3			$	71.0		23	%	Income before income taxes ($ in millions)	$	126.9		$	56.3		125	%	$	268.0		$	121.8		120	%

Number of selling communities at January 31,			103				100			3	%
Number of selling communities at July 31,												Number of selling communities at July 31,	108			95			14	%

The ~~decrease~~increases in the number of homes delivered in the fiscal 2023 ~~period was~~periods were mainly due to an increase in the number of homes in backlog at October 31, 2022, as compared to the number of homes in backlog at October 31, 2021, an increase in spec homes delivered, and higher backlog conversion. The increases in the average prices of homes delivered in the fiscal 2023 periods were primarily due to sales price increases and a ~~decrease~~shift in the number of homes delivered to more expensive areas.

The increases in the number of net contracts signed in the fiscal 2023 periods were due principally to improved demand and an increase in the number of selling communities. The decreases in the average value of each contract signed in the fiscal 2023 periods were primarily due to a shift in the number of contracts signed to less expensive areas or product types and increased sales incentives.

The increases in income before income taxes in the fiscal 2023 periods were principally due to higher earnings from increased revenues and lower home sales cost of revenues, as a percentage of home sale revenues, offset, in part, by higher SG&A costs. The decreases in home sales cost of revenues, as a percentage of home sales revenues, in the fiscal 2023 periods were primarily due to a shift in product mix/areas to higher-margin areas, sales price increases and lower interest expense as a percentage of home sales revenues.

Mountain


	Three months ended July 31,								Nine months ended July 31,
	2023			2022			Change		2023			2022			Change
Units Delivered and Revenues:
Home sales revenues ($ in millions)	$	726.0		$	660.5		10	%	$	1,880.4		$	1,776.4		6	%
Units delivered	775			802			(3)	%	2,090			2,219			(6)	%
Average delivered price ($ in thousands)	$	936.8		$	823.6		14	%	$	899.7		$	800.5		12	%

Net Contracts Signed:
Net contract value ($ in millions)	$	481.1		$	343.8		40	%	$	1,194.4		$	2,045.1		(42)	%
Net contracted units	605			263			130	%	1,433			2,064			(31)	%
Average contracted price ($ in thousands)	$	795.2		$	1,307.1		(39)	%	$	833.5		$	990.8		(16)	%

Home sales cost of revenues as a percentage of home sale revenues	73.6		%	74.9		%			73.6		%	75.6		%

Income before income taxes ($ in millions)	$	146.8		$	120.6		22	%	$	368.0		$	296.6		24	%

Number of selling communities at July 31,	111			102			9	%

The decreases in the number of homes delivered in the fiscal 2023 periods were mainly due to decreases in the number of homes in backlog at October 31, 2022, as compared to the number of homes in backlog at October 31, 2021, partially offset by higher backlog conversion and an increase in spec homes delivered in the fiscal 2023 ~~period.~~periods. The ~~increase~~increases in the average price of homes delivered in the fiscal 2023 ~~period was~~periods were primarily due to sales price increases.

The ~~decrease~~increase in the number of net contracts signed in the three-month fiscal 2023 period was due principally to improved demand and an increase in the number of selling communities. The decrease in the average value of each contract signed in the three-month fiscal 2023 period was primarily due to ~~weakened demand.~~a shift in the number of contracts signed to less expensive areas or product types and increased sales incentives.

The decreases in the number of net contracts signed in the nine-month fiscal 2023 period was primarily due to weaker demand in the first and second quarters of fiscal 2023, partially offset by an increase in the number of selling communities. The decrease in the average value of each contract signed in the fiscal 2023 period was mainly due to a shift in the number of contracts signed to less expensive areas or product types and increased sales incentives.

The ~~increase~~increases in income before income taxes in the fiscal 2023 periods were due mainly to higher earnings from increased revenues in the fiscal 2023 period, lower home sales cost of revenues, as a percentage of home sale revenues and lower SG&A costs. The decreases in home sales cost of revenues, as a percentage of home sales revenues, in the fiscal 2023 periods were primarily due to a shift in product mix/areas to higher-margin areas and sales price increases. The nine-month fiscal 2023 period was also impacted by an increase in impairment charges.

Pacific


	Three months ended July 31,								Nine months ended July 31,
	2023			2022			Change		2023			2022			Change
Units Delivered and Revenues:
Home sales revenues ($ in millions)	$	648.4		$	506.6		28	%	$	1,619.1		$	1,433.0		13	%
Units delivered	380			321			18	%	1,030			982			5	%
Average delivered price ($ in thousands)	$	1,706.4		$	1,578.2		8	%	$	1,571.9		$	1,459.3		8	%

Net Contracts Signed:
Net contract value ($ in millions)	$	541.5		$	447.1		21	%	$	1,367.5		$	2,100.0		(35)	%
Net contracted units	347			221			57	%	858			1,287			(33)	%
Average contracted price ($ in thousands)	$	1,560.5		$	2,023.1		(23)	%	$	1,593.8		$	1,631.7		(2)	%

Home sales cost of revenues as a percentage of home sale revenues	66.2		%	69.8		%			67.8		%	71.8		%

Income before income taxes ($ in millions)	$	183.4		$	120.1		53	%	$	419.9		$	299.9		40	%

Number of selling communities at July 31,	51			46			11	%

The increases in the number of homes delivered in the fiscal 2023 periods were mainly due to higher backlog conversion and an increase in spec homes delivered, offset, in part, by a lower number of homes in backlog at October 31, 2022, as compared to the number of homes in backlog at October 31, 2021. The increases in the average prices of homes delivered in the fiscal 2023 periods were primarily due to a shift in the number of homes delivered to more expensive areas and/or products and sales price increases.

The increase in the number of net contracts signed in the three-month fiscal 2023 period was due principally to improved demand and an increase in the number of selling communities. The decrease in the average value of each contract signed in the three-month fiscal 2023 period was primarily due to a shift in the number of contracts signed to less expensive areas or product types and increased sales incentives.

The decrease in the number of net contracts signed in the nine-month fiscal 2023 period was primarily due to weaker demand in the first and second quarters of fiscal 2023, partially offset by an increase in the number of selling communities in the fiscal 2023 period. The decrease in the average value of each contract signed in the nine-month fiscal 2023 period was primarily due to a shift in the number of contracts signed to less expensive areas or product types and increased sales incentives.

The increase in income before income taxes in the three-month fiscal 2023 period was mainly due to higher earnings from increased revenues in the fiscal 2023 period and lower home sales cost of revenues, as a percentage of home ~~sale revenues. The decrease in home sales cost of revenues, as a percentage of home~~ sales revenues, offset, in ~~the fiscal 2023 period was primarily due to a shift in product mix/areas to higher-margin areas and sales price increases.~~

~~Pacific~~
Three months ended January 31,
2023 2022 Change
Units Delivered and Revenues:
Home sales revenues ($ in millions) $ 364.8 $ 385.0 (5) %
Units delivered 266 285 (7) %
Average delivered price ($ in thousands) $ 1,371.3 $ 1,350.7 2 %
Net Contracts Signed:
Net contract value ($ in millions) $ 282.6 $ 824.1 (66) %
Net contracted units 168 543 (69) %
Average contracted price ($ in thousands) $ 1,681.8 $ 1,517.6 11 %
Home sales cost of revenues as a percentage of home sale revenues 70.0 % 74.6 %
Income before income taxes ($ in millions) $ 79.1 $ 63.1 25 %
Number of selling communities at January 31, 39 45 (13) %

The decrease in the number of homes delivered in the fiscal 2023 period was mainly due to a decrease in the number of homes in backlog at October 31, 2022, as compared to the number of homes in backlog at October 31, 2021, partially offsetpart, by higher backlog conversion. The increase in the average price of homes delivered in fiscal 2023 period was primarily due to a shift in the number of homes delivered to more expensive areas and/or products and sales price increases.

The decrease in the number of net contracts signed in the fiscal 2023 period was primarily due to a decrease in demand, coupled with the decrease in the number of selling communities in the fiscal 2023 period. The increase in the average value of each contract signed in the fiscal 2023 period was mainly due to a shift in product mix.

~~The increase in income before income taxes in the fiscal 2023 period was mainly due to lower home sales cost of revenues, as a percentage of home sales revenues and lower~~ SG&A ~~costs.~~costs on higher volume. The decrease in home sales cost of revenues, as a percentage of home sales revenues, was primarily due to a shift in product mix/areas to higher-margin areas and sales price increases, coupled with lower interest expense as a percentage of home sales revenues. Home sales cost of revenues, as a percentage of home sales revenues, was also impacted by decreased impairment charges in the 2023 period compared to the fiscal 2022 period.

The increase in income before income taxes in the nine-month fiscal 2023 period was mainly due to higher earnings from increased revenues in the fiscal 2023 period, lower home sales cost of revenues, as a percentage of home sales revenues and lower SG&A costs. This increase was offset, in part, by ~~an increase in~~higher impairment charges in the 2023 period compared to the fiscal ~~2023 period.~~2022 period, including a $2.2 million impairment charged recognized in land sales and other cost of revenues in connection with a planned land sale. No similar charges were recognized in the fiscal 2022 periods. The decrease in home sales cost of revenues, as a percentage of home sales revenues, was primarily due to a shift in product mix/areas to higher-margin areas and sales price increases, coupled with lower interest expense as a percentage of home sales revenues.

In the three months ended ~~January~~July 31, 2023 and 2022, loss before income taxes was ~~$24.5~~$24.2 million and ~~$34.8~~$52.3 million, respectively. The decrease in the loss before income taxes in the fiscal 2023 period was principally due to a $35.0 million gain recognized from a property sale by one of our Rental Property Joint Ventures in the fiscal 2023 period, increased interest income due to higher interest rates, lower SG&A costs and increased earnings from our high-rise urban luxury condominium operations. These decreases are offset, in part, by lower earnings from our mortgage company operations primarily due to reduced volume and increased competition resulting in decreased spreads, higher losses incurred by our Rental Property Joint Ventures, and higher losses incurred in our apartment living operations.

In the nine months ended July 31, 2023 and 2022, loss before income taxes was $113.6 million and $150.7 million, respectively. The decrease in the loss before income taxes in the fiscal 2023 period was principally due to a $35.0 million gain recognized from a property sale by one of our Rental Property Joint Ventures in the fiscal 2023 period, $27.7 million ~~gain on~~of gains from litigation settlements - net, recognized in the fiscal 2023 period, lower SG&A costs, and increased interest income due to higher interest rates. ~~These increases are~~This decrease was offset, in part, by a $21.0 million gain recognized in the fiscal 2022 period related to a property sale by one of our Rental Property Joint Ventures, a $9.0 million gain related to the bulk sale of security monitoring accounts by our smart home technologies business during the fiscal 2022 period, lower earnings from our mortgage ~~and title~~ company operations primarily due to a decrease in volume, ~~and~~ higher losses incurred by our Rental Property Joint ~~Ventures.~~Ventures, and higher losses incurred in our apartment living operations. In addition, we recognized a $2.5 million land impairment charge during the nine-month fiscal 2023 period in connection with a planned land sale.

AVAILABLE INFORMATION

Our principal Internet address is www.tollbrothers.com, and our Investor Relations website is located at investors.tollbrothers.com. We make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act available through our Investor Relations website, free of charge, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

We provide information about our business and financial performance, including our company overview, on our Investor Relations website. Additionally, we webcast our earnings calls and certain events we participate in with members of the investment community on our Investor Relations website. Corporate governance information, including our codes of ethics, corporate governance guidelines, and board committee charters, is also available on our Investor Relations website. The content of our websites is not incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk primarily due to fluctuations in interest rates. We utilize both fixed-rate and variable-rate debt. For fixed-rate debt, changes in interest rates generally affect the fair market value of the debt instrument, but not our earnings or cash flow. Conversely, for variable-rate debt, changes in interest rates generally do not impact the fair value of the debt instrument, but do affect our earnings and cash flow. We generally do not have the obligation to prepay fixed-rate debt before maturity, and, as a result, interest rate risk and changes in fair value should not have a significant impact on our fixed-rate debt until we are required or elect to refinance it.

The table below sets forth, at ~~January~~July 31, 2023, our debt obligations by scheduled maturity, weighted-average interest rates, and estimated fair value (amounts in thousands):


		Fixed-rate debt			Variable-rate debt (a),(b)				Fixed-rate debt			Variable-rate debt (a),(b)
Fiscal year of maturity	Fiscal year of maturity	Amount		Weighted- average interest rate	Amount		Weighted- average interest rate	Fiscal year of maturity	Amount		Weighted- average interest rate	Amount		Weighted- average interest rate
2023	2023	$	555,336	4.19%	$	72,797	6.16%	2023	$	37,265	5.26%	$	—
2024	2024	131,807		4.53%	—			2024	204,467		4.30%	72,127		7.05%
2025	2025	91,627		5.11%	—			2025	111,919		5.47%	—
2026 ~~(c)~~	2026 ~~(c)~~	379,160		4.86%	101,563		5.37%	2026 ~~(c)~~	413,722		4.99%	101,563		6.20%
2027 ~~(c)~~	2027 ~~(c)~~	462,360		4.83%	548,437		5.37%	2027 ~~(c)~~	471,748		4.84%	60,937		6.20%
Thereafter	Thereafter	875,384		4.02%	—			Thereafter	875,884		4.02%	487,500		6.20%
Bond discounts, premiums and deferred issuance costs - net	Bond discounts, premiums and deferred issuance costs - net	(6,199)			—			Bond discounts, premiums and deferred issuance costs - net	(7,543)			—
Total	Total	$	2,489,475	4.40%	$	722,797	5.45%	Total	$	2,107,462	4.51%	$	722,127
Fair value at January 31, 2023		$	2,404,853		$	722,797
Fair value at July 31, 2023								Fair value at July 31, 2023	$	2,022,302		$	722,127

(a) Based upon the amount of variable-rate debt outstanding at ~~January~~July 31, 2023, and holding the variable-rate debt balance constant, each 1% increase in interest rates would increase the interest incurred by us by approximately $7.2 million per year, without consideration of the Company’s interest rate swap transactions.

(b) In November 2020, we entered into five interest rate swap transactions to hedge $400.0 million of the Term Loan Facility, which is included in the variable-rate debt column in the table above. The interest rate swaps effectively fix the interest cost on the $400.0 million at 0.369% plus the spread set forth in the pricing schedule in the Term Loan Facility through October 2025. The spread was ~~0.80%~~1.15% as of ~~January~~July 31, 2023. These interest rate swaps were designated as cash flow hedges.

(c) On February 14, 2023, we entered into an amendment on the Term Loan Facility to extend the maturity date of $487.5 million of outstanding term loans to February 14, 2028, with $60.9 million due on November 1, 2026 and the remaining $101.6 million due on November 1, 2025.

ITEM 4. CONTROLS AND PROCEDURES

Any controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected; however, our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.

Our Chief Executive Officer and Chief Financial Officer, with the assistance of management, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the “Evaluation Date”). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We continue to implement a new enterprise resource planning (“ERP”) system that affects many of our financial processes and is expected to improve the efficiency and effectiveness of certain financial and business transaction processes, as well as the underlying systems environment. The new ERP system will be a significant component of our internal control over financial reporting. Other than the ERP system implementation noted above, there has not been any change in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our quarter ended ~~January~~July 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

There have been no material changes in our risk factors as previously disclosed in Part I, Item 1A., “Risk Factors” in our 2022 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

During the three-month period ended ~~January~~July 31, 2023, we repurchased the following shares of our common stock:
Period
Total number
of shares purchased (a)
Average
price
paid per share
Total number of shares purchased as part of publicly announced plans or programs (b)
Maximum
number of shares
that may yet be
purchased under the plans or programs (b)
(in thousands) (in thousands) (in thousands)
November 1, 2022 to November 30, 2022 — $ — — 14,576
December 1, 2022 to December 31, 2022 186 $ 49.94 186 14,390
January 1, 2023 to January 31, 2023 1 $ 54.02 1 14,389
Total 187 187


Period	Total number of shares purchased (a)	Average price paid per share (b)		Total number of shares purchased as part of publicly announced plans or programs (c)	Maximum number of shares that may yet be purchased under the plans or programs (c)
	(in thousands)			(in thousands)	(in thousands)
May 1, 2023 to May 31, 2023	177	$	68.03	177	12,770
June 1, 2023 to June 30, 2023	1,186	$	75.09	1,186	11,584
July 1, 2023 to July 31, 2023	568	$	79.41	568	11,016
Total	1,931	$	75.71	1,931

Except as set forth above, we have not repurchased any of our equity securities during the three-month period ended

~~January~~July 31, 2023.

During the ~~three~~nine months ended ~~January~~July 31, 2023, we paid cash dividends of ~~$0.20~~$0.62 per share to our shareholders. The payment of dividends is within the discretion of our Board of Directors and any decision to pay dividends in the future will depend upon an evaluation of a number of factors, including our results of operations, our capital requirements, our operating and financial condition, and any contractual limitations then in effect. Our revolving credit agreement and term loan agreement each require us to maintain a minimum tangible net worth (as defined in the applicable agreement), which restricts the amount of dividends we may pay. At ~~January~~July 31, 2023, under our bank credit agreements, we could have paid up to approximately ~~$2.15~~$2.54 billion of cash dividends.

During the period covered by this Quarterly Report on Form 10-Q, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.


*			Filed electronically herewith.


Delaware			23-2416878
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1140 Virginia Drive	Fort Washington	Pennsylvania	19034
(Address of principal executive offices)			(Zip Code)


			Page No.

Statement on Forward-Looking Information			1

PART I. Financial Information

Item 1. Financial Statements

Condensed Consolidated Balance Sheets (Unaudited)			2

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)			3

Condensed Consolidated Statements of Changes in Equity (Unaudited)			4

Condensed Consolidated Statements of Cash Flows (Unaudited)			56

Notes to Condensed Consolidated Financial Statements (Unaudited)			67

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2425

Item 3. Quantitative and Qualitative Disclosures About Market Risk			3843

Item 4. Controls and Procedures			3944

PART II. Other Information

Item 1. Legal Proceedings			4045

Item 1A. Risk Factors			4045

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			4045

Item 6. Exhibits			4146

SIGNATURES			4247


		Three months ended January 31,			Three months ended July 31,						Nine months ended July 31,
			2023			2022			2023		2022		2023		2022
Interest capitalized, beginning of period	Interest capitalized, beginning of period		$	209,468		$	253,938	Interest capitalized, beginning of period	$	211,760	$	237,333	$	209,468	$	253,938
Interest incurred	Interest incurred		36,854			31,005		Interest incurred	32,624		34,676		107,341		97,569
Interest expensed to home sales cost of revenues	Interest expensed to home sales cost of revenues		(25,080)			(32,437)		Interest expensed to home sales cost of revenues	(37,004)		(37,308)		(99,642)		(110,567)
Interest expensed to land sales and other cost of revenues	Interest expensed to land sales and other cost of revenues		(3,477)			(3,409)		Interest expensed to land sales and other cost of revenues	(1,258)		(1,221)		(6,086)		(4,848)

Interest capitalized on investments in unconsolidated entities	Interest capitalized on investments in unconsolidated entities		(2,463)			(1,290)		Interest capitalized on investments in unconsolidated entities	(2,271)		(1,759)		(7,432)		(4,566)
Previously capitalized interest transferred to investments in unconsolidated entities	Previously capitalized interest transferred to investments in unconsolidated entities		(244)			—		Previously capitalized interest transferred to investments in unconsolidated entities	—		—		(244)		—
Previously capitalized interest on investments in unconsolidated entities transferred to inventory	Previously capitalized interest on investments in unconsolidated entities transferred to inventory		139			135		Previously capitalized interest on investments in unconsolidated entities transferred to inventory	296		32		742		227
Interest capitalized, end of period	Interest capitalized, end of period		$	215,197		$	247,942	Interest capitalized, end of period	$	204,147	$	231,753	$	204,147	$	231,753


		Balance Sheet Classification	January 31, 2023		October 31, 2022			Balance Sheet Classification	July 31, 2023		October 31, 2022
Number of Joint Venture VIEs that the Company is the primary beneficiary and consolidates	Number of Joint Venture VIEs that the Company is the primary beneficiary and consolidates		6		5		Number of Joint Venture VIEs that the Company is the primary beneficiary and consolidates		7		5
Carrying value of consolidated VIEs assets	Carrying value of consolidated VIEs assets	Inventory or investments in unconsolidated entities	$	91,300	$	81,300	Carrying value of consolidated VIEs assets	Inventory and investments in unconsolidated entities	$	89,700	$	81,300
Our partners’ interests in consolidated VIEs	Our partners’ interests in consolidated VIEs	Noncontrolling interest	$	9,600	$	9,700	Our partners’ interests in consolidated VIEs	Noncontrolling interest	$	11,300	$	9,700


☑						Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Period	Total number of shares purchased (a)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs (b)	Maximum number of shares that may yet be purchased under the plans or programs (b)
	(in thousands)			(in thousands)	(in thousands)
November 1, 2022 to November 30, 2022	—	$	—	—	14,576
December 1, 2022 to December 31, 2022	186	$	49.94	186	14,390
January 1, 2023 to January 31, 2023	1	$	54.02	1	14,389
Total	187			187


3.1			By-Laws of Toll Brothers, Inc., as Amended and Restated June 13, 2023 is hereby incorporated by reference to Exhibit 3.01 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2023

4.1*			~~Twenty-Ninth~~Thirtieth Supplemental Indenture dated as of ~~January~~July 31, 2023 to the Indenture dated as of February 7, 2012 by and among the party listed on Schedule A hereto and The Bank of New York Mellon, as successor trustee

~~10.1~~			Credit Agreement, dated as of February 14, 2023, by and among First Huntingdon Finance Corp., Toll Brothers, Inc., the Lenders party thereto and Mizuho Bank, Ltd. as Administrative Agent, is hereby incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2023

~~10.2~~			Amendment No. 5, dated as of February 14, 2023, to the Credit Agreement, dated as of February 3, 2014 (as amended by Amendment No. 1, dated as of May 19, 2016, Amendment No. 2, dated as of August 2, 2016, Amendment No. 3, dated as of November 1, 2018 and Amendment No. 4, dated as of October 31, 2019), among First Huntingdon Finance Corp., Toll Brothers, Inc., the Lenders party thereto and Truist Bank, as Administrative Agent, is hereby incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2023

31.1*			Certification of Douglas C. Yearley, Jr. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*			Certification of Martin P. Connor pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*			Certification of Douglas C. Yearley, Jr. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*			Certification of Martin P. Connor pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101			The following financial statements from Toll Brothers, Inc. Quarterly Report on Form 10-Q for the quarter ended ~~January~~July 31, 2023, filed on ~~March 2,~~August 31, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income, (iii) Condensed Consolidated Statements of Changes in Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) the Notes to Condensed Consolidated Financial Statements
101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document