Toll Brothers (TOL) CORRESP Correspondence with SEC

June 11, 2013

VIA EDGAR TRANSMISSION

Mr. Terence O'Brien

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010 

Re:	Toll Brothers, Inc.
	Form 10-K
	Filed December 28, 2012
	File No. 1-9186

Dear Mr. O'Brien:

We have reviewed your letter of May 28, 2013 regarding the Toll Brothers, Inc. (the “Company”) Annual Report on Form 10-K for the fiscal year ended October 31, 2012 (the “Form 10-K”). To facilitate your review, we have organized our response to include each comment to which we are responding herein prior to the response to that comment. This document is being submitted via EDGAR.

We understand that your review and comments are intended to assist us in compliance with applicable disclosure requirements and to enhance the overall quality of the disclosure in our filings. We share these objectives and are responding to your comments with these goals in mind.

Form 10-K for the year ended October 31, 2012

19. Supplemental Guarantor Information, page F-45

1. We have read your response to comment 3 in our letter dated April 22, 2013, and thank you for the revised accompanying condensed financial statements. The changes made to the classification of the transactions representing the receipt or payment of intercompany advances (part (d)) have a material impact on all categories of cash flows for the past two fiscal years and, consequently, it would appear that a revision to your Form 10-K is warranted. Therefore, please amend your Form 10-K accordingly.

Response:

We will file an amended Form 10-K for the year ended October 31, 2012 and Form 10-Q for the quarter ended January 31, 2013 to present the supplemental guarantor information in a format that has been adjusted from priorannual and quarterly reports in order to (i) retrospectively reflect the transfer of the balance sheet, statements of operations and cash flows of certain non-guarantor subsidiaries to guarantor subsidiaries as a result of such entities becoming guarantor subsidiaries as of April 30, 2013 and the reclassification of guarantor and non-guarantor intercompany advances and equity balances with corresponding offsets in the elimination column and (ii) revise the presentation of cash flows from operating activities, financing activities and investing activities in the condensed consolidating statements of cash flows to reflect intercompany activity, which had previously been included in cash flow from operating activities, as cash flow from investing activities and cash flow from financingactivities.

Securities and Exchange Commission

June 11, 2013

Page 2

We expect to file the amended 10-K by July 3, 2013 and the amended Form 10-Q shortly thereafter. We would expect that the disclosures in the amended Form 10-K and Form 10-Q will be similar to those included in Note 18 - "Supplemental Guarantor Information" of our Form 10-Q for the quarter ended April 30, 2013 (“Form 10-Q”), attached as Exhibit A.

2. We remind you that when you file your amended fiscal year 2012 Form 10-K and subsequent Form 10-Q, you should appropriately consider the following:

• If you conclude that your prior filings should not be relied upon due to an error, please be advised that you are required to disclose the information listed under Item 4.02(a) of Form 8-K within four days of your conclusion.

• An explanatory paragraph at the beginning of the document explaining why you are amending the document;

• An explanatory paragraph in the reissued audit opinion;

• Full compliance with paragraphs ASC 250-10-45-22 - 45-24 and 250-10-50-7 - 50-10;

• Label the appropriate footnotes as restated;

• Updated Item 9A disclosures in your Form 10-K and Item 4 disclosures in your Form 10-Q should include the following:

◦ A discussion of the amendment and restated footnotes along with the facts and circumstances surrounding it;

◦ How the amendment and restated footnotes impacted the CEO and CFO's original conclusions regarding the effectiveness of their disclosure controls and procedures and internal control over financial reporting;

◦ Changes to internal control over financial reporting; and

◦ Anticipated changes to disclosure controls and procedures and/or internal control over financial reporting to prevent future material deficiencies and misstatements of a similar nature.

Refer to Items 307 and 308 of Regulation S-K.

• Updated reports from management and your independent auditors regarding your internal control over financial reporting.

• Include all updated certifications that refer to the amended filings.

Response:

In conjunction with the filing of our Form 10-K/A for the fiscal year ended October 31, 2012 and our Form 10Q/A for the three-month period ended January 31, 2013, we will consider each of the points outlined in this comment. Those filings will include an explanatory paragraph at the beginning of each document explaining why the amendments are being filed together with the adjusted financial statements as well as the required certifications. We direct you to Note 18 - "Supplemental Guarantor Information" of our recently filed Form 10-Q in which we disclosed changes to historical presentations in the supplemental guarantor information. The footnote disclosure included in our Form 10-Q related to the above is attached as Exhibit A. If you have any comments on these disclosures, please let us know prior to our amended filings.

While we recognize the errors are material to the separate footnote and therefore require amendment, we respectfully advise the Staff that we have concluded that our prior filings may continue to be relied upon, as the consolidated financial statements of Toll Brothers, Inc. as of October 31, 2012 and 2011 and for each of the three years in the period then ended and subsequent interim periods were and continue to be fairly stated in all material respects. In reaching this conclusion we considered the guidance in Staff Accounting Bulletin 1M, Materiality in the context of the financial statements taken as a whole. Our analysis included consideration of quantitative as well as qualitative factors. We note that there is no impact to the consolidated balance sheets of Toll

Securities and Exchange Commission

June 11, 2013

Page 3

Brothers, Inc. as of October 31, 2012 and 2011 or to the related consolidated statements of operations, changes in equity, or cash flows for each of the three years in the period ended October 31, 2012, as a result of changes to the supplemental guarantor information footnote disclosure.

We have concluded that the adjustments to the previously filed financial statements did not change our conclusions regarding the effectiveness of disclosure controls and procedures or our internal control over financial reporting. We do not expect to file any updated Item 9A or Item 4 disclosures, updated reports from management or our independent auditors regarding internal control over financial reporting.

Please do not hesitate to call me at (215) 938-8045 with any questions or further comments you may have regarding this letter or if you wish to discuss our responses to the Comment Letter.

Yours truly,

/s/ Joseph R. Sicree

Joseph R. Sicree

Senior Vice President and

Chief Accounting Officer

Securities and Exchange Commission

June 11, 2013

Exhibit A (Page 1)

18. Supplemental Guarantor Information

A 100% owned subsidiary of the Company, Toll Brothers Finance Corp. (the “Subsidiary Issuer”), has issued the following Senior Notes (amounts in thousands):

	Original Amount Issued		Amount outstanding at April 30, 2013
5.95% Senior Notes due 2013	$	250,000	$	104,785
4.95% Senior Notes due 2014	$	300,000	$	267,960
5.15% Senior Notes due 2015	$	300,000	$	300,000
8.91% Senior Notes due 2017	$	400,000	$	400,000
6.75% Senior Notes due 2019	$	250,000	$	250,000
5.875% Senior Notes due 2022	$	419,876	$	419,876
4.375% Senior Notes due 2023	$	300,000	$	300,000
0.5% Exchangeable Senior Notes due 2032	$	287,500	$	287,500

The obligations of the Subsidiary Issuer to pay principal, premiums, if any, and interest is guaranteed jointly and severally on a senior basis by the Company and substantially all of the Company’s 100% owned home building subsidiaries (the “Guarantor Subsidiaries”). The guarantees are full and unconditional. The Company’s non-home building subsidiaries and several of its home building subsidiaries (the “Non-Guarantor Subsidiaries”) do not guarantee the debt. The Subsidiary Issuer generates no operating revenues and does not have any independent operations other the the financing of other subsidiaries of the Company by lending the proceeds from the above described debt issuances.

As of April 30, 2013, certain Non-Guarantor Subsidiaries became Guarantor Subsidiaries. This change in status has been retrospectively reflected in the accompanying condensed consolidating financial statements.

Separate financial statements and other disclosures concerning the Guarantor Subsidiaries are not presented because management has determined that such disclosures would not be material to investors.

The condensed consolidating financial statements have been revised in order to (i) reflect the transfer of the balance sheet, statements of operations and cash flows of certain non-guarantor subsidiaries to guarantor subsidiaries as a result of such entities becoming guarantor subsidiaries as of April 30, 2013 and the reclassification of guarantor and non-guarantor intercompany advances and equity balances with corresponding offsets in the elimination column and (ii) revise the presentation of cash flows from operating activities, financing activities and investing activities in the condensed consolidating statements of cash flows for the six-month period ended April 30, 2012 to reflect intercompany activity, which had previously been included in cash flow from operating activities, as cash flow from investing activities and cash flow from financing activities.

This revised presentation has no impact or effect on Toll Brothers, Inc.'s condensed consolidated financial statements for any period presented, including the Condensed Consolidated Balance Sheets, Statements of Operations, Statements of Comprehensive Income, or Statements of Cash Flows.

Securities and Exchange Commission

June 11, 2013

Exhibit A (Page 2)

Summary financial information related to the transfer of certain Non-Guarantor Subsidiaries to Guarantor Subsidiaries and the reclassification of guarantor and non-guarantor intercompany advances and equity balances, resulting in a decrease in Non-Guarantor Subsidiaries amounts, is presented below (amounts in thousands).

	April 30, 2013			October 31, 2012
Inventory	$	214,313		$	168,218
Investments in and advances to unconsolidated entities	$	103,871		$	110,014
Total assets	$	327,574		$	282,638
Loans payable	$	14,576		$	30,424
Intercompany advances	$	303,879		$	253,550
Total liabilities	$	333,865		$	291,990
Equity	$	(6,291	)	$	(9,352	)

	Six months ended April 30,					Three months ended April 30,
	2013		2012			2013		2012
Revenue	$	24,316	$	—		$	13,872	$	—
Operating income	$	2,930	$	(673	)	$	1,937	$	(428	)
Income before income taxes	$	5,030	$	958		$	4,027	$	1,187

Securities and Exchange Commission

June 11, 2013

Exhibit A (Page 3)

Following is a reconciliation of the amounts previously reported to the reclassified amounts as stated in the following components of the revised condensed consolidating statements of cash flows for the six-month period ended April 30, 2012.

	As Previously Reported			Reclassification of intercompany activity			Change in status from Non-Guarantor to Guarantor			As Reclassified
Cash flow (used in) provided by operating activities:
Net cash (used in) provided by operating activities:
Toll Brothers, Inc.	$	(16,905	)	$	(9,460	)	$	—		$	(26,365	)
Subsidiary Issuer	$	(296,227	)	$	300,492		$	—		$	4,265
Guarantor Subsidiaries	$	(61,438	)	$	(268,885	)	$	95,972		$	(234,351	)
Non-Guarantor Subsidiaries	$	101,711		$	(8,953	)	$	(94,191	)	$	(1,433	)
Elimination	$	—		$	(13,194	)	$	—		$	(13,194	)
Cash flow (used in) provided by investing activities:
Intercompany advances
Toll Brothers, Inc.	$	—		$	9,460		$	—		$	9,460
Subsidiary Issuer	$	—		$	(300,492	)	$	—		$	(300,492	)
Guarantor Subsidiaries	$	—		$	—		$	—		$	—
Non-Guarantor Subsidiaries	$	—		$	—		$	—		$	—
Elimination	$	—		$	291,032		$	—		$	291,032
Net cash (used in) provided by investing activities
Toll Brothers, Inc.	$	—		$	9,460		$	—		$	9,460
Subsidiary Issuer	$	—		$	(300,492	)	$	—		$	(300,492	)
Guarantor Subsidiaries	$	(58,270	)	$	—		$	(1,602	)	$	(59,872	)
Non-Guarantor Subsidiaries	$	(149,688	)	$	—		$	(179	)	$	(149,867	)
Elimination	$	—		$	291,032		$	—		$	291,032
Cash flow provided by (used in) financing activities:
Intercompany advances
Toll Brothers, Inc.	$	—		$	—		$	—		$	—
Subsidiary Issuer	$	—		$	—		$	—		$	—
Guarantor Subsidiaries	$	—		$	268,885		$	(95,552	)	$	173,333
Non-Guarantor Subsidiaries	$	—		$	8,953		$	95,552		$	104,505
Elimination	$	—		$	(277,838	)	$	—		$	(277,838	)
Net cash provided by (used in) financing activities
Toll Brothers, Inc.	$	16,905		$	—		$	—		$	16,905
Subsidiary Issuer	$	296,227		$	—		$	—		$	296,227
Guarantor Subsidiaries	$	(17,074	)	$	268,885		$	(96,083	)	$	155,728
Non-Guarantor Subsidiaries	$	(12,543	)	$	8,953		$	96,083		$	92,493
Elimination	$	—		$	(277,838	)	$	—		$	(277,838	)

Securities and Exchange Commission

June 11, 2013

Exhibit A (Page 4)

Supplemental consolidating financial information of Toll Brothers, Inc., the Subsidiary Issuer, the Guarantor Subsidiaries, the Non-Guarantor Subsidiaries and the eliminations to arrive at Toll Brothers, Inc. on a consolidated basis is presented below ($ amounts in thousands).

Condensed Consolidating Balance Sheet at April 30, 2013:

	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Consolidated
ASSETS
Cash and cash equivalents	—		—		608,939		94,162		—		703,101
Marketable securities					192,562		40,337				232,899
Restricted cash	15,134				17,198		1,469				33,801
Inventory					4,304,896		62,321				4,367,217
Property, construction and office equipment, net					110,624		14,665				125,289
Receivables, prepaid expenses and other assets	76		16,363		87,111		82,416		(20,221	)	165,745
Mortgage loans held for sale							66,538				66,538
Customer deposits held in escrow					45,304						45,304
Investments in and advances to unconsolidated entities					183,475		174,057				357,532
Investments in distressed loans							48,707				48,707
Investments in foreclosed real estate							71,458				71,458
Investments in and advances to consolidated entities	2,894,431		2,334,391		4,740				(5,233,562	)	—
Deferred tax assets, net of valuation allowances	341,014										341,014
	3,250,655		2,350,754		5,554,849		656,130		(5,253,783	)	6,558,605
LIABILITIES AND EQUITY
Liabilities:
Loans payable					96,572						96,572
Senior notes			2,278,941						43,456		2,322,397
Mortgage company warehouse loan							58,526				58,526
Customer deposits					205,821						205,821
Accounts payable					149,383		218				149,601
Accrued expenses			26,527		327,662		135,412		(20,368	)	469,233
Advances from consolidated entities					1,573,146		427,742		(2,000,888	)	—
Income taxes payable	84,157										84,157
Total liabilities	84,157		2,305,468		2,352,584		621,898		(1,977,800	)	3,386,307
Equity:
Stockholders’ equity:
Common stock	1,693				48		3,006		(3,054	)	1,693
Additional paid-in capital	418,844		49,400				1,734		(51,134	)	418,844
Retained earnings	2,750,503		(4,114	)	3,202,547		23,362		(3,221,795	)	2,750,503
Treasury stock, at cost	(78	)									(78	)
Accumulated other comprehensive loss	(4,464	)			(330	)	(67	)			(4,861	)
Total stockholders’ equity	3,166,498		45,286		3,202,265		28,035		(3,275,983	)	3,166,101
Noncontrolling interest							6,197				6,197
Total equity	3,166,498		45,286		3,202,265		34,232		(3,275,983	)	3,172,298
	3,250,655		2,350,754		5,554,849		656,130		(5,253,783	)	6,558,605

Securities and Exchange Commission

June 11, 2013

Exhibit A (Page 5)

Revised Condensed Consolidating Balance Sheet at October 31, 2012:

	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Consolidated
ASSETS
Cash and cash equivalents	—		—		712,024		66,800		—		778,824
Marketable securities					378,858		60,210				439,068
Restricted cash	28,268				17,561		1,447				47,276
Inventory					3,695,895		65,292				3,761,187
Property, construction and office equipment, net					106,963		3,008				109,971
Receivables, prepaid expenses and other assets	134		15,130		80,932		64,543		(16,181	)	144,558
Mortgage loans held for sale							86,386				86,386
Customer deposits held in escrow					27,312		2,267				29,579
Investments in and advances to unconsolidated entities					180,159		150,458				330,617
Investments in distressed loans							37,169				37,169
Investments in foreclosed real estate							58,353				58,353
Investments in and advances to consolidated entities	2,816,607		2,092,810		4,740				(4,914,157	)	—
Deferred tax assets, net of valuation allowances	358,056										358,056
	3,203,065		2,107,940		5,204,444		595,933		(4,930,338	)	6,181,044
LIABILITIES AND EQUITY
Liabilities:
Loans payable					99,817						99,817
Senior notes			2,032,335						48,128		2,080,463
Mortgage company warehouse loan							72,664				72,664
Customer deposits					142,919		58				142,977
Accounts payable					99,889		22				99,911
Accrued expenses			27,476		344,555		115,922		(11,603	)	476,350
Advances from consolidated entities					1,342,213		378,946		(1,721,159	)	—
Income taxes payable	80,991										80,991
Total liabilities	80,991		2,059,811		2,029,393		567,612		(1,684,634	)	3,053,173
Equity:
Stockholders’ equity:
Common stock	1,687				48		3,006		(3,054	)	1,687
Additional paid-in capital	404,418		49,400				1,734		(51,134	)	404,418
Retained earnings	2,721,397		(1,271	)	3,175,370		17,417		(3,191,516	)	2,721,397
Treasury stock, at cost	(983	)									(983	)
Accumulated other comprehensive loss	(4,445	)			(367	)	(7	)			(4,819	)
Total stockholders’ equity	3,122,074		48,129		3,175,051		22,150		(3,245,704	)	3,121,700
Noncontrolling interest							6,171				6,171
Total equity	3,122,074		48,129		3,175,051		28,321		(3,245,704	)	3,127,871
	3,203,065		2,107,940		5,204,444		595,933		(4,930,338	)	6,181,044

Securities and Exchange Commission

June 11, 2013

Exhibit A (Page 6)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the six months ended April 30, 2013 ($ in thousands):

	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries	Non- Guarantor Subsidiaries		Eliminations		Consolidated
Revenues					953,625	35,383		(48,403	)	940,605
Cost of revenues					772,981	9,935		(16,966	)	765,950
Selling, general and administrative	61		1,402		170,586	21,057		(35,509	)	157,597
	61		1,402		943,567	30,992		(52,475	)	923,547
Income (loss) from operations	(61	)	(1,402	)	10,058	4,391		4,072		17,058
Other:
Income from unconsolidated entities					5,040	3,036				8,076
Other income - net	4,685				24,472	2,567		(7,564	)	24,160
Intercompany interest income			60,060					(60,060	)	—
Interest expense			(63,330	)		(222	)	63,552		—
Income from subsidiaries	44,670				5,100			(49,770	)	—
Income (loss) before income taxes	49,294		(4,672	)	44,670	9,772		(49,770	)	49,294
Income tax provision (benefit)	20,188		(1,830	)	17,493	3,827		(19,490	)	20,188
Net income (loss)	29,106		(2,842	)	27,177	5,945		(30,280	)	29,106
Other comprehensive (loss) income	(18	)			36	(60	)			(42	)
Total comprehensive income (loss)	29,088		(2,842	)	27,213	5,885		(30,280	)	29,064

Revised Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the six months ended April 30, 2012 ($ in thousands):

	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Consolidated
Revenues					711,351		25,622		(41,337	)	695,636
Cost of revenues					581,320		2,744		(5,635	)	578,429
Selling, general and administrative	27		1,782		149,441		18,961		(32,318	)	137,893
	27		1,782		730,761		21,705		(37,953	)	716,322
Loss from operations	(27	)	(1,782	)	(19,410	)	3,917		(3,384	)	(20,686	)
Other:
Income from unconsolidated entities					10,803		2,873				13,676
Other income - net	20				7,594		3,471		5,166		16,251
Intercompany interest income			57,891						(57,891	)	—
Interest expense			(56,109	)					56,109		—
Income from subsidiaries	9,248				10,261				(19,509	)	—
Income before income taxes	9,241		—		9,248		10,261		(19,509	)	9,241
Income tax benefit	(4,845	)			(4,849	)	(5,380	)	10,229		(4,845	)
Net income	14,086		—		14,097		15,641		(29,738	)	14,086
Other comprehensive (loss) income	92				(534	)	(38	)			(480	)
Total comprehensive income	14,178		—		13,563		15,603		(29,738	)	13,606

Securities and Exchange Commission

June 11, 2013

Exhibit A (Page 7)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three months ended April 30, 2013 ($ in thousands):

	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Consolidated
Revenues					523,403		20,337		(27,736	)	516,004
Cost of revenues					424,278		5,704		(9,969	)	420,013
Selling, general and administrative	45		715		86,079		10,916		(18,205	)	79,550
	45		715		510,357		16,620		(28,174	)	499,563
Income (loss) from operations	(45	)	(715	)	13,046		3,717		438		16,441
Other:
Income from unconsolidated entities					3,890		1,103				4,993
Other income - net	2,299				18,477		833		(2,075	)	19,534
Intercompany interest income			30,333						(30,333	)	—
Interest expense			(31,908	)			(62	)	31,970		—
Income from subsidiaries	38,714				3,301				(42,015	)	—
Income (loss) before income taxes	40,968		(2,290	)	38,714		5,591		(42,015	)	40,968
Income tax provision (benefit)	16,294		(897	)	15,160		2,189		(16,452	)	16,294
Net income (loss)	24,674		(1,393	)	23,554		3,402		(25,563	)	24,674
Other comprehensive (loss) income	155				(189	)	(24	)			(58	)
Total comprehensive income (loss)	24,829		(1,393	)	23,365		3,378		(25,563	)	24,616

Revised Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three months ended April 30, 2012 ($ in thousands):

	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Consolidated
Revenues					383,659		13,236		(23,214	)	373,681
Cost of revenues					308,436		824		(2,439	)	306,821
Selling, general and administrative	14		1,304		75,909		9,687		(18,658	)	68,256
	14		1,304		384,345		10,511		(21,097	)	375,077
(Loss) income from operations	(14	)	(1,304	)	(686	)	2,725		(2,117	)	(1,396	)
Other:
Income from unconsolidated entities					5,574		1,415				6,989
Other income - net	13				4,614		2,678		2,751		10,056
Intercompany interest income			32,127						(32,127	)	—
Interest expense			(30,823	)					30,823		—
Income from subsidiaries	15,650				6,148				(21,798	)	—
Income before income taxes	15,649		—		15,650		6,818		(22,468	)	15,649
Income tax benefit	(1,223	)			(1,231	)	(7,326	)	8,557		(1,223	)
Net income	16,872		—		16,881		14,144		(31,025	)	16,872
Other comprehensive income (loss)	201				18		(38	)			181
Total comprehensive income	17,073		—		16,899		14,106		(31,025	)	17,053

Securities and Exchange Commission

June 11, 2013

Exhibit A (Page 8)

Condensed Consolidating Statement of Cash Flows for the six months ended April 30, 2013 ($ in thousands):

	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Consolidated
Net cash (used in) provided by operating activities	45,380		2,599		(484,680	)	3,688		(12,395	)	(445,408	)
Cash flow provided by (used in) investing activities:
Purchase of property and equipment - net					(8,588	)	(11,676	)			(20,264	)
Purchase of marketable securities					(25,938	)	(10,224	)			(36,162	)
Sale and redemption of marketable securities					209,484		30,000				239,484
Investments in and advances to unconsolidated entities					(21,637	)	(10,357	)			(31,994	)
Return of investments in unconsolidated entities					23,437		11,249				34,686
Investments in distressed loans and foreclosed real estate							(26,155	)			(26,155	)
Return of investments in distressed loans and foreclosed real estate							6,114				6,114
Intercompany advances	(53,632	)	(241,581	)					295,213		—
Net cash provided by (used in) investing activities	(53,632	)	(241,581	)	176,758		(11,049	)	295,213		165,709
Cash flow provided by (used in) financing activities:
Net proceeds from issuance of senior notes			298,050								298,050
Proceeds from loans payable							501,884				501,884
Principal payments of loans payable					(29,153	)	(516,022	)			(545,175	)
Redemption of senior notes			(59,068	)							(59,068	)
Proceeds from stock-based benefit plans	8,430										8,430
Receipts related to non-controlling interest							33				33
Purchase of treasury stock	(178	)									(178	)
Intercompany advances					233,990		48,828		(282,818	)	—
Net cash provided by financing activities	8,252		238,982		204,837		34,723		(282,818	)	203,976
Net (decrease) increase in cash and cash equivalents	—		—		(103,085	)	27,362		—		(75,723	)
Cash and cash equivalents, beginning of period	—		—		712,024		66,800		—		778,824
Cash and cash equivalents, end of period	—		—		608,939		94,162		—		703,101

Securities and Exchange Commission

June 11, 2013

Exhibit A (Page 9)

Revised Condensed Consolidating Statement of Cash Flows for the six months ended April 30, 2012 ($ in thousands):

	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Consolidated
Net cash (used in) provided by operating activities	(26,365	)	4,265		(234,351	)	(1,433	)	(13,194	)	(271,078	)
Cash flow (used in) provided by investing activities:
Purchase of property and equipment — net					(6,487	)	(41	)			(6,528	)
Purchase of marketable securities					(117,781	)	(60,052	)			(177,833	)
Sale and redemption of marketable securities					189,716						189,716
Investments in and advances to unconsolidated entities					(1,142	)	(73,866	)			(75,008	)
Return of investments in unconsolidated entities					20,568						20,568
Investments in distressed loans and foreclosed real estate							(27,490	)			(27,490	)
Return of investments in distressed loans and foreclosed real estate							11,582				11,582
Acquisition of a business					(144,746	)					(144,746	)
Intercompany advances	9,460		(300,492	)					291,032		—
Net cash (used in) provided by investing activities	9,460		(300,492	)	(59,872	)	(149,867	)	291,032		(209,739	)
Cash flow provided by (used in) financing activities:
Net proceeds from issuance of senior notes			296,227								296,227
Proceeds from loans payable							400,092				400,092
Principal payments of loans payable					(17,605	)	(412,104	)			(429,709	)
Proceeds from stock-based benefit plans	17,189										17,189
Purchase of treasury stock	(284	)									(284	)
Intercompany advances					173,333		104,505		(277,838	)	—
Net cash provided by financing activities	16,905		296,227		155,728		92,493		(277,838	)	283,515
Net decrease in cash and cash equivalents	—		—		(138,495	)	(58,807	)	—		(197,302	)
Cash and cash equivalents, beginning of period	—		—		777,013		129,327		—		906,340
Cash and cash equivalents, end of period	—		—		638,518		70,520		—		709,038