Supplemental Guarantor Information [Text Block] | Supplemental Guarantor Information Our 100% -owned subsidiary, Toll Brothers Finance Corp. (the “Subsidiary Issuer”), has issued the following Senior Notes (amounts in thousands): Original amount issued and amount outstanding at April 30, 2016 8.91% Senior Notes due 2017 $ 400,000 4.0% Senior Notes due 2018 $ 350,000 6.75% Senior Notes due 2019 $ 250,000 5.875% Senior Notes due 2022 $ 419,876 4.375% Senior Notes due 2023 $ 400,000 5.625% Senior Notes due 2024 $ 250,000 4.875% Senior Notes due 2025 $ 350,000 0.50% Exchangeable Senior Notes due 2032 $ 287,500 The obligations of the Subsidiary Issuer to pay principal, premiums, if any, and interest are guaranteed jointly and severally on a senior basis by us and substantially all of our 100% -owned home building subsidiaries (the “Guarantor Subsidiaries”). The guarantees are full and unconditional. Our non-home building subsidiaries and several of our home building subsidiaries (together, the “Nonguarantor Subsidiaries”) do not guarantee the debt. The Subsidiary Issuer generates no operating revenues and does not have any independent operations other than the financing of our other subsidiaries by lending the proceeds from the above-described debt issuances. The indentures under which the Senior Notes were issued provide that any of our subsidiaries that provide a guarantee of our obligations under the Credit Facility and New Credit Facility will guarantee the Senior Notes. The indentures further provide that any Guarantor Subsidiary may be released from its guarantee so long as (i) no default or event of default exists or would result from release of such guarantee; (ii) the Guarantor Subsidiary being released has consolidated net worth of less than 5% of the Company’s consolidated net worth as of the end of our most recent fiscal quarter; (iii) the Guarantor Subsidiaries released from their guarantees in any fiscal year comprise in the aggregate less than 10% (or 15% if and to the extent necessary to permit the cure of a default) of our consolidated net worth as of the end of our most recent fiscal quarter; (iv) such release would not have a material adverse effect on our and our subsidiaries’ home building business; and (v) the Guarantor Subsidiary is released from its guaranty under the Credit Facility and New Credit Facility. If there are no guarantors under the Credit Facility and New Credit Facility, all Guarantor Subsidiaries under the indentures will be released from their guarantees. Separate financial statements and other disclosures concerning the Guarantor Subsidiaries are not presented because management has determined that such disclosures would not be material to investors. Supplemental consolidating financial information of Toll Brothers, Inc., the Subsidiary Issuer, the Guarantor Subsidiaries, the Nonguarantor Subsidiaries, and the eliminations to arrive at Toll Brothers, Inc. on a consolidated basis is presented below ($ amounts in thousands). Condensed Consolidating Balance Sheet at April 30, 2016 : Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents — — 291,821 131,357 — 423,178 Restricted cash and investments 15,228 13,669 28,897 Inventory 6,860,713 424,638 7,285,351 Property, construction and office equipment, net 120,597 16,151 136,748 Receivables, prepaid expenses and other assets 98 182,880 142,522 (54,363 ) 271,137 Mortgage loans held for sale 124,677 124,677 Customer deposits held in escrow 63,432 4,206 67,638 Investments in unconsolidated entities 102,640 321,628 424,268 Investments in foreclosed real estate and distressed loans 14,576 14,576 Investments in and advances to consolidated entities 4,037,451 2,738,380 4,740 (6,780,571 ) — Deferred tax assets, net of valuation allowances 187,755 187,755 4,240,532 2,738,380 7,626,823 1,193,424 (6,834,934 ) 8,964,225 LIABILITIES AND EQUITY Liabilities Loans payable 711,293 711,293 Senior notes 2,676,778 15,283 2,692,061 Mortgage company loan facility 100,000 100,000 Customer deposits 318,293 9,965 328,258 Accounts payable 279,987 1,087 281,074 Accrued expenses 33,595 371,576 255,928 (55,901 ) 605,198 Advances from consolidated entities 1,833,805 713,316 (2,547,121 ) — Income taxes payable 81,393 81,393 Total liabilities 81,393 2,710,373 3,514,954 1,080,296 (2,587,739 ) 4,799,277 Equity Stockholders’ equity Common stock 1,779 48 3,006 (3,054 ) 1,779 Additional paid-in capital 718,013 49,400 1,734 (51,134 ) 718,013 Retained earnings (deficits) 3,757,436 (21,393 ) 4,111,821 102,579 (4,193,007 ) 3,757,436 Treasury stock, at cost (315,479 ) (315,479 ) Accumulated other comprehensive loss (2,610 ) (2,610 ) Total stockholders’ equity 4,159,139 28,007 4,111,869 107,319 (4,247,195 ) 4,159,139 Noncontrolling interest 5,809 5,809 Total equity 4,159,139 28,007 4,111,869 113,128 (4,247,195 ) 4,164,948 4,240,532 2,738,380 7,626,823 1,193,424 (6,834,934 ) 8,964,225 Condensed Consolidating Balance Sheet at October 31, 2015 : Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Eliminations Consolidated ASSETS Cash and cash equivalents — — 783,599 135,394 — 918,993 Marketable securities 10,001 10,001 Restricted cash and investments 15,227 499 1,069 16,795 Inventory 6,530,698 466,818 6,997,516 Property, construction and office equipment, net 121,178 15,577 136,755 Receivables, prepaid expenses and other assets 52 149,268 178,680 (43,870 ) 284,130 Mortgage loans held for sale 123,175 123,175 Customer deposits held in escrow 51,767 4,338 56,105 Investments in unconsolidated entities 115,999 296,861 412,860 Investments in foreclosed real estate and distressed loans 51,730 51,730 Investments in and advances to consolidated entities 4,067,722 2,726,428 4,740 (6,798,890 ) — Deferred tax assets, net of valuation allowances 198,455 198,455 4,281,456 2,726,428 7,757,748 1,283,643 (6,842,760 ) 9,206,515 LIABILITIES AND EQUITY Liabilities Loans payable 1,000,439 1,000,439 Senior notes 2,669,860 19,941 2,689,801 Mortgage company loan facility 100,000 100,000 Customer deposits 271,124 13,185 284,309 Accounts payable 236,436 517 236,953 Accrued expenses 25,699 361,089 266,411 (45,133 ) 608,066 Advances from consolidated entities 1,932,075 850,374 (2,782,449 ) — Income taxes payable 58,868 58,868 Total liabilities 58,868 2,695,559 3,801,163 1,230,487 (2,807,641 ) 4,978,436 Equity Stockholders’ equity Common stock 1,779 48 3,006 (3,054 ) 1,779 Additional paid-in capital 728,125 49,400 1,734 (51,134 ) 728,125 Retained earnings (deficits) 3,595,202 (18,531 ) 3,956,568 42,894 (3,980,931 ) 3,595,202 Treasury stock, at cost (100,040 ) (100,040 ) Accumulated other comprehensive loss (2,478 ) (31 ) (2,509 ) Total stockholders’ equity 4,222,588 30,869 3,956,585 47,634 (4,035,119 ) 4,222,557 Noncontrolling interest 5,522 5,522 Total equity 4,222,588 30,869 3,956,585 53,156 (4,035,119 ) 4,228,079 4,281,456 2,726,428 7,757,748 1,283,643 (6,842,760 ) 9,206,515 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the six months ended April 30, 2016 : Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Eliminations Consolidated Revenues 1,874,962 225,750 (56,589 ) 2,044,123 Cost of revenues 1,478,061 110,867 (6,046 ) 1,582,882 Selling, general and administrative 22 1,920 260,530 35,201 (47,537 ) 250,136 22 1,920 1,738,591 146,068 (53,583 ) 1,833,018 Income (loss) from operations (22 ) (1,920 ) 136,371 79,682 (3,006 ) 211,105 Other: Income from unconsolidated entities 10,333 7,423 17,756 Other income – net 4,711 13,395 10,539 (292 ) 28,353 Intercompany interest income 72,977 (72,977 ) — Interest expense (75,714 ) (563 ) 76,277 — Income from subsidiaries 252,525 92,425 (344,950 ) — Income (loss) before income taxes 257,214 (4,657 ) 252,524 97,081 (344,948 ) 257,214 Income tax provision (benefit) 94,980 (1,794 ) 97,272 37,396 (132,874 ) 94,980 Net income (loss) 162,234 (2,863 ) 155,252 59,685 (212,074 ) 162,234 Other comprehensive (loss) income (132 ) 31 (101 ) Total comprehensive income (loss) 162,102 (2,863 ) 155,283 59,685 (212,074 ) 162,133 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the six months ended April 30, 2015 : Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Eliminations Consolidated Revenues 1,724,050 33,152 (51,167 ) 1,706,035 Cost of revenues 1,332,727 3,095 (7,278 ) 1,328,544 Selling, general and administrative 37 1,822 226,194 27,090 (41,144 ) 213,999 37 1,822 1,558,921 30,185 (48,422 ) 1,542,543 Income (loss) from operations (37 ) (1,822 ) 165,129 2,967 (2,745 ) 163,492 Other: Income from unconsolidated entities 7,434 3,694 11,128 Other income – net 4,670 18,033 13,588 (356 ) 35,935 Intercompany interest income 72,393 (72,393 ) — Interest expense (75,228 ) (266 ) 75,494 — Income from subsidiaries 205,922 15,326 (221,248 ) — Income (loss) before income taxes 210,555 (4,657 ) 205,922 19,983 (221,248 ) 210,555 Income tax provision (benefit) 61,300 (1,762 ) 77,900 7,559 (83,697 ) 61,300 Net income (loss) 149,255 (2,895 ) 128,022 12,424 (137,551 ) 149,255 Other comprehensive loss (201 ) (12 ) (213 ) Total comprehensive income (loss) 149,054 (2,895 ) 128,010 12,424 (137,551 ) 149,042 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three months ended April 30, 2016 : Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Revenues 1,090,366 55,527 (30,336 ) 1,115,557 Cost of revenues 853,260 20,780 (3,469 ) 870,571 Selling, general and administrative 10 951 134,625 17,228 (24,474 ) 128,340 10 951 987,885 38,008 (27,943 ) 998,911 Income (loss) from operations (10 ) (951 ) 102,481 17,519 (2,393 ) 116,646 Other: Income from unconsolidated entities 7,336 1,782 9,118 Other income – net 2,320 5,226 6,346 741 14,633 Intercompany interest income 36,480 (36,480 ) — Interest expense (37,819 ) (315 ) 38,134 — Income from subsidiaries 138,087 23,043 (161,130 ) — Income (loss) before income taxes 140,397 (2,290 ) 138,086 25,332 (161,128 ) 140,397 Income tax provision (benefit) 51,343 (882 ) 53,168 9,744 (62,030 ) 51,343 Net income (loss) 89,054 (1,408 ) 84,918 15,588 (99,098 ) 89,054 Other comprehensive loss 155 4 159 Total comprehensive income (loss) 89,209 (1,408 ) 84,922 15,588 (99,098 ) 89,213 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three months ended April 30, 2015 : Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Revenues 861,896 17,550 (26,863 ) 852,583 Cost of revenues 680,515 1,429 (3,432 ) 678,512 Selling, general and administrative 23 914 114,151 13,701 (21,104 ) 107,685 23 914 794,666 15,130 (24,536 ) 786,197 Income (loss) from operations (23 ) (914 ) 67,230 2,420 (2,327 ) 66,386 Other: Income from unconsolidated entities 2,712 3,515 6,227 Other income – net 2,300 7,800 3,003 816 13,919 Intercompany interest income 36,200 (36,200 ) — Interest expense (37,576 ) (135 ) 37,711 — Income from subsidiaries 84,255 6,513 (90,768 ) — Income (loss) before income taxes 86,532 (2,290 ) 84,255 8,803 (90,768 ) 86,532 Income tax provision (benefit) 18,602 (871 ) 32,093 3,349 (34,571 ) 18,602 Net income (loss) 67,930 (1,419 ) 52,162 5,454 (56,197 ) 67,930 Other comprehensive income (loss) (23 ) (7 ) (30 ) Total comprehensive income (loss) 67,907 (1,419 ) 52,155 5,454 (56,197 ) 67,900 Condensed Consolidating Statement of Cash Flows for the six months ended April 30, 2016 : Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Eliminations Consolidated Net cash (used in) provided by operating activities 45,565 11,996 (166,251 ) 104,238 (11,428 ) (15,880 ) Cash flow provided by (used in) investing activities: Purchase of property and equipment - net (6,626 ) (698 ) (7,324 ) Sale and redemption of marketable securities 10,000 10,000 Investment in unconsolidated entities (1,763 ) (19,620 ) (21,383 ) Return of investments in unconsolidated entities 22,236 6,242 28,478 Investment in foreclosed real estate and distressed loans (866 ) (866 ) Return of investments in foreclosed real estate and distressed loans 33,435 33,435 Dividend received - intercompany 5,000 (5,000 ) — Intercompany advances 179,030 (11,953 ) (167,077 ) — Net cash provided by (used in) investing activities 179,030 (11,953 ) 18,847 28,493 (172,077 ) 42,340 Cash flow used in financing activities: Debt issuance costs for senior notes (43 ) (43 ) Proceeds from loans payable 100,000 721,984 821,984 Principal payments of loans payable (397,927 ) (721,984 ) (1,119,911 ) Proceeds from stock-based benefit plans 5,003 5,003 Excess tax benefits from stock-based compensation 665 665 Purchase of treasury stock (230,263 ) (230,263 ) Receipts related to noncontrolling interest, net 290 290 Dividend paid - intercompany (5,000 ) 5,000 — Intercompany advances (46,447 ) (132,058 ) 178,505 — Net cash used in financing activities (224,595 ) (43 ) (344,374 ) (136,768 ) 183,505 (522,275 ) Net decrease in cash and cash equivalents — — (491,778 ) (4,037 ) — (495,815 ) Cash and cash equivalents, beginning of period — — 783,599 135,394 — 918,993 Cash and cash equivalents, end of period — — 291,821 131,357 — 423,178 Condensed Consolidating Statement of Cash Flows for the six months ended April 30, 2015 : Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Eliminations Consolidated Net cash (used in) provided by operating activities (48,714 ) 4,290 15,173 (2,631 ) (6,060 ) (37,942 ) Cash flow (used in) provided by investing activities: Purchase of property and equipment — net (5,037 ) (847 ) (5,884 ) Sale and redemption of marketable securities 2,000 2,000 Investments in unconsolidated entities (2,253 ) (25,452 ) (27,705 ) Return of investments in unconsolidated entities 5,797 4,840 10,637 Investment in foreclosed real estate and distressed loans (1,697 ) (1,697 ) Return of investments in foreclosed real estate and distressed loans 14,592 14,592 Net increase in cash from purchase of joint venture interest 3,848 3,848 Intercompany advances 18,228 (4,290 ) (13,938 ) — Net cash (used in) provided by investing activities 18,228 (4,290 ) 4,355 (8,564 ) (13,938 ) (4,209 ) Cash flow (used in) provided by financing activities: Proceeds from loans payable 529,053 529,053 Principal payments of loans payable (22,556 ) (550,282 ) (572,838 ) Proceeds from stock-based benefit plans 34,057 34,057 Excess tax benefits from stock-based compensation 3,045 3,045 Purchase of treasury stock (6,616 ) (6,616 ) Receipts related to noncontrolling interest 1,292 1,292 Intercompany advances (63,450 ) 43,452 19,998 — Net cash (used in) provided by financing activities 30,486 — (86,006 ) 23,515 19,998 (12,007 ) Net (decrease) increase in cash and cash equivalents — — (66,478 ) 12,320 — (54,158 ) Cash and cash equivalents, beginning of period — — 455,714 130,601 — 586,315 Cash and cash equivalents, end of period — — 389,236 142,921 — 532,157 |