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 October 31, 2017 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 4.875% Senior Notes due 2027 $ 450,000 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 the Credit Facility will guarantee the Senior Notes. The indentures further provide that any Guarantor Subsidiary may be released from its guarantee, so long as (1) no default or event of default exists or would result from release of such guarantee, (2) the Guarantor Subsidiary being released has consolidated net worth of less than 5% of our consolidated net worth as of the end of our most recent fiscal quarter, (3) 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, (4) such release would not have a material adverse effect on our and our subsidiaries home building business, and (5) the Guarantor Subsidiary is released from its guarantee under the Credit Facility. If there are no guarantors under the Credit Facility, all Guarantor Subsidiaries under the indentures will be released from their guarantees. As of October 31, 2017, one of our 100% -owned subsidiaries was released from its guarantee obligation on these Senior Notes. As of October 31, 2016, this subsidiary had inventory of $108.7 million which represented substantially all of its assets. The consolidating financial statements shown below have been retroactively restated to reflect this subsidiary as a nonguarantor. Separate financial statements and other disclosures concerning the Guarantor Subsidiaries are not presented because management has determined that such disclosures would not be material to investors. Supplemental consolidating financial information of Toll Brothers, Inc., the Subsidiary Issuer, the Guarantor Subsidiaries, the Nonguarantor Subsidiaries, and the eliminations to arrive at Toll Brothers, Inc. on a consolidated basis is presented below ($ amounts in thousands). Consolidating Balance Sheet at October 31, 2017 Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents — — 533,204 179,625 — 712,829 Restricted cash and investments 1,500 982 2,482 Inventory 7,017,331 264,122 7,281,453 Property, construction, and office equipment, net 165,464 24,083 189,547 Receivables, prepaid expenses, and other assets 319,592 296,699 (74,074 ) 542,217 Mortgage loans held for sale 132,922 132,922 Customer deposits held in escrow 96,956 5,061 102,017 Investments in unconsolidated entities 66,897 414,861 481,758 Investments in and advances to consolidated entities 4,589,228 2,514,649 91,740 126,799 (7,322,416 ) — 4,589,228 2,514,649 8,292,684 1,445,154 (7,396,490 ) 9,445,225 LIABILITIES AND EQUITY Liabilities Loans payable 637,416 637,416 Senior notes 2,462,463 2,462,463 Mortgage company loan facility 120,145 120,145 Customer deposits 377,083 18,943 396,026 Accounts payable 271,617 3,606 275,223 Accrued expenses 141 34,345 563,577 440,631 (79,341 ) 959,353 Advances from consolidated entities 1,584,957 659,904 (2,244,861 ) — Income taxes payable 57,893 (384 ) 57,509 Total liabilities 58,034 2,496,808 3,434,650 1,242,845 (2,324,202 ) 4,908,135 Equity Stockholders’ equity Common stock 1,779 48 3,006 (3,054 ) 1,779 Additional paid-in capital 720,115 49,400 93,734 (143,134 ) 720,115 Retained earnings (deficit) 4,474,064 (31,559 ) 4,857,986 99,673 (4,926,100 ) 4,474,064 Treasury stock, at cost (662,854 ) (662,854 ) Accumulated other comprehensive loss (1,910 ) (1,910 ) Total stockholders’ equity 4,531,194 17,841 4,858,034 196,413 (5,072,288 ) 4,531,194 Noncontrolling interest 5,896 5,896 Total equity 4,531,194 17,841 4,858,034 202,309 (5,072,288 ) 4,537,090 4,589,228 2,514,649 8,292,684 1,445,154 (7,396,490 ) 9,445,225 Consolidating Balance Sheet at October 31, 2016 Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents — — 583,440 50,275 — 633,715 Restricted cash and investments 11,708 19,583 31,291 Inventory 6,787,498 566,513 (44 ) 7,353,967 Property, construction, and office equipment, net 153,663 15,913 169,576 Receivables, prepaid expenses, and other assets 77 319,180 300,117 (36,616 ) 582,758 Mortgage loans held for sale 248,601 248,601 Customer deposits held in escrow 50,079 2,978 53,057 Investments in unconsolidated entities 101,999 394,412 496,411 Investments in and advances to consolidated entities 4,112,876 2,741,160 20,519 90,671 (6,965,226 ) — Deferred tax assets, net of valuation allowances 167,413 167,413 4,292,074 2,741,160 8,016,378 1,689,063 (7,001,886 ) 9,736,789 LIABILITIES AND EQUITY Liabilities Loans payable 871,079 871,079 Senior notes 2,683,823 10,549 2,694,372 Mortgage company loan facility 210,000 210,000 Customer deposits 292,794 16,305 309,099 Accounts payable 280,107 1,848 281,955 Accrued expenses 32,559 610,932 469,553 (40,744 ) 1,072,300 Advances from consolidated entities 1,628,549 908,215 (2,536,764 ) — Income taxes payable 62,782 62,782 Total liabilities 62,782 2,716,382 3,683,461 1,605,921 (2,566,959 ) 5,501,587 Equity Stockholders’ equity Common stock 1,779 48 3,006 (3,054 ) 1,779 Additional paid-in capital 728,464 49,400 6,734 (56,134 ) 728,464 Retained earnings (deficit) 3,977,297 (24,622 ) 4,332,869 67,492 (4,375,739 ) 3,977,297 Treasury stock, at cost (474,912 ) (474,912 ) Accumulated other comprehensive loss (3,336 ) (3,336 ) Total stockholders’ equity 4,229,292 24,778 4,332,917 77,232 (4,434,927 ) 4,229,292 Noncontrolling interest 5,910 5,910 Total equity 4,229,292 24,778 4,332,917 83,142 (4,434,927 ) 4,235,202 4,292,074 2,741,160 8,016,378 1,689,063 (7,001,886 ) 9,736,789 Consolidating Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended October 31, 2017 Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Revenues 5,668,610 336,671 (190,223 ) 5,815,058 Cost of revenues 4,414,461 223,243 (75,401 ) 4,562,303 Selling, general and administrative 58 4,033 635,247 77,115 (108,634 ) 607,819 58 4,033 5,049,708 300,358 (184,035 ) 5,170,122 Income (loss) from operations (58 ) (4,033 ) 618,902 36,313 (6,188 ) 644,936 Other: Income from unconsolidated entities 12,271 103,795 116,066 Other income - net 10,574 28,900 10,674 3,161 53,309 Intercompany interest income 156,366 48 4,365 (160,779 ) — Interest expense (162,882 ) (4,365 ) (1,819 ) 169,066 — Income from consolidated subsidiaries 803,795 142,779 (946,574 ) — Income (loss) before income taxes 814,311 (10,549 ) 798,535 153,328 (941,314 ) 814,311 Income tax provision (benefit) 278,816 (3,612 ) 273,418 52,500 (322,306 ) 278,816 Net income (loss) 535,495 (6,937 ) 525,117 100,828 (619,008 ) 535,495 Other comprehensive income 1,426 1,426 Total comprehensive income (loss) 536,921 (6,937 ) 525,117 100,828 (619,008 ) 536,921 Consolidating Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended October 31, 2016 Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Revenues 4,984,356 361,685 (176,533 ) 5,169,508 Cost of revenues 3,919,729 288,044 (63,708 ) 4,144,065 Selling, general and administrative 75 3,809 558,822 74,328 (101,652 ) 535,382 75 3,809 4,478,551 362,372 (165,360 ) 4,679,447 Income (loss) from operations (75 ) (3,809 ) 505,805 (687 ) (11,173 ) 490,061 Other: Income from unconsolidated entities 16,913 23,835 40,748 Other income - net 9,501 27,873 17,456 3,388 58,218 Intercompany interest income 145,828 (145,828 ) — Interest expense (151,410 ) (2,203 ) 153,613 — Income from consolidated subsidiaries 579,601 29,010 (608,611 ) — Income (loss) before income taxes 589,027 (9,391 ) 579,601 38,401 (608,611 ) 589,027 Income tax provision (benefit) 206,932 (3,299 ) 203,614 13,490 (213,805 ) 206,932 Net income (loss) 382,095 (6,092 ) 375,987 24,911 (394,806 ) 382,095 Other comprehensive (loss) income (858 ) 31 (827 ) Total comprehensive income (loss) 381,237 (6,092 ) 376,018 24,911 (394,806 ) 381,268 Consolidating Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended October 31, 2015 Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Revenues 4,213,776 77,226 (119,754 ) 4,171,248 Cost of revenues 3,276,078 12,909 (19,717 ) 3,269,270 Selling, general and administrative 113 3,560 481,943 60,377 (90,885 ) 455,108 113 3,560 3,758,021 73,286 (110,602 ) 3,724,378 Income (loss) from operations (113 ) (3,560 ) 455,755 3,940 (9,152 ) 446,870 Other: Income from unconsolidated entities 14,034 7,085 21,119 Other income - net 9,429 34,098 21,724 2,322 67,573 Intercompany interest income 137,362 (137,362 ) — Interest expense (143,193 ) (999 ) 144,192 — Income from consolidated subsidiaries 526,246 22,359 (548,605 ) — Income (loss) before income taxes 535,562 (9,391 ) 526,246 31,750 (548,605 ) 535,562 Income tax provision (benefit) 172,395 (3,628 ) 203,296 12,265 (211,933 ) 172,395 Net income (loss) 363,167 (5,763 ) 322,950 19,485 (336,672 ) 363,167 Other comprehensive income 311 18 329 Total comprehensive income (loss) 363,478 (5,763 ) 322,968 19,485 (336,672 ) 363,496 Consolidating Statement of Cash Flows for the fiscal year ended October 31, 2017 Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Net cash provided by operating activities 196,438 9,955 292,802 469,948 (9,424 ) 959,719 Cash flow (used in) provided by investing activities: Purchase of property and equipment — net (20,439 ) (8,433 ) (28,872 ) Sale and redemption of marketable securities and restricted investments — net 10,631 7,418 18,049 Investment in unconsolidated entities (3,744 ) (118,590 ) (122,334 ) Return of investments in unconsolidated entities 58,610 136,895 195,505 Investment in distressed loans and foreclosed real estate (710 ) (710 ) Return of investments in distressed loans and foreclosed real estate 13,765 13,765 Acquisition of a business (83,088 ) (83,088 ) Investment paid intercompany (45,000 ) 45,000 — Intercompany advances 51,071 226,511 (277,582 ) — Net cash (used in) provided by investing activities 61,702 226,511 (93,661 ) 30,345 (232,582 ) (7,685 ) Cash flow (used in) provided by financing activities: Proceeds from issuance of senior notes 455,483 455,483 Proceeds from loans payable 250,068 1,370,975 1,621,043 Debt issuance costs (4,449 ) (4,449 ) Principal payments of loans payable (538,527 ) (1,460,830 ) (1,999,357 ) Redemption of senior notes (687,500 ) (687,500 ) Proceeds from stock-based benefit plans 66,000 66,000 Excess tax benefits from stock-based compensation 5,328 5,328 Purchase of treasury stock (290,881 ) (290,881 ) Dividends paid (38,587 ) (38,587 ) Investment received intercompany 45,000 (45,000 ) — Intercompany advances 39,082 (326,088 ) 287,006 — Net cash used in financing activities (258,140 ) (236,466 ) (249,377 ) (370,943 ) 242,006 (872,920 ) Net increase (decrease) in cash and cash equivalents — — (50,236 ) 129,350 — 79,114 Cash and cash equivalents, beginning of period — — 583,440 50,275 — 633,715 Cash and cash equivalents, end of period — — 533,204 179,625 — 712,829 Consolidating Statement of Cash Flows for the fiscal year ended October 31, 2016 Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities 60,465 14,768 116,116 (22,737 ) (19,841 ) 148,771 Cash flow provided by (used in) investing activities: Purchase of property and equipment — net (27,835 ) (591 ) (28,426 ) Sale and redemption of marketable securities and restricted investments — net 10,000 10,000 Investment in unconsolidated entities (2,637 ) (67,018 ) (69,655 ) Return of investments in unconsolidated entities 32,857 14,949 47,806 Investment in distressed loans and foreclosed real estate (1,133 ) (1,133 ) Return of investments in distressed loans and foreclosed real estate 49,619 49,619 Dividends received intercompany 5,000 (5,000 ) — Investment paid intercompany (5,000 ) 5,000 — Intercompany advances 323,207 (14,733 ) (308,474 ) — Net cash provided by (used in) investing activities 323,207 (14,733 ) 2,385 5,826 (308,474 ) 8,211 Cash flow (used in) provided by financing activities: Proceeds from loans payable 550,000 1,893,496 2,443,496 Debt issuance costs (35 ) (4,868 ) (4,903 ) Principal payments of loans payable (714,089 ) (1,783,496 ) (2,497,585 ) Proceeds from stock-based benefit plans 6,986 6,986 Excess tax benefits from stock-based compensation 2,114 2,114 Purchase of treasury stock (392,772 ) (392,772 ) Payments related to noncontrolling interest 404 404 Dividends paid intercompany (5,000 ) 5,000 — Investment received intercompany 5,000 (5,000 ) — Intercompany advances (149,703 ) (178,612 ) 328,315 — Net cash used in financing activities (383,672 ) (35 ) (318,660 ) (68,208 ) 328,315 (442,260 ) Net decrease in cash and cash equivalents — — (200,159 ) (85,119 ) — (285,278 ) Cash and cash equivalents, beginning of period — — 783,599 135,394 — 918,993 Cash and cash equivalents, end of period — — 583,440 50,275 — 633,715 Consolidating Statement of Cash Flows for the fiscal year ended October 31, 2015 Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities 45,366 2,156 100,487 (78,246 ) (9,581 ) 60,182 Cash flow (used in) provided by investing activities: Purchase of property and equipment — net (10,181 ) 734 (9,447 ) Sale and redemption of marketable securities and restricted investments — net 2,000 2,000 Investment in unconsolidated entities (4,552 ) (119,388 ) (123,940 ) Return of investments in unconsolidated entities 23,213 16,553 39,766 Investment in distressed loans and foreclosed real estate (2,624 ) (2,624 ) Return of investments in distressed loans and foreclosed real estate 37,625 37,625 Net increase in cash from purchase of joint venture interest 3,848 3,848 Intercompany advances (29,620 ) (48,981 ) 78,601 — Net cash (used in) provided by investing activities (29,620 ) (48,981 ) 14,328 (67,100 ) 78,601 (52,772 ) Cash flow provided by (used in) financing activities: Proceeds from issuance of senior notes 350,000 350,000 Proceeds from loans payable 400,000 1,554,432 1,954,432 Debt issuance costs (3,175 ) (3,175 ) Principal payments of loans payable (113,745 ) (1,545,713 ) (1,659,458 ) Redemption of senior notes (300,000 ) (300,000 ) Proceeds from stock-based benefit plans 39,514 39,514 Excess tax benefits from stock-based compensation 1,628 1,628 Purchase of treasury stock (56,888 ) (56,888 ) Receipts related to noncontrolling interest (785 ) (785 ) Intercompany advances (73,185 ) 142,205 (69,020 ) — Net cash provided by (used in) financing activities (15,746 ) 46,825 213,070 150,139 (69,020 ) 325,268 Net increase in cash and cash equivalents — — 327,885 4,793 — 332,678 Cash and cash equivalents, beginning of period — — 455,714 130,601 — 586,315 Cash and cash equivalents, end of period — — 783,599 135,394 — 918,993 ` |