Supplemental Guarantor Information [Text Block] | Supplemental Guarantor Information At July 31, 2019 , our 100% -owned subsidiary, Toll Brothers Finance Corp. (the “Subsidiary Issuer”), has issued the following outstanding Senior Notes (amounts in thousands): Original amount issued and amount outstanding 6.75% Senior Notes due November 1, 2019 $ 250,000 5.875% Senior Notes due February 15, 2022 $ 419,876 4.375% Senior Notes due April 15, 2023 $ 400,000 5.625% Senior Notes due January 15, 2024 $ 250,000 4.875% Senior Notes due November 15, 2025 $ 350,000 4.875% Senior Notes due March 15, 2027 $ 450,000 4.350% Senior Notes due February 15, 2028 $ 400,000 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 these 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 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 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. If there are no guarantors under the 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 July 31, 2019 : Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents — — 639,787 196,471 — 836,258 Inventory 7,919,772 75,304 7,995,076 Property, construction and office equipment, net 273,211 15,531 288,742 Receivables, prepaid expenses and other assets 156,167 634,276 (70,265 ) 720,178 Mortgage loans held for sale 169,251 169,251 Customer deposits held in escrow 87,868 175 88,043 Investments in unconsolidated entities 43,488 311,081 354,569 Investments in and advances to consolidated entities 5,003,121 2,571,770 163,368 149,108 (7,887,367 ) — 5,003,121 2,571,770 9,283,661 1,551,197 (7,957,632 ) 10,452,117 LIABILITIES AND EQUITY Liabilities Loans payable 1,087,303 1,834 1,089,137 Senior notes 2,512,877 2,512,877 Mortgage company loan facility 150,000 150,000 Customer deposits 426,793 2,872 429,665 Accounts payable 344,278 387 344,665 Accrued expenses 674 41,052 533,912 390,593 (70,291 ) 895,940 Advances from consolidated entities 906,570 563,336 (1,469,906 ) — Income taxes payable 45,376 45,376 Total liabilities 46,050 2,553,929 3,298,856 1,109,022 (1,540,197 ) 5,467,660 Equity Stockholders’ equity Common stock 1,779 48 3,006 (3,054 ) 1,779 Additional paid-in capital 724,411 49,400 177,034 (226,434 ) 724,411 Retained earnings (deficit) 5,500,941 (31,559 ) 5,984,757 216,763 (6,187,947 ) 5,482,955 Treasury stock, at cost (1,270,922 ) (1,270,922 ) Accumulated other comprehensive income 862 862 Total stockholders’ equity 4,957,071 17,841 5,984,805 396,803 (6,417,435 ) 4,939,085 Noncontrolling interest 45,372 45,372 Total equity 4,957,071 17,841 5,984,805 442,175 (6,417,435 ) 4,984,457 5,003,121 2,571,770 9,283,661 1,551,197 (7,957,632 ) 10,452,117 Condensed Consolidating Balance Sheet at October 31, 2018 : Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Eliminations Consolidated ASSETS Cash and cash equivalents — — 1,011,863 170,332 — 1,182,195 Inventory 7,493,205 105,014 7,598,219 Property, construction and office equipment, net 169,265 24,016 193,281 Receivables, prepaid expenses and other assets 291,299 392,559 (133,080 ) 550,778 Mortgage loans held for sale 170,731 170,731 Customer deposits held in escrow 116,332 1,241 117,573 Investments in unconsolidated entities 44,329 387,484 431,813 Investments in and advances to consolidated entities 4,791,629 2,916,557 91,740 126,872 (7,926,798 ) — 4,791,629 2,916,557 9,218,033 1,378,249 (8,059,878 ) 10,244,590 LIABILITIES AND EQUITY Liabilities Loans payable 686,801 686,801 Senior notes 2,861,375 2,861,375 Mortgage company loan facility 150,000 150,000 Customer deposits 405,318 5,546 410,864 Accounts payable 361,655 443 362,098 Accrued expenses 471 37,341 600,907 462,128 (127,266 ) 973,581 Advances from consolidated entities 1,551,196 476,040 (2,027,236 ) — Income taxes payable 30,959 30,959 Total liabilities 31,430 2,898,716 3,605,877 1,094,157 (2,154,502 ) 5,475,678 Equity Stockholders’ equity Common stock 1,779 48 3,006 (3,054 ) 1,779 Additional paid-in capital 727,053 49,400 93,734 (143,134 ) 727,053 Retained earnings (deficit) 5,161,551 (31,559 ) 5,612,108 178,639 (5,759,188 ) 5,161,551 Treasury stock, at cost (1,130,878 ) (1,130,878 ) Accumulated other comprehensive income 694 694 Total stockholders’ equity 4,760,199 17,841 5,612,156 275,379 (5,905,376 ) 4,760,199 Noncontrolling interest 8,713 8,713 Total equity 4,760,199 17,841 5,612,156 284,092 (5,905,376 ) 4,768,912 4,791,629 2,916,557 9,218,033 1,378,249 (8,059,878 ) 10,244,590 Condensed Consolidating Statement of Operations and Comprehensive Income for the nine months ended July 31, 2019 : Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Eliminations Consolidated Revenues: Home sales 4,707,462 80,873 4,788,335 Land sales and other 52,712 144,913 (140,994 ) 56,631 — — 4,760,174 225,786 (140,994 ) 4,844,966 Cost of revenues: Home sales 3,753,209 64,397 741 3,818,347 Land sales and other 14,935 79,406 (50,935 ) 43,406 — — 3,768,144 143,803 (50,194 ) 3,861,753 Selling, general and administrative 491 2,022 552,772 55,346 (83,313 ) 527,318 Income (loss) from operations (491 ) (2,022 ) 439,258 26,637 (7,487 ) 455,895 Other: Income from unconsolidated entities 8,786 8,973 17,759 Other income – net 15,986 15,521 9,360 40,867 Intercompany interest income 99,853 1,752 4,782 (106,387 ) — Interest expense (97,831 ) (4,782 ) (1,901 ) 104,514 — Income from subsidiaries 515,012 54,012 (569,024 ) — Income before income taxes 514,521 — 515,012 54,012 (569,024 ) 514,521 Income tax provision 126,829 126,951 13,313 (140,264 ) 126,829 Net income 387,692 — 388,061 40,699 (428,760 ) 387,692 Other comprehensive income 168 168 Total comprehensive income 387,860 — 388,061 40,699 (428,760 ) 387,860 Condensed Consolidating Statement of Operations and Comprehensive Income for the nine months ended July 31, 2018 : Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Eliminations Consolidated Revenues 4,492,956 329,633 (134,569 ) 4,688,020 Cost of revenues 3,561,287 223,990 (43,021 ) 3,742,256 Selling, general and administrative 57 2,397 514,921 61,543 (80,928 ) 497,990 57 2,397 4,076,208 285,533 (123,949 ) 4,240,246 Income (loss) from operations (57 ) (2,397 ) 416,748 44,100 (10,620 ) 447,774 Other: Income from unconsolidated entities 16,743 37,170 53,913 Other income – net 19,288 5,252 11,216 35,756 Intercompany interest income 105,598 1,052 3,235 (109,885 ) — Interest expense (103,201 ) (3,235 ) (1,477 ) 107,913 — Income from subsidiaries 537,500 88,280 (625,780 ) — Income before income taxes 537,443 — 538,876 88,280 (627,156 ) 537,443 Income tax provision 100,268 100,538 16,470 (117,008 ) 100,268 Net income 437,175 — 438,338 71,810 (510,148 ) 437,175 Other comprehensive income 512 512 Total comprehensive income 437,687 — 438,338 71,810 (510,148 ) 437,687 Condensed Consolidating Statement of Operations and Comprehensive Income for the three months ended July 31, 2019 : Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Revenues: Home sales 1,740,111 16,859 1,756,970 Land sales and other 21,919 37,269 (50,467 ) 8,721 — — 1,762,030 54,128 (50,467 ) 1,765,691 Cost of revenues: Home sales 1,387,423 13,432 900 1,401,755 Land sales and other 6,956 16,605 (17,329 ) 6,232 — — 1,394,379 30,037 (16,429 ) 1,407,987 Selling, general and administrative 627 197,722 19,251 (30,891 ) 186,709 Income (loss) from operations — (627 ) 169,929 4,840 (3,147 ) 170,995 Other: Income from unconsolidated entities 245 6,955 7,200 Other income – net 3,731 1,271 3,719 8,721 Intercompany interest income 32,849 882 1,802 (35,533 ) — Interest expense (32,222 ) (1,802 ) (937 ) 34,961 — Income from subsidiaries 186,916 13,931 (200,847 ) — Income before income taxes 186,916 — 186,916 13,931 (200,847 ) 186,916 Income tax provision 40,598 40,596 2,764 (43,360 ) 40,598 Net income 146,318 — 146,320 11,167 (157,487 ) 146,318 Other comprehensive income 56 56 Total comprehensive income 146,374 — 146,320 11,167 (157,487 ) 146,374 Condensed Consolidating Statement of Operations and Comprehensive Income for the three months ended July 31, 2018 : Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Revenues 1,865,613 91,975 (44,235 ) 1,913,353 Cost of revenues 1,468,135 52,247 (10,763 ) 1,509,619 Selling, general and administrative 25 770 181,793 21,209 (29,726 ) 174,071 25 770 1,649,928 73,456 (40,489 ) 1,683,690 Income (loss) from operations (25 ) (770 ) 215,685 18,519 (3,746 ) 229,663 Other: Income from unconsolidated entities 10,010 2,459 12,469 Other income – net 6,605 1,186 3,174 10,965 Intercompany interest income 36,395 663 1,154 (38,212 ) — Interest expense (35,625 ) (1,154 ) (691 ) 37,470 — Income from subsidiaries 253,122 22,627 (275,749 ) — Income before income taxes 253,097 — 254,436 22,627 (277,063 ) 253,097 Income tax provision (benefit) 59,839 60,096 7,135 (67,231 ) 59,839 Net income 193,258 — 194,340 15,492 (209,832 ) 193,258 Other comprehensive income 170 170 Total comprehensive income 193,428 — 194,340 15,492 (209,832 ) 193,428 Condensed Consolidating Statement of Cash Flows for the nine months ended July 31, 2019 : Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Eliminations Consolidated Net cash provided by (used in) operating activities 39,943 5,214 197,142 (213,999 ) (5,839 ) 22,461 Cash flow (used in) provided by investing activities: Purchase of property and equipment - net (61,847 ) 569 (61,278 ) Investments in unconsolidated entities (3,256 ) (40,004 ) (43,260 ) Return of investments in unconsolidated entities 1,350 111,023 112,373 Investment in foreclosed real estate and distressed loans (602 ) (602 ) Return of investments in foreclosed real estate and distressed loans 1,649 1,649 Acquisition of a business (92,840 ) (92,840 ) Proceeds from sales of golf club property and an office building 15,319 18,220 33,539 Investment paid - intercompany (71,628 ) 71,628 — Intercompany advances 170,230 344,786 (515,016 ) — Net cash (used in) provided by investing activities 170,230 344,786 (212,902 ) 90,855 (443,388 ) (50,419 ) Cash flow (used in) provided by financing activities: Proceeds from loans payable 300,000 1,640,998 1,940,998 Debt issuance costs for loans payable (1,948 ) (1,948 ) Principal payments of loans payable (55,829 ) (1,640,998 ) (1,696,827 ) Redemption of senior notes (350,000 ) (350,000 ) Proceeds from stock-based benefit plans, net 5,441 5,441 Purchase of treasury stock (167,474 ) (167,474 ) Dividends paid (48,140 ) (48,140 ) Receipts related to noncontrolling interest, net 49 49 Investment received - intercompany 71,628 (71,628 ) — Intercompany advances (598,468 ) 77,613 520,855 — Net cash (used in) provided by financing activities (210,173 ) (350,000 ) (356,245 ) 149,290 449,227 (317,901 ) Net (decrease) increase in cash, cash equivalents, and restricted cash — — (372,005 ) 26,146 — (345,859 ) Cash, cash equivalents, and restricted cash, beginning of period — — 1,011,867 171,072 — 1,182,939 Cash and cash equivalents, end of period — — 639,862 197,218 — 837,080 Condensed Consolidating Statement of Cash Flows for the nine months ended July 31, 2018 : Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Eliminations Consolidated Net cash (used in) provided by operating activities 4,283 10,844 (146,509 ) 59,453 (2,107 ) (74,036 ) Cash flow provided by (used in) investing activities: Purchase of property and equipment — net (21,434 ) (267 ) (21,701 ) Investments in unconsolidated entities (2,210 ) (12,979 ) (15,189 ) Return of investments in unconsolidated entities 28,351 65,318 93,669 Investment in foreclosed real estate and distressed loans (519 ) (519 ) Return of investments in foreclosed real estate and distressed loans 3,934 3,934 Intercompany advances 458,400 (407,313 ) (51,087 ) — Net cash provided by (used in) investing activities 458,400 (407,313 ) 4,707 55,487 (51,087 ) 60,194 Cash flow (used in) provided by financing activities: Proceeds from issuance of senior notes 400,000 400,000 Debt issuance costs for senior notes (3,531 ) (3,531 ) Proceeds from loans payable 590,000 1,318,085 1,908,085 Principal payments of loans payable (664,542 ) (1,355,953 ) (2,020,495 ) Proceeds from stock-based benefit plans, net 9,731 9,731 Purchase of treasury stock (426,895 ) (426,895 ) Dividends paid (45,519 ) (45,519 ) Receipts related to noncontrolling interest 22 22 Intercompany advances 15,479 (68,673 ) 53,194 — Net cash (used in) provided by financing activities (462,683 ) 396,469 (59,063 ) (106,519 ) 53,194 (178,602 ) Net (decrease) increase in cash, cash equivalents, and restricted cash — — (200,865 ) 8,421 — (192,444 ) Cash, cash equivalents, and restricted cash, beginning of period — — 534,704 180,607 — 715,311 Cash, cash equivalents, and restricted cash, end of period — — 333,839 189,028 — 522,867 |