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, 2019 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 3.80% Senior Notes due November 1, 2029 $ 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 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 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 (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 Revolving Credit Facility. If there are no guarantors under the Revolving 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). Consolidating Balance Sheet at October 31, 2019 Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents — — 1,082,067 203,947 — 1,286,014 Inventory 7,791,759 81,289 7,873,048 Property, construction, and office equipment, net 263,140 10,272 273,412 Receivables, prepaid expenses, and other assets 224,681 610,541 (119,781 ) 715,441 Mortgage loans held for sale 218,777 218,777 Customer deposits held in escrow 74,303 100 74,403 Investments in unconsolidated entities 50,594 315,658 366,252 Investments in and advances to consolidated entities 5,172,737 2,704,551 163,371 147,413 (8,188,072 ) — Income taxes receivable 20,791 20,791 5,193,528 2,704,551 9,649,915 1,587,997 (8,307,853 ) 10,828,138 LIABILITIES AND EQUITY Liabilities Loans payable 1,109,614 36,092 (34,257 ) 1,111,449 Senior notes 2,659,898 2,659,898 Mortgage company loan facility 150,000 150,000 Customer deposits 383,583 2,013 385,596 Accounts payable 347,715 884 348,599 Accrued expenses 754 26,812 569,476 443,180 (89,290 ) 950,932 Advances from consolidated entities 1,052,370 503,058 (1,555,428 ) — Income taxes payable 102,971 102,971 Total liabilities 103,725 2,686,710 3,462,758 1,135,227 (1,678,975 ) 5,709,445 Equity Stockholders’ equity Common stock 1,529 48 3,006 (3,054 ) 1,529 Additional paid-in capital 726,879 49,400 177,034 (226,434 ) 726,879 Retained earnings (deficit) 4,792,409 (31,559 ) 6,187,109 225,853 (6,399,390 ) 4,774,422 Treasury stock, at cost (425,183 ) (425,183 ) Accumulated other comprehensive loss (5,831 ) (5,831 ) Total stockholders’ equity 5,089,803 17,841 6,187,157 405,893 (6,628,878 ) 5,071,816 Noncontrolling interest 46,877 46,877 Total equity 5,089,803 17,841 6,187,157 452,770 (6,628,878 ) 5,118,693 5,193,528 2,704,551 9,649,915 1,587,997 (8,307,853 ) 10,828,138 Consolidating Balance Sheet at October 31, 2018 Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries 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 loss 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 Consolidating Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended October 31, 2019 Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Revenues: Home sales 6,980,549 99,830 7,080,379 Land sales and other 112,972 260,843 (230,228 ) 143,587 — — 7,093,521 360,673 (230,228 ) 7,223,966 Cost of revenues: Home sales 5,595,685 79,400 3,829 5,678,914 Land sales and other 59,338 180,162 (109,796 ) 129,704 — — 5,655,023 259,562 (105,967 ) 5,808,618 Selling, general and administrative 542 2,715 775,030 75,905 (119,644 ) 734,548 Income (loss) from operations (542 ) (2,715 ) 663,468 25,206 (4,617 ) 680,800 Other: Income from unconsolidated entities 12,930 11,938 24,868 Other income - net 48,052 26,352 7,098 81,502 Intercompany interest income 135,087 2,616 5,781 (143,484 ) — Interest expense (132,372 ) (5,781 ) (2,850 ) 141,003 — Income from consolidated subsidiaries 787,712 66,427 (854,139 ) — Income (loss) before income taxes 787,170 — 787,712 66,427 (854,139 ) 787,170 Income tax provision (benefit) 197,163 197,298 16,637 (213,935 ) 197,163 Net income (loss) 590,007 — 590,414 49,790 (640,204 ) 590,007 Other comprehensive income (6,525 ) (6,525 ) Total comprehensive income (loss) 583,482 — 590,414 49,790 (640,204 ) 583,482 Consolidating Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended October 31, 2018 Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Revenues 6,899,891 453,073 (209,706 ) 7,143,258 Cost of revenues 5,427,753 303,962 (58,708 ) 5,673,007 Selling, general and administrative 77 3,162 709,265 83,003 (111,472 ) 684,035 77 3,162 6,137,018 386,965 (170,180 ) 6,357,042 Income (loss) from operations (77 ) (3,162 ) 762,873 66,108 (39,526 ) 786,216 Other: Income from unconsolidated entities 44,646 40,594 85,240 Other income - net 30,561 (2,950 ) 34,849 62,460 Intercompany interest income 142,084 1,649 4,422 (148,155 ) — Interest expense (138,922 ) (4,422 ) (2,111 ) 145,455 — Income from consolidated subsidiaries 933,993 106,063 (1,040,056 ) — Income (loss) before income taxes 933,916 — 941,370 106,063 (1,047,433 ) 933,916 Income tax provision (benefit) 185,765 187,248 21,097 (208,345 ) 185,765 Net income (loss) 748,151 — 754,122 84,966 (839,088 ) 748,151 Other comprehensive income 2,926 2,926 Total comprehensive income (loss) 751,077 — 754,122 84,966 (839,088 ) 751,077 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 4,033 633,000 77,115 (108,634 ) 605,572 58 4,033 5,047,461 300,358 (184,035 ) 5,167,875 Income (loss) from operations (58 ) (4,033 ) 621,149 36,313 (6,188 ) 647,183 Other: Income from unconsolidated entities 12,271 103,795 116,066 Other income - net 10,574 26,653 10,674 3,161 51,062 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 Cash Flows for the fiscal year ended October 31, 2019 Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities 76,828 (8,413 ) 559,660 (180,837 ) (9,577 ) 437,661 Cash flow provided by (used in) investing activities: Purchase of property and equipment — net (86,936 ) (35 ) (86,971 ) Investment in unconsolidated entities (11,202 ) (45,358 ) (56,560 ) Return of investments in unconsolidated entities 3,304 144,623 147,927 Investment in distressed loans and foreclosed real estate (731 ) (731 ) Return of investments in distressed loans and foreclosed real estate 3,147 3,147 Proceeds from sales of golf club properties and an office building 58,154 21,493 79,647 Acquisitions of businesses (162,373 ) (162,373 ) Investment paid intercompany (71,631 ) 71,631 — Intercompany advances 202,967 212,005 (414,972 ) — Net cash provided by (used in) investing activities 202,967 212,005 (270,684 ) 123,139 (343,341 ) (75,914 ) Cash flow (used in) provided by financing activities: Proceeds from issuance of senior notes 400,000 400,000 Proceeds from loans payable 300,000 2,399,028 2,699,028 Debt issuance costs (3,592 ) (2,588 ) (6,180 ) Principal payments of loans payable (72,588 ) (2,399,028 ) (2,471,616 ) Redemption of senior notes (600,000 ) (600,000 ) Proceeds from stock-based benefit plans 17,369 17,369 Purchase of treasury stock (233,523 ) (233,523 ) Dividends paid (63,641 ) (63,641 ) Receipts related to noncontrolling interest 49 49 Investment received intercompany 71,628 (71,628 ) — Intercompany advances (443,577 ) 19,031 424,546 — Net cash (used in) provided by financing activities (279,795 ) (203,592 ) (218,753 ) 90,708 352,918 (258,514 ) Net increase in cash, cash equivalents, and restricted cash — — 70,223 33,010 — 103,233 Cash, cash equivalents, and restricted cash, beginning of period — — 1,011,867 204,543 — 1,216,410 Cash, cash equivalents, and restricted cash, end of period — — 1,082,090 237,553 — 1,319,643 Consolidating Statement of Cash Flows for the fiscal year ended October 31, 2018 Toll Brothers, Inc. Subsidiary Issuer Guarantor Subsidiaries Nonguarantor Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities (4,270 ) 5,439 521,640 56,301 9,101 588,211 Cash flow provided by (used in) investing activities: Purchase of property and equipment — net (28,064 ) (168 ) (28,232 ) Investment in unconsolidated entities (1,676 ) (25,815 ) (27,491 ) Return of investments in unconsolidated entities 29,242 103,948 133,190 Investment in distressed loans and foreclosed real estate (966 ) (966 ) Return of investments in distressed loans and foreclosed real estate 4,765 4,765 Intercompany advances 555,741 (401,908 ) (153,833 ) — Net cash provided by (used in) investing activities 555,741 (401,908 ) (498 ) 81,764 (153,833 ) 81,266 Cash flow (used in) provided by financing activities: Proceeds from issuance of senior notes 400,000 400,000 Proceeds from loans payable 590,000 2,040,835 2,630,835 Debt issuance costs (3,531 ) (3,531 ) Principal payments of loans payable (679,184 ) (2,010,980 ) (2,690,164 ) Proceeds from stock-based benefit plans 13,392 13,392 Purchase of treasury stock (503,159 ) (503,159 ) Payments related to noncontrolling interest 30 30 Dividends paid intercompany (6,000 ) 6,000 — Dividends paid (61,704 ) (61,704 ) Intercompany advances 45,205 (183,937 ) 138,732 — Net cash (used in) provided by financing activities (551,471 ) 396,469 (43,979 ) (160,052 ) 144,732 (214,301 ) Net increase (decrease) in cash, cash equivalents, and restricted cash — — 477,163 (21,987 ) — 455,176 Cash, cash equivalents, and restricted cash, beginning of period — — 534,704 226,530 — 761,234 Cash, cash equivalents, and restricted cash, end of period — — 1,011,867 204,543 — 1,216,410 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 (used in) operating activities 200,721 9,955 294,302 366,144 (9,424 ) 861,698 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: Net 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 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) provided by financing activities (263,468 ) (236,466 ) (249,377 ) (370,943 ) 242,006 (878,248 ) Net increase (decrease) in cash, cash equivalents, and restricted cash (1,045 ) — (48,736 ) 25,546 — (24,235 ) Cash, cash equivalents, and restricted cash, beginning of period 1,045 — 583,440 200,984 — 785,469 Cash, cash equivalents, and restricted cash, end of period — — 534,704 226,530 — 761,234 ` |