-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QKlc9xzDgGEgSWoKz8zzV8zn46D8hHsuB6/SYJ/kxf05m7YaEou05MufUhE9CgqZ hRlU1+hF8ZsuxXNFCxhGZg== 0000794170-02-000002.txt : 20020413 0000794170-02-000002.hdr.sgml : 20020413 ACCESSION NUMBER: 0000794170-02-000002 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20020107 FILED AS OF DATE: 20020110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOLL BROTHERS INC CENTRAL INDEX KEY: 0000794170 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 232416878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09186 FILM NUMBER: 2506131 BUSINESS ADDRESS: STREET 1: 3103 PHILMONT AVE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 BUSINESS PHONE: 2159388000 MAIL ADDRESS: STREET 1: 3103 PHILMONT AVENUE CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 10-K 1 edgar10k.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-9186 TOLL BROTHERS, INC. (Exact name of Registrant as specified in its charter) Delaware 23-2416878 (State or other jurisdiction of I.R.S. Employer incorporation or organization) Identification No.) 3103 Philmont Avenue, Huntingdon Valley, Pennsylvania 19006-4298 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (215) 938-8000 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered Common Stock (par value $.01)* New York Stock Exchange and Pacific Exchange * Includes associated Right to Purchase Series A Junior Participating Preferred Stock. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No[ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] As of December 31, 2001, the aggregate market value of the Common Stock held by non-affiliates (all persons other than executive officers and directors of Registrant) of the Registrant was approximately $1,080,240,000. As of December 31, 2001, there were 34,918,349 shares of Common Stock outstanding. Documents Incorporated by Reference: Portions of the proxy statement of Toll Brothers, Inc. with respect to the 2002 Annual Meeting of Shareholders, scheduled to be held on March 21, 2002, are incorporated by reference into Items 10 through 13 hereof. PART I ITEM 1. BUSINESS General Toll Brothers, Inc. ("Toll Brothers" or the "Company"), a Delaware corporation formed in May 1986, began doing business through predecessor entities in 1967. Toll Brothers designs, builds, markets and arranges financing for single family detached and attached homes in middle-income and high-income residential communities catering to move-up, empty-nester and age-qualified homebuyers in 21 states in six regions around the United States. The communities are generally located on land the Company has either developed or acquired fully approved and, in some cases, improved. Currently, the Company operates in the major suburban residential areas of: * southeastern Pennsylvania and Delaware * central New Jersey * the Virginia and Maryland suburbs of Washington, D.C. * Baltimore County, Maryland * the Boston, Massachusetts metropolitan area * Rhode Island * Southern New Hampshire * Fairfield and Hartford Counties, Connecticut * Westchester County, New York * the Los Angeles metropolitan area and San Diego, California * the San Francisco Bay area of northern California * Palm Springs, California * the Phoenix, Arizona metropolitan area * Raleigh and Charlotte, North Carolina * Dallas, Austin and San Antonio, Texas * the east and west coasts of Florida * Las Vegas, Nevada * Columbus, Ohio * Nashville, Tennessee * Detroit, Michigan * Chicago, Illinois * Denver, Colorado The Company continues to explore additional geographic areas for expansion. The Company markets its homes primarily to middle-income and upper-income buyers, emphasizing high quality construction and customer satisfaction. In the five years ended October 31, 2001, Toll Brothers delivered more than 17,400 homes in 353 communities, including 4,358 homes in 192 communities delivered in fiscal 2001. The Company operates its own land development, architectural, engineering, mortgage, title, security monitoring, landscape, cable T.V., broadband Internet access, lumber distribution, house component assembly and manufacturing operations. The Company also owns and operates golf courses in conjunction with several of its master planned communities. In order to take advantage of commercial real estate opportunities which may present themselves from time to time, the Company formed Toll Brothers Realty Trust, a venture which is owned one-third by the Company, one-third by a number of senior executives and /or directors, including Robert I. Toll, Bruce E. Toll (and members of his family), Zvi Barzilay (and members of his family) and Joel H. Rassman, and one-third by the Pennsylvania State Employees Retirement System. The Company provides development, finance and management services to Toll Brothers Realty Trust and receives fees for its services. At October 31, 2001, the Company was operating in 249 communities containing over 21,000 home sites which it owned or controlled through options. Of the 249 communities, 155 were offering homes for sale, 52 had not yet opened for sale and 42 were sold out but all home deliveries had not been completed. At October 31, 2001, the Company also controlled approximately 18,000 home sites in 149 proposed communities. The Company expects to have over 160 selling communities by January 31, 2002 and approximately 175 selling communities by October 31, 2002. At October 31, 2001, the Company was offering single-family detached homes at prices, excluding customized options, generally ranging from $223,000 to $1,474,000 with an average base sales price of $492,000. The offering price of the Company's attached homes, excluding customized options, generally ranged from $165,000 to $605,000, with an average base sales price of $299,000. The Company had backlogs of $1,411,374,000 (2,727 homes) at October 31, 2001 and $1,434,946,000 (2,779 homes) at October 31, 2000. The Company expects that substantially all homes in backlog at October 31, 2001 will be delivered by October 31, 2002. In recognition of its achievements, the Company has received numerous awards from national, state and local homebuilder publications and associations. Toll Brothers is the only publicly traded homebuilder to have won all three of the industry's highest honors: America's Best Builder (1996), the National Housing Quality Award (1995), and Builder of the Year (1988). The Company generally attempts to reduce certain risks homebuilders encounter by controlling land for future development through options whenever possible, allowing the Company to obtain the necessary governmental approvals before acquiring title to the land, by generally commencing construction of a home only after executing an agreement of sale with a buyer, and by using subcontractors to perform home construction and land development work on a fixed-price basis. In order to obtain better terms or prices, or due to competitive pressures, the Company may purchase properties outright, or acquire the underlying mortgage, prior to obtaining all of the governmental approvals necessary to commence development. For financial information pertaining to revenues, earnings and assets, see the accompanying financial statements and notes thereto. The Communities Toll Brothers' communities are generally located in affluent suburban areas near major highways with access to major cities. The Company currently operates in 21 states in six regions around the country. The following table lists the states in which the Company operates and the fiscal years in which the Company or its predecessor commenced operations: Fiscal Fiscal Year of Year of State Entry State Entry Pennsylvania 1967 Florida 1995 New Jersey 1982 Arizona 1995 Delaware 1987 Ohio 1997 Massachusetts 1988 Tennessee 1998 Maryland 1988 Nevada 1998 Virginia 1992 Michigan 1999 Connecticut 1992 Illinois 1999 New York 1993 Rhode Island 2000 California 1994 New Hampshire 2000 North Carolina 1994 Colorado 2001 Texas1995 The Company emphasizes its high-quality, detached single-family homes that are marketed primarily to "upscale" luxury home buyers, generally comprised of those persons who have previously owned a principal residence and who are seeking to buy a larger home - the so-called "move-up" market. The Company believes its reputation as a developer of homes for this market enhances its competitive position with respect to the sale of its smaller, more moderately priced detached homes, as well as attached homes. The Company also markets to the 50+ year-old "empty-nester" market and believes that this market has strong growth potential. The Company has developed a number of home designs with features such as one-story living and first floor master bedroom suites, as well as communities with recreational amenities such as golf courses, pools, country clubs and recreation centers, that it believes appeal to this category of home buyer. The Company has integrated these designs and features into its communities along with its other homes. The empty-nester market now accounts for approximately 30% of our home sales. In 1999, the Company opened for sale its first active-adult, age-qualified community for households in which at least one member is 55 years of age. The Company is currently selling from five such communities and expects to open twelve additional age-qualified communities during the next few years. The Company believes that the demographics of its move-up, empty-nester and active-adult, age-qualified up-scale markets provide it with potential for growth in the coming decade. According to the U.S. Census Bureau, the number of households earning $100,000 or more (in constant 2000 dollars) now stands at 14.3 million households, approximately 13.4% of all households. This group has grown at eight times the rate of increase of all U.S. households over the past two decades. According to Claritas, Inc., a provider of demographic information, approximately six million of these households are located in the Company's current markets. The largest number of baby boomers, the more than four million born annually between 1954 and 1964, are now 37 to 47 years of age and in their peak move-up home buying years. The leading edge of the baby boom generation is now entering its 50s and the empty-nester market. The number of households with persons 55 to 64 years old, the focus of the Company's age-qualified communities, is projected to increase by over 47% by the Year 2010 according to the U.S. Census Bureau. Toll Brothers also develops master planned communities. The Company currently has ten such communities containing approximately 10,000 home sites and expects to open three additional communities during the next two years. These communities, many of which contain golf courses and other country club type amenities, enable the Company to offer multiple home types and sizes to a broad range of move-up, empty-nester and active-adult buyers. The Company realizes efficiencies from shared common costs such as land development, infrastructure and marketing over the several communities within the master planned community. The Company currently has master planned communities in California, Florida, Michigan, North Carolina and Virginia. Each single-family detached-home community offers several home plans, with the opportunity for homebuyers to select various exterior styles. The Company designs each community to fit existing land characteristics, blending winding streets with cul-de-sacs to establish a pleasant environment. The Company strives to create a diversity of architectural styles within an overall planned community. This diversity is created and enhanced through variations among the house models offered, in the exterior design options for homes of the same basic floor plan, the preservation of existing trees and foliage whenever practicable, and the curving street layouts which allow relatively few homes to be seen from any vantage point. Normally, homes of the same type or color may not be built next to each other. The communities have attractive entrances with distinctive signage and landscaping. The Company believes that the added attention to community detail avoids a "development" appearance and gives each community a diversified neighborhood appearance that enhances home values. The Company's attached home communities generally offer one to three-story homes, provide for limited exterior options and often include commonly-owned recreational acreage such as playing fields, swimming pools and/or tennis courts. The Homes Most of our single-family detached-home communities offer at least four different floor plans, each with several substantially different architectural styles. For example, the purchaser may select the same basic floor plan with a Colonial, Georgian, Federal or Provincial design, and exteriors may be varied further by the use of stone, stucco, brick or siding. Attached home communities generally offer two or three different floor plans with two, three or four bedrooms. In all Toll Brothers' communities, a wide selection of options is available to purchasers for additional charges. The options typically are more numerous and complex as the home becomes more expensive. Major options include additional garages, guest suites, extra rooms, finished lofts and extra fireplaces. On average, homebuyers added approximately 21% to the base price of homes purchased in fiscal 2001.
The range of base sales prices for the Company's lines of homes at October 31, 2001, was as follows: Detached Homes: Move-up $ 233,000 - $ 490,000 Executive 263,000 - 763,000 Estate 347,000 - 1,474,000 Active adult, age-qualified 208,000 - 440,000 Attached Homes: Flats $ 165,000 - $ 276,000 Townhomes 205,000 - 460,000 Carriage homes 274,000 - 605,000
Contracts for the sale of homes are at fixed prices. The prices at which homes are offered in a community have generally increased from time to time during the sellout period for the community; however, there can be no assurance that sales prices will increase in the future. The Company uses some of the same basic home designs in similar communities. However, the Company is continuously developing new designs to replace or augment existing ones to assure that its homes reflect current consumer tastes. The Company uses its own architectural staff and also engages unaffiliated architectural firms to develop new designs. During the past year, the Company has introduced over 80 new models.
The Company operates in six regions throughout the United States. The following table summarizes by region the Company's closings and new contracts signed during fiscal 2001 and the Company's backlog at October 31, 2001: Region Closings New Contracts(1) Backlog(1) Units $000 Units $000 Units $000 Northeast (CT,MA,NH,NJ,NY,RI) 942 477,599 870 440,613 651 330,599 Mid-Atlantic (DE,MD,PA,VA) 1,395 646,068 1,549 719,069 833 392,222 Southeast(FL,NC,TN) 519 233,924 535 238,706 328 151,414 Southwest(AZ,NV,TX) 573 286,542 498 264,777 342 187,561 Midwest(IL,MI,OH) 455 211,441 534 232,291 330 151,023 West(CA) 474 324,895 380 278,482 243 198,555 Total 4,358 2,180,469 4,366 2,173,938 2,727 1,411,374
(1) New contracts and backlog amounts include $15,402,000 (52 homes) and $7,786,000 (25 homes), respectively, from an unconsolidated 50% owned joint venture.
The following table summarizes certain information with respect to residential communities of Toll Brothers under development at October 31, 2001: Homes Under Number of Homes Homes Contract and Homesites Region Communities Approved Closed Not Closed Available Northeast 55 4,997 2,119 651 2,227 Mid-Atlantic 63 10,003 3,005 833 6,165 Southeast 34 3,918 766 328 2,824 Southwest 41 3,907 1,143 342 2,422 Midwest 27 3,147 1,114 330 1,703 West 29 3,883 561 243 3,079 Total 249 29,855 8,708 2,727 18,420
At October 31, 2001, significant site improvements had not commenced on approximately 11,700 of the 18,420 available home sites. Of the 18,420 available home sites, 1,316 were not owned by the Company, but were controlled through options. Of the 249 communities under development at October 31, 2001, 155 were offering homes for sale and 52 had not yet opened for sale. The other 42 had been sold out, but not all home deliveries had been completed. Of the 155 communities in which homes were being offered for sale, 131 were single-family detached home communities containing a total of 224 homes (exclusive of model homes) under construction but not under contract, and 24 were attached-home communities containing a total of 121 homes (exclusive of model homes) under construction but not under contract. Land Policy Before entering into an agreement to purchase a land parcel, the Company completes extensive comparative studies and analyses on detailed Company- designed forms that assist it in evaluating the acquisition. Toll Brothers generally attempts to acquire options to purchase land for future communities. However, in order to obtain better terms or prices, or due to competitive pressures, the Company will acquire property outright from time to time. In addition, the Company has, at times, acquired the underlying mortgage on a property and subsequently obtained title to that property. The Company's options or agreements to purchase land are generally on a non- recourse basis, thereby limiting the Company's financial exposure to the amounts invested in property and pre-development costs. The use of options or purchase agreements may increase the price of land that the Company eventually acquires, but significantly reduces risk. It allows the Company to obtain necessary development approvals before acquisition of the land, which generally enhances the value of the options and purchase agreements and the land, when acquired. The Company has the ability to extend many of these options for varying periods of time, in some cases by making an additional payment and, in other cases, without any additional payment. The Company's purchase agreements are typically subject to numerous conditions including, but not limited to, the Company's ability to obtain necessary governmental approvals for the proposed community. Often, the down payment on an agreement will be returned to the Company if all approvals are not obtained, although pre-development costs may not be recoverable. The Company generally has the right to cancel any of its agreements to purchase land by forfeiture of the Company's down payment on the agreement. In such instances, the Company generally is not able to recover any pre-development costs. The Company's ability to continue its development activities over the long- term will be dependent upon its continued ability to locate and enter into options or agreements to purchase land, obtain governmental approvals for suitable parcels of land, and consummate the acquisition and complete the development of such land. While the Company believes that there is significant diversity in its existing markets and that this diversity provides protection from the vagaries of individual local economies, it believes that greater geographic diversification will provide additional protection and more opportunities for growth. The Company continues to look for new markets.
The following is a summary, at October 31, 2001, of the parcels of land that the Company either owned or controlled through options or purchase agreements for proposed communities, as distinguished from those currently under development: Number of Number of Region Communities Homes Planned Northeast 43 5,252 Mid-Atlantic 76 9,081 Southeast 3 243 Southwest 14 1,948 Midwest 8 1,115 West 5 360 Total 149 17,999
Of the 17,999 planned home sites, 6,150 lots were owned by the Company. The aggregate purchase price of land parcels under option and purchase agreements at October 31, 2001 was approximately $721,129,000, of which the Company had paid or deposited $42,658,000. The Company evaluates all of the land under its control for proposed communities on an ongoing basis with respect to economic and market feasibility. During the year ended October 31, 2001, such feasibility analyses resulted in approximately $3,835,000 of capitalized costs related to proposed communities being charged to expense because they were no longer deemed to be recoverable. There can be no assurance that the Company will be successful in securing the necessary development approvals for the land currently under its control or for land which the Company may acquire control of in the future or that, upon obtaining such development approvals, the Company will elect to complete its purchases of land under option or complete the development of land that it owns. The Company has generally been successful in the past in obtaining governmental approvals, has substantial land currently owned or under its control for which it has obtained or is seeking such approvals (as set forth in the table above), and devotes significant resources to locating suitable land for future development and to obtaining the required approvals on land under its control. Failure to locate sufficient suitable land or to obtain necessary governmental approvals may impair the ability of the Company over the long-term to maintain current levels of development activities. The Company believes that it has an adequate supply of land in its existing communities or held for future development (assuming that all properties are developed) to maintain its operations at its current levels for several years. Community Development The Company expends considerable effort in developing a concept for each community, which includes determination of size, style and price range of the homes, layout of the streets and individual lots, and overall community design. After obtaining the necessary governmental subdivision and other approvals, which may sometimes take several years, the Company improves the land by grading and clearing it, installing roads, recreational amenities and underground utility lines, erecting distinctive entrance structures, and staking out individual home sites. Each community is managed by a project manager who is usually located at the site. Working with sales staff, construction managers, marketing personnel and, when required, other Company and outside professionals such as engineers, architects and legal counsel, the project manager is responsible for supervising and coordinating the various developmental steps from acquisition through the approval stage, marketing, selling, construction and customer service, including monitoring the progress of work and controlling expenditures. Major decisions regarding each community are made by senior members of the Company's management. The Company recognizes revenue from home sales only when title and possession of a home is transferred to the buyer, which generally occurs shortly after home construction is substantially completed. The most significant variable affecting the timing of the Company's revenue stream, other than housing demand, is receipt of final regulatory approvals, which, in turn, permits the Company to begin the process of obtaining executed sales contracts from home buyers. Receipt of such final approvals is not seasonal. Although the Company's sales and construction activities vary somewhat by season, affecting the timing of closings, any such seasonal effect is relatively insignificant compared to the effect of receipt of final governmental approvals. Subcontractors perform all home construction and land development work, generally under fixed-price contracts. Toll Brothers acts as a general contractor and purchases some, but not all, of the building supplies it requires. See "Manufacturing/Distribution Facilities" in Item 2. While the Company has experienced some shortages from time to time in the availability of subcontractors in some markets, it does not anticipate any material effect from these shortages on its home building operations. The Company's construction managers and assistant construction managers coordinate subcontracting activities and supervise all aspects of construction work and quality control. One of the ways the Company seeks to achieve home buyer satisfaction is by providing its construction managers with incentive compensation arrangements based on each home buyer's satisfaction as expressed by their responses on pre-closing and post-closing checklists. The Company maintains insurance to protect against various risks associated with its activities including, among others, general liability, "all-risk" property, workers' compensation, automobile, and employee fidelity. Marketing The Company believes that its marketing strategy, which emphasizes its more expensive "Estate" and "Executive" lines of homes, has enhanced the Company's reputation as a builder-developer of high-quality upscale housing. The Company believes this reputation results in greater demand for all of the Company's lines of homes. To enhance this image, the Company generally includes attractive decorative features such as chair rails, crown moldings, dentil moldings, vaulted and coffered ceilings and other aesthetic elements, even in its less expensive homes, based on its belief that this additional construction expense improves its marketing effort. In determining the prices for its homes, the Company utilizes, in addition to management's extensive experience, a Company-designed value analysis program that compares Toll Brothers homes with homes offered by other builders in each local marketing area. In its application of this program, the Company assigns a positive or negative dollar value to differences between itself and its competitors' product features, such as house and community amenities, location and reputation. Toll Brothers expends great effort in designing and decorating its model homes, which play an important role in its marketing. In its models, Toll Brothers creates an attractive atmosphere, with bread baking in the oven, fires burning in fireplaces, and music playing in the background. Interior decorating varies among the models and is carefully selected to reflect the lifestyles of prospective buyers. During the past several years, the Company has received numerous awards from various homebuilder associations for its interior merchandising. The Company typically locates a sales office in each community that is staffed by Company sales personnel. Sales personnel are compensated with both salary and commission. A significant portion of Toll Brothers' sales is derived from the introduction of customers to its communities by local cooperating realtors. The Company advertises extensively in newspapers, other local and regional publications, and on billboards. The Company also uses videotapes and attractive color brochures to market its communities. The Internet is also an important source of information for our customers. A visitor to the Company's award winning web site, www.tollbrothers.com, can obtain information regarding the Company's communities and homes across the country and take panoramic or video tours of its homes. All Toll Brothers homes are sold under the Company's limited warranty as to workmanship and mechanical equipment. Many homebuyers are also provided with a limited ten-year warranty as to structural integrity. Competition The home building business is highly competitive and fragmented. The Company competes with numerous homebuilders of varying sizes, ranging from local to national in scope, some of which have greater sales and financial resources than the Company. Sales of existing homes also provide competition. The Company competes primarily on the basis of price, location, design, quality, service and reputation; however, the Company believes its financial stability, relative to others in its industry, has become an increasingly favorable competitive factor. Regulation and Environmental Matters The Company is subject to various local, state and federal statutes, ordinances, rules and regulations concerning zoning, building design, construction and similar matters, including local regulations which impose restrictive zoning and density requirements in order to limit the number of homes that can eventually be built within the boundaries of a particular locality. In a number of the Company's markets there has been an increase in state and local legislation authorizing the acquisition of land as dedicated open space, mainly by governmental, quasi- public and non-profit entities. In addition, the Company is subject to various licensing, registration and filing requirements in connection with the construction, advertisement and sale of homes in its communities. These laws have not had a material effect on the Company, except to the extent that their application may have delayed the opening of communities or caused the Company to conclude that development of a proposed community would not be economically feasible, even if any or all necessary governmental approvals were obtained. See "Land Policy" in this Item 1. The Company may also be subject to periodic delays or may be precluded entirely from developing communities due to building moratoriums in one or more of the areas in which it operates. Generally, such moratoriums relate to insufficient water or sewage facilities, or inadequate road capacity. In order to secure certain approvals, in some areas, the Company may have to provide affordable housing at below market rental or sales prices. The impact on the Company will depend on how the various state and local governments in the areas, in which the Company engages, or intends to engage, in development implement their programs for affordable housing. To date, these restrictions have not had a material impact on the Company. The Company is also subject to a variety of local, state and federal statutes, ordinances, rules and regulations concerning protection of public health and the environment ("environmental laws"). The particular environmental laws that apply to any given community vary greatly according to the location of the site, the site's environmental condition and the present and former uses of the site. These environmental laws may result in delays, may cause the Company to incur substantial compliance and other costs, and/or may prohibit or severely restrict development in certain environmentally sensitive regions or areas. The Company maintains a policy of engaging independent environmental consultants to evaluate land for the potential of hazardous or toxic materials, wastes or substances prior to consummating its acquisition. Because it has generally obtained such assessments for the land it has purchased, the Company has not been significantly affected to date by the presence of such materials. Employees At October 31, 2001, the Company employed 2,725 full-time persons; of these, 112 were in executive positions, 317 were engaged in sales activities, 295 were in project management activities, 983 were in administrative and clerical activities, 689 were in construction activities, 147 were in architectural and engineering activities and 182 were in manufacturing and distribution. The Company considers its employee relations to be good. Factors That May Affect Our Future Results (Cautionary Statements Under the Private Securities Litigation Reform Act of 1995) Certain information included in this report or in other materials the Company has filed or will file with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by the Company) contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They contain words like "anticipate", "estimate," "expect," "project," "intend," "plan," "believe," "may," "can," "could," "might" and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance. Such statements include information relating to construction activities, plans for future development of residential communities, available land, land acquisition and related activities as well as capital spending, financing sources and the effects of regulation and competition. From time to time, forward-looking statements are also included in the Company's other periodic reports on Forms 10-Q and 8-K, in press releases and in other material released to the public. Any or all of the forward-looking statements included in this report and in any other reports or public statements of the Company may turn out to be inaccurate. This can occur as a result of incorrect assumptions or as a consequence of known or unknown risks and uncertainties. Many factors mentioned in this report or in other reports or public statements of the Company, such as government regulation and the competitive environment, will be important in determining the Company's future performance. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in the Company's subsequent reports on Forms 10-K, 10-Q and 8-K should be consulted. The following cautionary discussion of risks, uncertainties and possible inaccurate assumptions relevant to the Company's business includes factors it believes could cause its actual results to differ materially from expected and historical results. Other factors beyond those listed below, including factors unknown to the Company and factors known to it which the Company has not determined are material, could also adversely affect it. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995, and all of the Company's forward-looking statements are expressly qualified in their entirety by the cautionary statements contained or referenced to in this section. The Company operates in a very competitive environment, which is characterized by competition from a number of other home builders in each market in which it operates. Actions or changes in plans by competitors may negatively affect the Company. The Company's business can be affected by changes in general economic and market conditions, as well as local economic and market conditions where its operations are conducted and where prospective purchasers of its homes live. The impact and uncertainties created by the September 11, 2001 terrorist attacks and the consequences of any future terrorist attacks, as well as other events affecting the national and world economies may affect the Company's business. The plans for future development of the Company's residential communities can be affected by a number of factors including, for example, time delays in obtaining necessary governmental permits and approvals and legal challenges to the Company's proposed communities. The Company's operations depend on its ability to continue to obtain land for the development of its residential communities at reasonable prices. Changes in competition, availability of financing, customer trends and market conditions may impact the Company's ability to obtain land for new residential communities. The development of the Company's residential communities may be affected by circumstances beyond its control, including weather conditions, work stoppages, labor disputes, unforeseen engineering, environmental or geological problems and unanticipated shortages of or increases in the cost of materials and labor. Any of these circumstances could give rise to delays in the completion of, or increase the cost of, developing one or more of the Company's residential communities. The interest rate on the Company's revolving credit facility is subject to fluctuation based on changes in short-term interest rates, the amount of borrowings the Company has incurred and the ratings which national rating agencies assign to the Company's outstanding debt securities. The Company's interest expense could increase as a result of these factors. The Company's business and earnings are substantially dependent on its ability to obtain financing for its development activities. Increases in interest rates, concerns about the market or the economy, or consolidation or dissolution of financial institutions could increase the Company's cost of borrowing and/or reduce its ability to obtain the funds required for its future operations. The Company's business and earnings are also substantially dependent on the ability of its customers to finance the purchase of their homes. Limitations on the availability of financing or increases in the cost of such financing could adversely affect the Company's operations. The Company believes that its recorded tax balances are adequate. However,it is not possible to predict the effects of possible changes in the tax laws or changes in their interpretation. These changes or interpretations, if made, could have a material negative effect on the Company's operating results. Claims have been brought against the Company in various legal proceedings which have not had, and are not expected to have, a material adverse effect on the business or the financial condition of the Company; however, additional legal and tax claims may arise from time to time, and it is possible that the Company's cash flows and results of operations could be affected from time to time by the resolution of one or more of such matters. There is intense competition to attract and retain management and key employees in the markets where the Company's operations are conducted. The Company's business could be adversely affected in the event of its inability to recruit or retain key personnel in one or more of the markets in which it conducts its operations. ITEM 2. PROPERTIES Headquarters Toll Brothers' corporate offices, which are owned by the Company, contain approximately 70,000 square feet, and are located at 3103 Philmont Avenue, Huntingdon Valley, Montgomery County, Pennsylvania. Manufacturing/Distribution Facilities Toll Brothers owns a facility of approximately 200,000 square feet located in Morrisville, Pennsylvania. The Company also owns a facility of approximately 100,000 square feet located in Emporia, Virginia, which it acquired in 1999. In both facilities it manufactures open wall panels, roof and floor trusses, and certain interior and exterior millwork to supply a portion of the Company's construction needs. These operations also permit Toll Brothers to purchase wholesale lumber, plywood, windows, doors, certain other interior and exterior millwork and other building materials to supply to its communities. The Company believes that increased efficiency, cost savings and productivity result from the operation of these plants and from the wholesale purchase of material. The Pennsylvania plant generally does not sell or supply to any purchaser other than Toll Brothers. The Virginia plant sells wall panels and roof and floor trusses to a small number of outside purchasers as well as to Toll Brothers. Regional and Other Facilities The Company leases office and warehouse space in various locations, none of which is material to the business of the Company. ITEM 3. LEGAL PROCEEDINGS The Company is involved in various claims and litigation arising principally in the ordinary course of business. The Company believes that the disposition of these matters will not have a material adverse effect on the business or the financial condition of the Company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter of the fiscal year ended October 31, 2001. Item 4A. EXECUTIVE OFFICERS OF THE REGISTRANT The following table includes information with respect to all executive officers of the Company at October 31, 2001. All executive officers serve at the pleasure of the Board of Directors of the Company. Name Age Positions Robert I. Toll 60 Chairman of the Board, Chief Executive Officer and Director Zvi Barzilay 55 President, Chief Operating Officer and Director Joel H. Rassman 56 Senior Vice President, Treasurer, Chief Financial Officer and Director Robert I. Toll, with his brother Bruce E. Toll, the Vice Chairman of the Board and a Director of the Company, co-founded the Company's predecessors' operations in 1967. Robert I. Toll has been the Company's Chief Executive Officer and Chairman of the Board since the Company's inception. Zvi Barzilay joined the Company as a project manager in 1980 and has been an officer of the Company since 1983. Mr. Barzilay was elected a Director of the Company in 1994. He has held the position of Chief Operating Officer since May 1998 and the position of President since November 1998. Joel H. Rassman has been a Senior Vice President of the Company since joining the Company in 1984. Mr. Rassman has been a Director of the Company since 1996. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Company's common stock is principally traded on the New York Stock Exchange (Symbol: TOL). It is also listed on the Pacific Exchange.
The following table sets forth the price range of the Company's common stock on the New York Stock Exchange for each fiscal quarter during the two years ended October 31, 2001: Three Months Ended October 31 July 31 April 30 January 31 2001 High $ 40.24 $ 44.14 $ 39.70 $ 45.25 Low $ 22.86 $ 30.40 $ 32.40 $ 31.19 2000 High $ 35.00 $ 24.63 $ 23.06 $ 19.75 Low $ 23.50 $ 18.44 $ 16.00 $ 16.13
The Company has not paid any cash dividends on its common stock to date and expects that, for the foreseeable future, it will not do so; rather it will follow a policy of retaining earnings in order to finance the continued development of its business. The payment of dividends is within the discretion of the Company's Board of Directors and any decision to pay dividends in the future will depend upon an evaluation of a number of factors, including the earnings, capital requirements, operating and financial condition of the Company, and any contractual limitation then in effect. In this regard, the Company's senior subordinated notes contain restrictions on the amount of dividends the Company may pay on its common stock. In addition, the Company's Bank Revolving Credit Agreement and other term loans require the maintenance of minimum consolidated stockholders' equity, which restricts the amount of dividends the Company may pay. At October 31, 2001, under the most restrictive of these provisions, the Company could have paid up to approximately $230,000,000 of cash dividends. At October 31, 2001, there were approximately 681 record holders of the Company's common stock. ITEM 6. SELECTED FINANCIAL DATA The following table sets forth selected consolidated financial and housing data of the Company at and for each of the five fiscal years ended October 31, 2001. It should be read in conjunction with the Consolidated Financial Statements and Notes thereto, included in this report beginning at page F-1, and Management's Discussion and Analysis of Financial Condition and Results of Operations, included in Item 7 of this report.
Summary Consolidated Income Statement Data (amounts in thousands, except per share data): Year ended October 31 2001 2000 1999 1998 1997 Revenues $2,229,605 $1,814,362 $1,464,115 $1,210,816 $971,660 Income before income taxes and extraordinary item $ 337,889 $ 230,966 $ 162,750 $ 134,293 $107,646 Income before extraordinary item $ 213,673 $ 145,943 $ 103,027 $ 85,819 $ 67,847 Extraordinary loss (1,461) (1,115) (2,772) Net income $ 213,673 $ 145,943 $ 101,566 $ 84,704 $ 65,075 Earnings per share: Basic Income before extraordinary item $ 5.96 $ 4.02 $ 2.81 $ 2.35 $ 1.99 Extraordinary loss (0.04) (0.03) (0.08) Net income $ 5.96 $ 4.02 $ 2.77 $ 2.32 $ 1.91 Weighted average number of shares outstanding 35,835 36,269 36,689 36,483 34,127 Diluted:* Income before extraordinary item $ 5.52 $ 3.90 $ 2.75 $ 2.25 $ 1.86 Extraordinary loss (0.04) (0.03) (0.07) Net income $ 5.52 $ 3.90 $ 2.71 $ 2.22 $ 1.78 Weighted average number of shares outstanding 38,683 37,413 37,436 38,360 37,263
* Due to rounding, amounts may not add.
Summary Consolidated Balance Sheet Data (amounts in thousands): As of October 31 2001 2000 1999 1998 1997 Inventory $2,183,541 $1,712,383 $1,443,282 $1,111,223 $ 921,595 Total assets $2,532,200 $2,030,254 $1,668,062 $1,254,468 $1,118,626 Debt Loans payable $ 387,466 $ 326,537 $ 213,317 $ 182,292 $ 189,579 Subordinated notes 669,581 469,499 469,418 269,296 319,924 Total debt $1,057,047 $ 796,036 $ 682,735 $ 451,588 $ 509,503 Stockholders' equity $ 912,583 $ 745,145 $ 616,334 $ 525,756 $ 385,252
Housing Data Year ended October 31 2001 2000 1999 1998 1997 Number of homes closed 4,538 3,945 3,555 3,099 2,517 Sales value of homes closed (in thousands) $2,180,469 $1,762,930 $1,438,171 $1,206,290 $ 968,253 Number of homes contracted(1) 4,366 4,418 3,845 3,387 2,701 Sales value of homes contracted(1) (in thousands) $2,173,938 $2,149,366 $1,640,990 $1,383,093 $1,069,279 As of October 31 Number of homes in backlog(1) 2,727 2,779 2,381 1,892 1,551 Sales value of homes in backlog(1) $1,411,374 $1,434,946 $1,067,685 $ 814,714 $ 627,220 Homesites Owned 25,981 22,275 23,163 15,578 12,820 Controlled 13,165 10,843 11,268 14,803 9,145 Total 39,146 33,118 34,431 30,381 21,965
(1) New contracts for fiscal 2001 and 2000 included $15,402,000(52 homes) and $14,844,000 (54 homes), respectively, from an unconsolidated 50% owned joint venture. Backlog as of October 31, 2001 and 2000 included $7,786,000 (25 homes) and $9,425,000(33 homes), respectively, from this joint venture. Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS The following table provides a comparison of certain income statement items related to the Company's operations (amounts in millions): Year ended October 31, 2001 2000 1999 $ % $ % $ % Home sales Revenues 2,180.5 1,762.9 1,438.2 Costs 1,602.3 73.5 1,337.1 75.8 1,117.9 77.7 Land sales Revenues 27.5 38.7 17.3 Costs 21.5 78.0 29.8 77.0 13.4 77.1 Equity earnings in unconsolidated joint ventures 6.8 3.3 Interest and other 14.9 9.5 8.6 Total revenues 2,229.6 1,814.4 1,464.1 Selling, general and administrative expenses 209.7 9.4 170.4 9.4 130.2 8.9 Interest expense 58.2 2.6 46.2 2.5 39.9 2.7 Total costs and expenses 1,891.7 84.8 1,583.5 87.3 1,301.4 88.9 Operating income 337.9 15.2 231.0 12.7 162.7 11.1
Note: Percentages for selling, general and administrative expenses, interest expense and total costs and expenses are based on total revenues. Amounts may not add due to rounding. FISCAL 2001 COMPARED TO FISCAL 2000 Home Sales Housing revenues for fiscal 2001 were higher than those for fiscal 2000 by approximately $418 million, or 24%. The revenue increase was primarily attributable to a 12% increase in the average price of the homes delivered and a 10% increase in the number of homes delivered. The increase in the average price of the homes delivered was the result of increases in selling prices, a shift in the location of homes delivered to more expensive areas and an increase in the dollar amount of options that our home buyers selected. During fiscal 2001, the Company's homebuyers paid approximately 21% above the base selling price of a home for options and lot premiums, compared to 19% in fiscal 2000. The increase in the number of homes delivered is primarily due to the larger backlog of homes to be delivered at the beginning of fiscal 2001 as compared to fiscal 2000. The value of new sales contracts signed was $2.17 billion (4,366 homes) and $2.15 billion (4,418 homes) for fiscal 2001 and fiscal 2000, respectively. The increase in the value of new contracts signed in fiscal 2001 was primarily attributable to an increase in the average selling price of the homes (due primarily to an increase in base selling prices, a shift in the location of homes sold to more expensive areas and an increase in the dollar amount of options selected by our home buyers) offset in part by a decrease in the average number of communities in which the Company was offering homes for sale and the resulting decrease in the number of homes for which the Company signed sales contracts. The decrease in the number of communities was the result of increased regulatory requirements that delayed the opening of some new communities and new sections of some existing communities. At October 31, 2001, the backlog of homes under contract was $1.41 billion (2,727 homes), as compared to the $1.43 billion (2,779 homes) backlog at October 31, 2000. The terrorist attacks of September 11, 2001 impacted us most severely in the first few weeks immediately after the events as consumer confidence dropped, the stock market declined and the Company's business slowed. Since then, deposit trends for new homes have improved, although they have been quite volatile from week to week. In the six-week period since October 31, 2001, the total number of deposits was approximately 12% higher than the same period of fiscal 2000. On a per-community basis, deposits were down approximately 2% over the same period. Compared to the previous five-year average for the six- week period, deposits were approximately 6% higher on a per-community basis. Based upon the lower backlog of homes to be delivered and the lower number of outstanding deposits at October 31, 2001 as compared to October 31, 2000, home-building revenues for fiscal 2002 may be lower than fiscal 2001 home building revenues. Housing costs as a percentage of housing sales decreased in fiscal 2001 as compared to fiscal 2000. The decrease was largely the result of selling prices increasing at a greater rate than costs, lower land and improvement costs, and improved operating efficiencies offset in part by higher inventory write-offs. The Company incurred $13.0 million in write-offs in fiscal 2001, as compared to $7.4 million in fiscal 2000. Land Sales The Company operates a land development and sales operation in its South Riding master planned community located in Loudoun County, Virginia. The Company is developing several other master planned communities in which it may sell lots to other builders. The decrease in land sales in fiscal 2001 as compared to fiscal 2000 was due to fewer lots being available for sale in South Riding in fiscal 2001 than in 2000, offset in part by increased sales of lots from several of the Company's other master planned communities. Equity Earnings in Unconsolidated Joint Ventures In fiscal 1998, the Company entered into a joint venture to develop and sell land owned by its venture partner. Under the terms of the agreement, the Company has the right to purchase up to a specified number of lots with the majority of the lots to be sold to other builders. In fiscal 2000, the joint venture sold its first group of home sites to other builders and to the Company. The Company recognizes its share of earnings from the sale of lots to other builders. The Company does not recognize earnings from lots it purchases but reduces its cost basis in the lots by its share of the earnings on those lots. Earnings from this joint venture are expected to continue into fiscal 2002, but at a significantly lower level. Interest and Other Income Interest and other income increased approximately $5.4 million in fiscal 2001 as compared to fiscal 2000. The increase was principally due to an increase in interest income, the gain from the sale of an office building constructed by the Company, and an increase in earnings from the Company's ancillary businesses, offset in part by reduced management fee income and gains from the sale of miscellaneous assets recognized in fiscal 2000. Selling, General and Administrative Expenses ("SG&A") SG&A spending increased by $39.4 million, or 23%, in fiscal 2001 as compared to fiscal 2000. This increased spending was primarily due to the increase in housing revenues in fiscal 2001 over fiscal 2000, and costs related to the development of the Company's master planned communities. SG&A as a percentage of total revenue was the same in fiscal 2001 and fiscal 2000. FISCAL 2000 COMPARED TO FISCAL 1999 Home Sales Housing revenues for fiscal 2000 were higher than those of fiscal 1999 by approximately $325 million, or 23%. The revenue increase was primarily attributable to an 11% increase in the number of homes delivered and a 10% increase in the average price of the homes delivered. The increase in the average price of the homes delivered was the result of increased selling prices, a shift in the location of homes delivered to more expensive areas and an increase in the number of homes delivered from our highly amenitized country club communities. The increase in the number of homes delivered is primarily due to a 7% increase in the number of communities from which the Company was delivering homes and the larger backlog of homes to be delivered at the beginning of fiscal 2000 as compared to fiscal 1999. The value of new sales contracts signed totaled $2.15 billion (4,418 homes) and $1.64 billion (3,845 homes) for fiscal 2000 and 1999, respectively. The increase in the value of new contracts signed in fiscal 2000 was primarily attributable to an increase in the average selling price of the homes (due primarily to the location, size and increase in base selling prices) and an increase both in the average number of communities in which the Company was offering homes for sale and in the number of contracts signed per community. As of October 31, 2000, the backlog of homes under contract was $1.43 billion (2,779 homes), approximately 34% higher than the $1.07 billion (2,381 homes) backlog as of October 31, 1999. The increase in backlog at October 31, 2000 was primarily attributable to the increase in the number of new contracts signed and price increases, as previously discussed. Based on the Company's current backlog and current healthy demand, the Company believes that fiscal 2001 will be another record year. Housing costs as a percentage of housing sales decreased in fiscal 2000 as compared to fiscal 1999. The decrease was largely the result of selling prices increasing at a greater rate than costs, lower land and improvement costs, and improved operating efficiency offset, in part, by higher inventory write-offs. The Company incurred $7.4 million in write-offs in fiscal 2000, as compared to $5.1 million in fiscal 1999. Land Sales In March 1999, the Company acquired land for homes, apartments, retail, office and industrial space in the master planned community of South Riding, located in Loudoun County, Virginia. The Company will use some of the property for its own home building operations and will also sell home sites and commercial parcels to other builders. The Company recorded its first sale of land from this operation in the third quarter of fiscal 1999. The Company is also developing several master planned communities in which it may sell land to other builders. The increase in land sales in fiscal 2000 over fiscal 1999 was due to the full year of operations in fiscal 2000 compared to six months in fiscal 1999 at South Riding and the first sale of lots at one of its other master planned communities. Equity Earnings in Unconsolidated Joint Ventures In fiscal 1998, the Company entered into a joint venture to develop and sell land owned by its venture partner. Under the terms of the agreement, the Company has the right to purchase a specified number of home sites on which to build homes with the majority of the home sites to be sold to other builders. In fiscal 2000, the joint venture sold its first group of home sites to other builders and to the Company. The Company recognizes its share of earnings from the sale of home sites to other builders. The Company reduces its cost basis in the home sites it purchases from the joint venture by its share of the earnings on those home sites. Interest and Other Income Interest and other income increased approximately $900,000 in fiscal 2000 as compared to fiscal 1999. The increase was principally due to gains from the sale of miscellaneous assets, offset in part by a reduction of fee income. Selling, General and Administrative Expenses ("SG&A") SG&A spending increased by $40.1 million, or 31%, in fiscal 2000 as compared to fiscal 1999. This increased spending was primarily due to the increase in the number of communities from which the Company was selling, the increase in the number of homes delivered, costs associated with the Company's expansion into new markets, expenses incurred in the opening of divisional offices to manage the growth and spending related to the development of its master planned communities and land sales. INTEREST EXPENSE The Company determines interest expense on a specific lot-by-lot basis for its home building operations and on a parcel-by-parcel basis for its land sales operations. As a percentage of total revenues, interest expense will vary depending on many factors including the period of time that the land was owned, the length of time that the homes delivered during the period were under construction and the interest rates and the amount of debt carried by the Company in proportion to the amount of its inventory during those periods. As a percentage of total revenues, interest expense was slightly higher in fiscal 2001 as compared to fiscal 2000 and lower in fiscal 2000 as compared to fiscal 1999. INCOME TAXES Income taxes for fiscal 2001, 2000 and 1999 were provided at effective rates of 36.8%, 36.8% and 36.7%, respectively. EXTRAORDINARY LOSS FROM EXTINGUISHMENT OF DEBT In January 1999, the Company called for the redemption of all of its outstanding 9 1/2% Senior Subordinated Notes due 2003 at 102% of the principal amount plus accrued interest. The redemption resulted in the recognition of an extraordinary loss in 1999 of $1.5 million, net of $857,000 of income tax benefit. The loss represented the redemption premium and a write-off of unamortized deferred issuance costs. CAPITAL RESOURCES AND LIQUIDITY Funding for the Company's operations has been principally provided by cash flows from operations, unsecured bank borrowings and, from time to time, the public debt and equity markets. Cash flow from operations, before inventory additions, has improved as operating results have improved. The Company anticipates that cash flow from operations, before inventory additions, in the coming fiscal year will continue to be strong, but will be dependent on the level of revenues from the delivery of homes and the Company's results of operations. The Company has used its cash flow from operations, bank borrowings and public debt to acquire additional land for new communities, to pay for land development and construction costs needed to meet the requirements of the Company's continuing expansion of the number of selling communities, to repurchase Company stock and to reduce debt. The Company expects that inventories will continue to increase and is currently negotiating and searching for additional opportunities to obtain control of land for future communities. The Company has a $535 million unsecured revolving credit facility with 16 banks, of which $445 million extends through March 2006 and $90 million extends through February 2003. At October 31, 2001, the Company had $80 million of loans and approximately $43.9 million of letters of credit outstanding under the facility. In November 2001, the Company issued $150 million of 8.25% Senior Subordinated Notes due December 2011. The Company intends to use the net proceeds from this issuance for general corporate purposes. The Company believes that it will be able to fund its activities through a combination of existing cash resources, cash flow from operations and other sources of credit similar in nature to those the Company has accessed in the past. INFLATION The long-term impact of inflation on the Company is manifested in increased costs for land, land development, construction and overhead, as well as in increased sales prices. The Company generally contracts for land significantly before development and sales efforts begin. Accordingly, to the extent land acquisition costs are fixed, increases or decreases in the sales prices of homes may affect the Company's profits. Since the sales prices of homes are fixed at the time a buyer enters into a contract to acquire a home and the Company generally sells its homes before commencement of construction, any inflation of costs in excess of those anticipated may result in lower gross margins. The Company generally attempts to minimize that effect by entering into fixed-price contracts with its subcontractors and material suppliers for specified periods of time, which generally do not exceed one year. In general, housing demand is adversely affected by increases in interest costs, as well as in housing costs. Interest rates, the length of time that land remains in inventory and the proportion of inventory that is financed affect the Company's interest costs. If the Company is unable to raise sales prices enough to compensate for higher costs, or if mortgage interest rates increase significantly, affecting prospective buyers' ability to adequately finance home purchases, the Company's revenues, gross margins and net income would be adversely affected. Increases in sales prices, whether the result of inflation or demand, may affect the ability of prospective buyers to afford new homes. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to market risk primarily due to fluctuations in interest rates. The Company utilizes both fixed rate and variable rate debt. For fixed rate debt, changes in interest rates generally affect the fair market value of the debt instrument, but not the Company's earnings or cash flow. Conversely, for variable rate debt, changes in interest rates generally do not impact the fair market value of the debt instrument. The Company does not have the obligation to prepay fixed rate debt prior to maturity, and as a result, interest rate risk and changes in fair market value should not have a significant impact on such debt until the Company is required to refinance such debt.
The table below sets forth, as of October 31, 2001, the Company's long term debt obligations, principal cash flows by scheduled maturity, weighted-average interest rates and estimated fair market value (amounts in thousands): Fixed Rate Debt Variable Rate Debt(1)(2) Fiscal Weighted Weighted Year of Average Average Expected Interest Interest Maturity Amount Rate Amount Rate 2002 $ 50,000 7.72% $ 43,573 5.24% 2003 338 9.75% 5,769 5.17% 2004 342 9.75% 5,329 5.25% 2005 192,500 8.04% 3,311 4.00% 2006 100,000 8.75% 81,394 4.02% Thereafter 570,000 8.07% 4,910 2.25% Total $913,180 8.12% $ 144,286 4.42% Fair value at October 31, 2001 $921,840 $ 145,260
(1) The Company has a $535 million revolving credit facility with 16 banks of which $445 million extends through March 2006 and $90 million extends through February 2003. Interest is payable on borrowings at 0.90% above the Eurodollar rate or at other specified variable rates as selected by the Company from time to time. The Company had $80 million of borrowings against this facility at October 31, 2001 and the above table assumes that these borrowings will be repaid at the final maturity date of the facility. The Company had fixed $20 million of the borrowings at 6.39% through an interest rate swap until March 2002. (2) A subsidiary of the Company has a $35 million line of credit with a bank to fund mortgage originations. The line is due within 90 days of demand by the bank and bears interest at the banks overnight rate plus an agreed upon margin. At October 31, 2001 the subsidiary had $24.8 million outstanding under the line. Borrowing under this line is included in the 2002 fiscal year maturities. Based upon the amount of variable rate debt outstanding at October 31, 2001 and holding the variable rate debt balance constant, each one percentage point increase in interest rates would increase the interest incurred by the Company by approximately $1.44 million per year. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Reference is made to the financial statements, listed in Item 14(a)(1) and (2), which appear at pages 31 through 47 of this report and which are incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The following is incorporated herein by reference: (a) the information in Part I, Item 4A of this report; (b) the information in the Company's Proxy Statement for the 2002 Annual Meeting of Stockholders (the "2002 Proxy Statement") beginning immediately following the caption "Proposal One - Election of Three Directors for Terms Ending 2005" to, but not including, the sub-caption "Meetings and Committee of the Board of Directors"; and (c) the information in the 2002 Proxy Statement beginning immediately following the caption "Section 16(a) Beneficial Ownership Reporting Compliance" to, but not including, the caption "Certain Transactions." ITEM 11. EXECUTIVE COMPENSATION The information in the 2002 Proxy Statement in the section captioned "Proposal One - Election of Three Directors for Terms Ending 2005," beginning immediately following the sub-caption "Compensation of Directors" to, but not including, the caption "Report of the Compensation Committee on Executive Compensation". ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information in the 2002 Proxy Statement captioned "Voting Securities and Security Ownership" beginning immediately following the sub-caption "Security Ownership of Principal Stockholders and Management" to, but not including, the caption "Proposal One - Election of Three Directors for Terms Ending 2005" is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The following information is incorporated herein by reference: (a) the information in the 2002 Proxy Statement in the section captioned "Executive Compensation" beginning immediately following the sub-caption "Compensation Committee Interlocks and Insider Participation" to, but not including, the caption "Report of the Compensation Committees on Executive Compensation"; and (b) the information in the 2002 Proxy Statement beginning immediately following the caption "Certain Transactions" to, but not including, the caption "Stockholder Proposals." PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Financial Statements and Financial Statement Schedule 1. Financial Statements Page Report of Independent Auditors 31 Consolidated Statements of Income for the Years Ended October 31, 2001, 2000 and 1999 32 Consolidated Balance Sheets as of October 31, 2001 and 2000 33 Consolidated Statements of Cash Flows for the Years Ended October 31, 2001, 2000 and 1999 34 Notes to Consolidated Financial Statements 35 - 45 Summary Consolidated Quarterly Financial Data (unaudited) 46 2. Financial Statement Schedule Schedule II - Valuation and Qualifying Accounts for the Years Ended October 31, 2001, 2000 and 1999 47 Schedules not listed above have been omitted because they are either not applicable or the required information is included in the financial statements or notes thereto. 3. Exhibits The following exhibits are included with this report or incorporated herein by reference: Exhibit Number Description 3.1 Certificate of Incorporation, as amended, is hereby incorporated by reference to Exhibit 3.1 of the Registrant's Form 10-K for the fiscal year ended October 31, 1989. 3.2 Amendment to the Certificate of Incorporation dated March 11, 1993, is hereby incorporated by reference to Exhibit 3.1 of Registrant's Form 10-Q for the quarter ended January 31, 1993. 3.3 Amendment to the Certificate of Incorporation dated June 12, 1997. 3.4 Amendment to the Certificate of Incorporation dated January 8, 1998. Exhibit Number Description 3.5 By-laws, as amended, are hereby incorporated by reference to Exhibit 3.2 of the Registrant's Form 10-K for the fiscal year ended October 31, 1989. 3.6 Amendment to the by-laws dated July 11, 2000 is hereby incorporated by reference to Exhibit 3.1 of the registrant's Form 10-Q for the quarter ended July 31, 2000. 4.1 Specimen Stock Certificate is hereby incorporated by reference to Exhibit 4.1 of the Registrant's Form 10-K for the fiscal year ended October 31, 1991. 4.2 Indenture dated as of March 15, 1993, among Toll Corp., as issuer, the Registrant, as guarantor, and NBD Bank, National Association, as Trustee, including Form of Guarantee, is hereby incorporated by reference to Exhibit 4.1 of Toll Corp.'s Registration Statement on Form S-3 filed with the Securities and Exchange Commission, March 10, 1993, File No. 33-58350. 4.3 Indenture dated as of November 12, 1996 between Toll Corp., as issuer, the Registrant, as guarantor, NBD Bank, a Michigan banking corporation, as Trustee, including form of guarantee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K dated November 6, 1996 filed with the Securities and Exchange Commission. 4.4 Indenture dated as of January 26, 1999 between Toll Corp. As issuer, the Registrant, as guarantor, and NBD Bank, a Michigan banking corporation, as Trustee, including form of guarantee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K filed on July 13, 1999 with the Securities and Exchange Commission. 4.5 Indenture dated as of January 25, 2001 between Toll Corp. As issuer, the Registrant, as guarantor, and Bank One Trust Company, as Trustee, including form of guarantee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant's Form 10-Q filed with the Securities and Exchange Commission for the quarter ended January 31, 2001. 4.6 Authorizing Resolutions, dated as of November 6, 1996, relating to the $100,000,000 principal amount of 8 3/4% Senior Subordinated Notes of Toll Corp. due 2006, guaranteed on a Senior Subordinated Basis by Toll Brothers, Inc., is hereby incorporated by reference to Exhibit 4.2 of the Registrant's Form 8-K filed on November 15, 1996 with the Securities and Exchange Commission. 4.7 Authorizing Resolutions, dated as of September 16, 1997, relating to the $100,000,000 principal amount of 7 3/4% Senior Subordinated Notes due 2007 of Toll Corp., guaranteed on a Senior Subordinated basis by Toll Brothers, Inc. is hereby incorporated by reference to Exhibit 4.5 of the Registrant's Form 10-K for the fiscal year ended October 31, 1997. 4.8 Authorizing Resolutions, dated as of January 22, 1999, relating to the $170,000,000 principal amount of 8 1/8% Senior Subordinated Notes of Toll Corp. due 2009, guaranteed on a Senior Subordinated basis by Toll Brothers, Inc., is hereby incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K filed on January 25, 1999 with the Securities and Exchange Commission. Exhibit Number Description 4.9 Authorizing Resolutions, dated as of April 13, 1999, relating to $100,000,000 principal amount of 8% Senior Subordinated Notes of Toll Corp. due 2009, guaranteed on a Senior Subordinated basis by Toll Brothers, Inc. is hereby incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K filed on April 14, 1999 with the Securities and Exchange Commission. 4.10 Authorizing Resolutions, dated as of January 23, 2001, relating to $200,000,000 principal amount of 8 1/4% Senior Subordinated Notes of Toll Corp. due 2011, guaranteed on a Senior Subordinated basis by Toll Brothers, Inc. is hereby incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K filed on January 24, 2001 with the Securities and Exchange Commission. 4.11 Authorizing Resolutions, dated as of November 27, 2001, relating to $150,000,000 principal amount of 8.25% Senior Subordinated Notes of Toll Corp. due 2011, guaranteed on a Senior Subordinated basis by Toll Brothers, Inc. is hereby incorporated by reference to Exhibit 4 of the Registrant's Form 8-K filed on December 6, 2001 with the Securities and Exchange Commission. 4.12 Rights Agreement dated as of June 12, 1997 by and between the Company and ChaseMellon Shareholder Service, L.L.C., as Rights Agent, is hereby incorporated by reference to Exhibit 1 to the Company's Registration Statement on Form 8-A dated June 20, 1997. 4.13 Amendment to Rights Agreement dated as of July 31, 1998, by and between the Company and ChaseMellon Shareholder Service, L.L.C. as Rights Agent incorporated herein by reference to Exhibit 1 to the Company's Registration Statement on Form 8-A/A dated August 21, 1998. 10.1 Amended and Restated Credit Agreement by and among First Huntingdon Finance Corp., the Registrant and the Lenders dated May 18, 2001, is hereby incorporated by reference to Exhibit 10.3 of the Registrant's Form 10-Q for the quarter ended April 30, 2001. 10.2* Toll Brothers, Inc. Amended and Restated Stock Option Plan (1986), as amended and restated by the Registrant's Board of Directors on February 24, 1992 and adopted by its shareholders on April 6, 1992, is hereby incorporated by reference to Exhibit 19(a) of the Registrant's Form 10-Q for the quarter ended April 30, 1992. 10.3* Toll Brothers, Inc. Amended and Restated Stock Purchase Plan(1986) is hereby incorporated by reference to Exhibit 4 of the Registrant's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 4, 1987, File No. 33-16250. 10.4* Toll Brothers, Inc. Amended and Restated Stock Purchase Plan(1986) effective June 14, 2001 is hereby incorporated by reference to Exhibit 10.1 of the Registrant's Registration Statement on Form 10-Q for the quarter ended July 31, 2001. 10.5* Toll Brothers, Inc. Key Executives and Non-Employee Directors Stock Option Plan (1993) is hereby incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on May 25, 1994. 10.6* Amendment to the Toll Brothers, Inc. Key Executives and Non- Employee Directors Stock Option Plan (1993) is hereby incorporated by reference to Exhibit 10.2 of the Registrant's Form 10-Q for the quarter ended April 30, 1995. Exhibit Number Description 10.7* Amendment to the Toll Brothers, Inc. Key Executives and Non- Employee Directors Stock Option Plan (1993) effective June 14, 2001 is hereby incorporated by reference to Exhibit 10.2 of the Registrant's Form 10-Q for the quarter ended July 31, 2001. 10.8* Toll Brothers, Inc. Cash Bonus Plan is hereby incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on May 25, 1994. 10.9* Amendment to the Toll Brothers, Inc. Cash Bonus Plan dated May 29, 1996 is hereby incorporated by reference to Exhibit 10.7 of the Registrant's Form 10-K for the fiscal year ended October 31, 1996. 10.10* Amendment to the Toll Brothers, Inc. Cash Bonus Plan dated December 10, 1998 is hereby incorporated by reference to Exhibit 10.8 of the registrant's Form 10-K for the fiscal year ended October 31, 2000. 10.11* Amendment to the Toll Brothers, Inc. Cash Bonus Plan dated December 14, 2000 is hereby incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q for the quarter ended April 30, 2001. 10.12* Toll Brothers, Inc. Stock Option and Incentive Stock Plan (1995) is hereby incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q for the quarter ended April 30, 1995. 10.13* Amendment to the Toll Brothers, Inc. Stock Option and Incentive Stock Plan (1995) dated May 29, 1996 is hereby incorporated by reference to Exhibit 10.9 the Registrant's Form 10-K for the fiscal year ended October 31, 1996. 10.14* Amendment to the Toll Brothers, Inc. Stock Option and Incentive Stock Plan (1995) effective March 22, 2001 is hereby incorporated by reference to Exhibit 10.3 of the Registrant's Form 10-Q for the quarter ended July 31, 2001. 10.15* Toll Brothers, Inc. Stock Incentive Plan (1998) is hereby incorporated by reference to Exhibit 4 of the Registrant's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 25, 1998, File No. 333-57645. 10.16* Amendment to the Toll Brothers, Inc. Stock Incentive Plan (1998) effective March 22, 2001 is hereby incorporated by reference to Exhibit 10.4 of the Registrant's Form 10-Q for the quarter ended July 31, 2001. 10.17* Toll Brothers, Inc. Executive Officer Cash Bonus Plan is hereby incorporated by reference to Exhibit 10.2 of the Registrant's Form 10-Q for the quarter ended April 30, 2001. 10.18* Stock Redemption Agreement between the Registrant and Robert I. Toll, dated October 28, 1995, is hereby incorporated by reference to Exhibit 10.7 of the Registrant's Form 10-K for the fiscal year ended October 31, 1995. 10.19* Stock Redemption Agreement between the Registrant and Bruce E. Toll, dated October 28, 1995, is hereby incorporated by reference to Exhibit 10.8 of the Registrant's Form 10-K for the fiscal year ended October 31, 1995. 10.20* Agreement dated March 5, 1998 between the Registrant and Bruce E. Toll regarding Mr. Toll's resignation and related matters is hereby incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-Q for the quarter ended April 30, 1998. Exhibit Number Description 10.21* Consulting and Non-Competition Agreement dated March 5, 1998 between the Registrant and Bruce E. Toll is hereby incorporated by reference to Exhibit 10.3 to the Registrant's Form 10-Q for the quarter ended April 30, 1998. 10.22* Amendment to the Agreement dated March 5, 1998 between the Registrant and Bruce E. Toll and to the Consulting and Non- Competition Agreement dated March 5, 1998 between the Registrant and Bruce E. Toll is hereby incorporated by reference to Exhibit 10.1 of the Registrant's Form 10-Q for the quarter ended July 31, 2000. 10.23* Agreement between the Registrant and Joel H. Rassman, dated June 30, 1988, is hereby incorporated by reference to Exhibit 10.8 of Toll Corp.'s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 9, 1988, File No. 33-23162. 10.24* Toll Bros., Inc. Non-Qualified Deferred Compensation Plan. 10.25* Toll Brothers, Inc. Stock Award Deferral Plan. 12 Statement RE: Computation of Ratios of Earnings to Fixed Charges. 21 Subsidiaries of the Registrant. 23 Consent of Independent Auditors. *This exhibit is a management contract or compensatory plan or arrangement required to be filed as an exhibit to this report. (b) Reports on Form 8-K During the fourth quarter of the fiscal year ended October 31, 2001, the Company did not file a current report on Form 8-K. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Lower Moreland, Commonwealth of Pennsylvania on December 14, 2001. TOLL BROTHERS, INC. By: /s/ Robert I. Toll Robert I. Toll Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Robert I. Toll Chairman of the Board December 14, 2001 Robert I. Toll of Directors and Chief Executive Officer (Principal Executive Officer) /s/ Bruce E. Toll Vice Chairman of the Board December 14, 2001 Bruce E. Toll and Director /s/ Zvi Barzilay President, Chief Operating December 14, 2001 Zvi Barzilay Officer and Director /s/ Joel H. Rassman Senior Vice President, December 14, 2001 Joel H. Rassman Treasurer, Chief Financial Officer and Director (Principal Financial Officer) /s/ Joseph R. Sicree Vice President and December 14, 2001 Joseph R. Sicree Chief Accounting Officer (Principal Accounting Officer) /s/ Robert S. Blank Director December 14, 2001 Robert S. Blank /s/ Edward G. Boehne Director December 14, 2001 Edward G. Boehne /s/ Richard J. Braemer Director December 14, 2001 Richard J. Braemer Signature Title Date /s/ Roger S. Hillas Director December 14, 2001 Roger S. Hillas /s/ Carl B. Marbach Director December 14, 2001 Carl B. Marbach /s/ Paul E. Shapiro Director December 14, 2001 Paul E. Shapiro REPORT OF INDEPENDENT AUDITORS The Board of Directors and Shareholders Toll Brothers, Inc. We have audited the accompanying consolidated balance sheets of Toll Brothers, Inc. and subsidiaries as of October 31, 2001 and 2000, and the related consolidated statements of income and cash flows for each of the three years in the period ended October 31, 2001. Our audits also included the financial statement schedule listed in the Index at item 14(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Toll Brothers, Inc. and subsidiaries at October 31, 2001 and 2000, and the consolidated results of their operations and their cash flows for each of the three years in the period ended October 31, 2001, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. /s/ Ernst & Young LLP Philadelphia, Pennsylvania December 11, 2001
CONSOLIDATED STATEMENT OF INCOME (Amounts in thousands, except per share data) Year ended October 31, 2001 2000 1999 Revenues Home sales $2,180,469 $1,762,930 $1,438,171 Land sales 27,530 38,730 17,345 Equity earnings in unconsolidated joint ventures 6,756 3,250 Interest and other 14,850 9,452 8,599 2,229,605 1,814,362 1,464,115 Costs and expenses Home sales 1,602,276 1,337,060 1,117,872 Land sales 21,464 29,809 13,375 Selling, general and administrative 209,729 170,358 130,213 Interest 58,247 46,169 39,905 1,891,716 1,583,396 1,301,365 Income before income taxes and extraordinary loss 337,889 230,966 162,750 Income taxes 124,216 85,023 59,723 Income before extraordinary loss 213,673 145,943 103,027 Extraordinary loss (1,461) Net income $ 213,673 $ 145,943 $ 101,566 Earnings per share Basic: Income before extraordinary loss $ 5.96 $ 4.02 $ 2.81 Extraordinary loss (0.04) Net income $ 5.96 $ 4.02 $ 2.77 Diluted: Income before extraordinary loss $ 5.52 $ 3.90 $ 2.75 Extraordinary loss (0.04) Net income $ 5.52 $ 3.90 $ 2.71 Weighted average number of shares: Basic 35,835 36,269 36,689 Diluted 38,683 37,413 37,436
See accompanying notes.
CONSOLIDATED BALANCE SHEET (Amounts in thousands) October 31 2001 2000 ASSETS Cash and cash equivalents $ 182,840 $ 161,860 Inventory 2,183,541 1,712,383 Property, construction and office equipment, net 33,095 24,075 Receivables, prepaid expenses and other assets 118,542 113,025 Investments in unconsolidated entities 14,182 18,911 $2,532,200 $2,030,254 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Loans payable $ 387,466 $ 326,537 Subordinated notes 669,581 469,499 Customer deposits 101,778 104,924 Accounts payable 132,970 110,927 Accrued expenses 229,671 185,141 Income taxes payable 98,151 88,081 Total liabilities 1,619,617 1,285,109 Stockholders' equity Preferred stock, none issued Common stock, 37,014 and 37,028 shares issued at October 31, 2001 and 2000, respectively 369 369 Additional paid-in capital 107,014 105,454 Retained earnings 882,281 668,608 Treasury stock, at cost - 2,237 shares and 1,133 shares at October 31, 2001 and 2000, respectively (77,081) (29,286) Total stockholders' equity 912,583 745,145 $2,532,200 $2,030,254
See accompanying notes.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) Year ended October 31 2001 2000 1999 Cash flow from operating activities: Net income $213,673 $145,943 $101,566 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 9,356 8,528 6,594 Equity earnings in unconsolidated joint ventures (6,756) (3,250) Extraordinary loss from extinguishment of debt 2,318 Deferred tax provision 7,323 5,191 1,569 Changes in operating assets and liabilities, net of assets and liabilities acquired: Increase in inventory (443,887) (264,303) (282,764) Origination of mortgage loans (199,102) Sale of mortgage loans 183,449 Decrease (increase)receivables, prepaid expenses and other assets 10,793 (28,025) (32,524) (Decrease) increase in customer deposits on sales contracts (3,146) 22,429 11,557 Increase in accounts payable and accrued expenses 71,776 71,492 62,769 Increase in current income taxes payable 8,142 25,132 8,045 Net cash used in operating activities (148,379) (16,863) (120,870) Cash flow from investing activities: Purchase of property and equipment, net (15,020) (9,415) (8,331) Acquisition of company, net of cash acquired (11,090) Investment in unconsolidated entities (15,193) Distribution from unconsolidated entities 15,750 13,589 Net cash provided by(used in) investing activities 730 4,174 (34,614) Cash flow from financing activities: Proceeds from loans payable 208,628 559,843 177,500 Principal payments of loans payable (180,094) (460,482) (187,551) Net proceeds from issuance senior subordinated notes 196,930 267,716 Redemption of subordinated notes (71,359) Proceeds from stock based benefit plans 14,932 11,936 2,223 Purchase of treasury stock (71,767) (33,232) (16,704) Net cash provided by financing activities 168,629 78,065 171,825 Net increase in cash and cash equivalents 20,980 65,376 16,341 Cash and cash equivalents, beginning of year 161,860 96,484 80,143 Cash and cash equivalents, end of year $182,840 $161,860 $ 96,484
See accompanying notes. Notes to Consolidated Financial Statements 1. Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of Toll Brothers, Inc. (the "Company"), a Delaware corporation, and its majority- owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Investments in 20% to 50% owned partnerships and affiliates are accounted for on the equity method. Investments in less than 20% owned affiliates are accounted for on the cost method. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Income Recognition The Company is primarily engaged in the development, construction and sale of residential homes. Revenue and cost of sales is recorded at the time each home sale is closed and title and possession has been transferred to the buyer. Closing normally occurs shortly after construction is substantially completed. Land sales revenue and cost of sales is recorded at the time that title and possession of the property has been transferred to the buyer. Cash and Cash Equivalents Liquid investments or investments with original maturities of three months or less are classified as cash equivalents. The carrying value of these investments approximates their fair value. Property, Construction and Office Equipment Property, construction and office equipment is recorded at cost and is stated net of accumulated depreciation of $35,792,000 and $30,288,000 at October 31, 2001 and 2000, respectively. Depreciation is recorded by using the straight- line method over the estimated useful lives of the assets. Inventory Inventory is stated at the lower of cost or fair value. In addition to direct land acquisition, land development and home construction costs, costs include interest, real estate taxes and direct overhead costs related to development and construction, which are capitalized to inventories during the period beginning with the commencement of development and ending with the completion of construction. Land, land development and related costs are amortized to the cost of homes closed based upon the total number of homes to be constructed in each community. Home construction and related costs are charged to the cost of homes closed under the specific identification method. The Company capitalizes certain project marketing costs and charges them against income as homes are closed. Treasury Stock Treasury stock is recorded at cost. Issuance of treasury shares is accounted for on a first-in, first-out basis. Differences between the cost of treasury shares and the re-issuance proceeds are charged to additional paid-in capital. Segment Reporting Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures about Segments of an Enterprise and Related Information," establishes standards for the manner in which public enterprises report information about operating segments. The Company has determined that its operations primarily involve one reportable segment, home building. New Accounting Pronouncement SFAS No. 133, "Accounting for Derivative Instruments and for Hedging Activities," establishes accounting and reporting standards of derivative instruments embedded in other contracts, and for hedging activities. The Company adopted SFAS No. 133, as amended, in the first quarter of 2001. Such adoption did not have a material impact on the Company's reported results of operations, financial position or cash flows. SFAS No. 142, "Goodwill and Other Intangible Assets," provides guidance on accounting for intangible assets and eliminates the amortization of goodwill and certain other intangible assets. Intangible assets, including goodwill, that are not subject to amortization are required to be tested for impairment and possible write-down on an annual basis. The Company is required to adopt SFAS No. 142 for its fiscal year 2003. The Company is currently reviewing the effect of this statement on the Company's financial statements. 2. Inventory
Inventory consisted of the following (amounts in thousands): October 31,2000 2001 2000 Land and land development costs $ 833,386 $ 558,503 Construction in progress 1,145,046 992,098 Sample homes 75,723 60,511 Land deposits and costs of future development 89,360 68,560 Deferred marketing costs 40,026 32,711 $2,183,541 $1,712,383
Construction in progress includes the cost of homes under construction, land and land development costs and the carrying cost of home sites that have been substantially improved. For the years ended October 31, 2001, 2000 and 1999, the Company provided for inventory write-downs and the expensing of costs which it believed not to be recoverable of $13,035,000, $7,448,000 and $5,092,000, respectively.
Interest capitalized in inventories is charged to interest expense when the related inventory is closed. Changes in capitalized interest for the three years ended October 31, 2001 were as follows (amounts in thousands): 2001 2000 1999 Interest capitalized, beginning of year $78,443 $64,984 $53,966 Interest incurred 79,209 60,236 51,396 Interest expensed (58,247) (46,169) (39,905) Write-off to cost and expenses (755) (608) (473) Interest capitalized, end of year $98,650 $78,443 $64,984
3. Loans Payable and Subordinated Notes
Loans payable consisted of the following (amounts in thousands): October 31 2001 2000 Revolving credit facility $ 80,000 $ 80,000 Term loan due March 2002 50,000 50,000 Term loan due July 2005 192,500 170,000 Other 64,966 26,537 $387,466 $326,537
The Company has a $535,000,000 unsecured revolving credit facility with 16 banks of which $445,000,000 extends through March 2006 and $90,000,000 extends through February 2003. Interest is payable on borrowings at 0.90% above the Eurodollar rate or at other specified variable rates as selected by the Company from time to time. The Company fixed the interest rate on $20,000,000 of borrowing at 6.39% until March 2002 through an interest rate swap with a bank. Had the Company not entered into the interest rate swap, the interest rate on this borrowing would have been 3.32% at October 31, 2001. At October 31, 2001, letters of credit and obligations under escrow agreements of approximately $43,862,000 were outstanding. The agreement contains various covenants, including financial covenants related to consolidated stockholders' equity, indebtedness and inventory. The agreement requires the Company to maintain a minimum consolidated stockholders' equity which restricts the payment of cash dividends and the repurchase of Company stock to approximately $230,000,000 at October 31, 2001. The Company borrowed $50,000,000 from three banks at a fixed rate of 7.72% repayable in March 2002. The Company has borrowed $192,500,000 from eight banks at a weighted-average interest rate of 8.04% repayable in July 2005. Both loans are unsecured and the agreements contain financial covenants that are less restrictive than the covenants contained in the Company's revolving credit agreement. A subsidiary of the Company has a $35,000,000 line of credit with a bank to fund mortgage originations. The line of credit is collateralized by all the assets of the subsidiary. At October 31, 2001, the subsidiary had borrowed $24,754,000 under the line of credit and had assets of approximately $28,364,000. At October 31, 2001, the aggregate estimated fair value of the Company's loans payable was approximately $405,500,000. The fair value of loans was estimated based upon the interest rates at October 31, 2001 that the Company believed were available to it for loans with similar terms and remaining maturities.
Subordinated notes consisted of the following (amounts in thousands): October 31 2001 2000 8 3/4% Senior Subordinated Notes due November 15, 2006 $100,000 $100,000 7 3/4% Senior Subordinated Notes due September 15, 2007 100,000 100,000 8 1/8% Senior Subordinated Notes due February 1, 2009 170,000 170,000 8% Senior Subordinated Notes due May 1, 2009 100,000 100,000 8 1/4% Senior Subordinated Notes due February 1, 2011 200,000 Bond discount (419) (501) $669,581 $469,499
All issues of senior subordinated notes are subordinated to all senior indebtedness of the Company. The indentures restrict certain payments by the Company including cash dividends and the repurchase of Company stock. The notes are redeemable in whole or in part at the option of the Company at various prices on or after the fifth anniversary of each issue's date of issuance. At October 31, 2001, the aggregate fair value of all the outstanding subordinated notes, based upon their indicated market prices, was approximately $661,600,000. In November 2001, the Company issued $150,000,000 of 8.25% Senior Subordinated Notes due December 2011. The notes are subordinated to all senior indebtedness of the Company and have the same restrictions as to the payment of dividends and the repurchase of Company stock as the other issues of the Company's subordinated notes. The notes are redeemable in part, at the Company's option, from the proceeds of one or more public equity offerings prior to December 1, 2004 and redeemable in whole or in part on or after December 1, 2006. The annual aggregate maturity of the Company's loans and notes during each of the next five fiscal years is: 2002 - $93,573,000; 2003 - $6,107,000; 2004 - $5,671,000; 2005 - $195,811,000; and 2006 - $181,394,000. 4. Income taxes The Company's estimated combined federal and state tax rate before providing for the effect of permanent book-tax differences ("Base Rate") was 37% in 2001, 2000 and 1999. The effective tax rates in 2001, 2000, and 1999 were 36.8%, 36.8% and 36.7%, respectively. The primary difference between the Company's Base Rate and effective tax rate was tax-free income.
The provision for income taxes for each of the three years ended October 31, 2001 was as follows (amounts in thousands): 2001 2000 1999 Federal $114,131 $78,105 $54,874 State 10,085 6,918 4,849 $124,216 $85,023 $59,723 Current $116,893 $79,832 $58,154 Deferred 7,323 5,191 1,569 $124,216 $85,023 $59,723
The components of income taxes payable consisted of the following (amounts in thousands): October 31, 2001 2000 Current $66,522 $63,775 Deferred 31,629 24,306 $98,151 $88,081
The components of net deferred taxes payable consisted of the following (amounts in thousands): October 31 2001 2000 Deferred tax liabilities: Capitalized interest $32,789 $26,287 Deferred expense 17,755 13,743 Total 50,544 40,030 Deferred tax assets: Inventory valuation reserves 5,716 4,555 Inventory valuation differences 2,581 2,184 Deferred income 2,329 2,170 Accrued expenses deductible when paid 1,324 178 Other 6,965 6,637 Total 18,915 15,724 Net deferred tax liability $31,629 $24,306
5. Stockholders' Equity The Company's authorized capital stock consists of 45,000,000 shares of Common Stock, $.01 par value per share, and 1,000,000 shares of Preferred Stock, $.01 par value per share. The Board of Directors is authorized to amend the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock to 200,000,000 shares and the number of shares of authorized Preferred Stock to 15,000,000 shares.
Changes in stockholders' equity for the three years ended October 31, 2001 were as follows (amounts in thousands): Additional Common Stock Paid-In Retained Treasury Shares Amount Capital Earnings Stock Total Balance, November 1, 1998 36,935 $ 369 $ 106,099 $421,099 $ (1,811) $525,756 Net income 101,566 101,566 Purchase of treasury stock (801) (16,704) (16,704) Exercise of stock options 177 (1,143) 3,701 2,558 Executive bonus award 106 342 2,120 2,462 Employee benefit plan issuances 37 (59) 755 696 Balance, October 31, 1999 36,454 369 105,239 522,665 (11,939) 616,334 Net income 145,943 145,943 Purchase of treasury stock (1,355) (33,232) (33,232) Exercise of stock options 672 588 13,352 13,940 Executive bonus award 80 (225) 1,621 1,396 Employee benefit plan issuances 44 (148) 912 764 Balance, October 31, 2000 35,895 369 105,454 668,608 (29,286) 745,145 Net income 213,673 213,673 Purchase of treasury stock (2,061) (71,767) (71,767) Exercise of stock options 781 (336) 20,452 20,116 Executive bonus award 136 1,678 2,735 4,413 Employee benefit plan issuances 26 218 785 1,003 Balance, October 31, 2001 34,777 $ 369 $ 107,014 $882,281 $(77,081) $912,583
Stockholder Rights Plan Shares of the Company's Common Stock outstanding are subject to stock purchase rights. The rights, which are exercisable only under certain conditions, entitle the holder, other than an acquiring person (and certain related parties of an acquiring person), as defined in the plan, to purchase common shares at prices specified in the rights agreement. Unless earlier redeemed, the rights will expire on July 11, 2007. The rights were not exercisable at October 31, 2001. Redemption of Common Stock To help provide for an orderly market in the Company's Common Stock in the event of the death of either Robert I. Toll or Bruce E. Toll (the "Tolls"), or both of them, the Company and the Tolls have entered into agreements in which the Company has agreed to purchase from the estate of each of the Tolls $10,000,000 of the Company's Common Stock (or a lesser amount under certain circumstances) at a price equal to the greater of fair market value (as defined) or book value (as defined). Further, the Tolls have agreed to allow the Company to purchase $10,000,000 of life insurance on each of their lives. In addition, the Tolls granted the Company an option to purchase up to an additional $30,000,000 (or a lesser amount under certain circumstances) of the Company's Common Stock from each of their estates. The agreements expire in October 2005. In December 2000, the Company's Board of Directors authorized the repurchase of up to 5,000,000 shares of its Common Stock, par value $.01, from time to time, in open market transactions or otherwise, for the purpose of providing shares for its various employee benefit plans. At October 31, 2001, the Company had repurchased approximately 2,061,000 shares under the authorization. 6. Stock-Based Benefit Plans Stock-Based Compensation Plans The Company accounts for its stock option plans according to Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees" ("APB 25"). Accordingly, no compensation costs are recognized upon issuance or exercise of stock options. SFAS No. 123, "Accounting for Stock-Based Compensation," requires the disclosure of the estimated value of employee option grants and their impact on net income using option pricing models that are designed to estimate the value of options that, unlike employee stock options, can be traded at any time and are transferable. In addition to restrictions on trading, employee stock options may include other restrictions such as vesting periods. Further, such models require the input of highly subjective assumptions, including the expected volatility of the stock price. Therefore, in management's opinion, the existing models do not provide a reliable single measure of the value of employee stock options.
At October 31, 2001, the Company's stock-based compensation plans consisted of its four stock option plans. Net income and net income per share as reported in these consolidated financial statements and on a pro forma basis, as if the fair value-based method described in SFAS No. 123 had been adopted, were as follows (in thousands, except per share amounts): Year ended October 31, 2001 2000 1999 Net income As reported $213,673 $145,943 $101,566 Pro forma $202,597 $136,622 $ 93,402 Basic net income per share As reported $ 5.96 $ 4.02 $ 2.77 Pro forma $ 5.65 $ 3.77 $ 2.55 Diluted net income per share As reported $ 5.52 $ 3.90 $ 2.71 Pro forma $ 5.24 $ 3.65 $ 2.50 Weighted-average grant date fair value per share of options granted $ 17.87 $ 9.03 $ 10.98
For the purposes of providing the pro forma disclosures, the fair value of options granted was estimated using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in each of the three fiscal years ended October 31, 2001: 2001 2000 1999 Risk-free interest rate 4.01% 5.80% 6.14% Expected life (years) 7.31 7.70 7.10 Volatility 37.40% 35.70% 34.90% Dividends none none none
Stock Option Plans The Company's four stock option plans for employees, officers and directors provide for the granting of incentive stock options and non-statutory options with a term of up to ten years at a price not less than the market price of the stock at the date of grant. The Company's Stock Option and Incentive Stock Plan (1995) provides for automatic increases each January 1 in the number of shares available for grant by 2% of the number of shares issued (including treasury shares). The Company's Stock Incentive Plan (1998) provides for automatic increases each November 1 in the number of shares available for grant by 2.5% of the number of shares issued (including treasury shares). The 1995 Plan and the 1998 Plan each restricts the number of shares available for grant in a year to a maximum of 2,500,000 shares. No additional options may be granted under the Company's Stock Option Plan (1986).
The following table summarizes stock option activity for the four plans during the three years ended October 31, 2001: Number Weighted Average of Options Exercise Price Outstanding, November 1, 1998 4,942,518 $19.53 Granted 1,252,800 22.81 Exercised (176,470) 11.39 Cancelled (127,255) 22.97 Outstanding, October 31, 1999 5,891,593 $20.40 Granted 1,879,750 17.53 Exercised (678,288) 17.69 Cancelled (89,299) 20.95 Outstanding, October 31, 2000 7,003,756 $19.88 Granted 1,149,400 38.63 Exercised (794,903) 19.18 Cancelled (115,314) 23.02 Outstanding, October 31, 2001 7,242,939 $22.88
Options exercisable and their weighted average exercise price as of October 31, 2001, 2000 and 1999 were 4,637,878 shares and $19.92; 3,874,223 shares and $19.92; and 3,736,905 shares and $18.93, respectively. Options available for grant at October 31, 2001, 2000 and 1999 under all the plans were 2,809,364; 2,313,251 and 3,188,657, respectively.
The following table summarizes information about stock options outstanding at October 31, 2001: Options Outstanding Options Exercisable Weighted- Average Remaining Weighted- Weighted- Range of Contractual Average Average Exercise Number Life Exercise Number Exercise Prices Outstanding (in years) Price Exercisable Price $ 9.94-$15.88 714,300 2.8 $10.82 714,300 $10.82 17.38- 20.25 3,062,453 6.5 18.25 2,236,348 18.53 22.31- 25.56 1,644,086 6.7 23.78 989,730 23.93 27.44- 29.50 697,500 6.2 28.01 697,500 28.01 38.63 1,124,600 9.1 38.63 - 0 $ 9.94-$38.63 7,242,939 6.6 $22.88 4,637,878 $19.92
Bonus Award Shares Under the terms of the Company's Cash Bonus Plan covering Robert I. Toll, Mr. Toll is entitled to receive cash bonus awards based upon the pre-tax earnings and stockholders' equity of the Company. In December 1998, Mr. Toll and the Board of Directors agreed that any bonus payable for each of the three fiscal years ended October 31, 2001 will be made (except for specific conditions) in shares of the Company's Common Stock using the value of the stock as of the date of the agreement ($24.25 per share). The stockholders approved the plan at the Company's 1999 Annual Meeting. The Company recognized compensation expense in 2001 of $6,855,000, in 2000 of $4,413,000 and in 1999 of $1,395,000, which represented the fair market value of the shares issued to Mr. Toll (220,001 shares in 2001, 135,792 shares in 2000 and 79,686 shares in 1999). On October 31, 2001, 2000 and 1999, the closing price of the Company's Common Stock on the New York Stock Exchange was $31.16, $32.50 and $17.50, respectively. Under the Company's deferred compensation plan Mr. Toll can elect to defer receipt of his bonus until a future date. Mr. Toll elected to defer receipt of his bonus for fiscal 2001. In December 2000, Mr. Toll and the Board of Directors agreed that any bonus payable for each of the three fiscal years ended October 31, 2004 will be made (except for specific conditions) in shares of the Company's Common Stock using the value of the stock as of the date of the agreement ($38.625 per share). The stockholders approved the plan at the Company's 2001 Annual Meeting. Employee Stock Purchase Plan The Company's Employee Stock Purchase Plan enables substantially all employees to purchase the Company's Common Stock for 95% of the market price of the stock on specified offering dates or at 85% of the market price of the stock on specified offering dates subject to restrictions. The plan, which terminates in December 2007, provides that 300,000 shares be reserved for purchase. As of October 31, 2001, a total of 226,974 shares were available for issuance. The number of shares and the average prices per share issued under this plan during each of the three fiscal years ended October 31, 2001, 2000 and 1999 were 6,268 shares and $30.48; 6,309 shares and $19.41; and 12,182 shares and $16.97, respectively. No compensation expense was recognized by the Company under this plan. 7. Earnings Per Share Information
Information pertaining to the calculation of earnings per share for each of the three years ended October 31, 2001 is as follows (amounts in thousands): 2001 2000 1999 Basic weighted average shares 35,835 36,269 36,689 Common stock equivalents 2,848 1,144 747 Diluted weighted average shares 38,683 37,413 37,436
8. Employee Retirement Plan The Company maintains a salary deferral savings plan covering substantially all employees. The plan provides for Company contributions totaling 2% of all eligible compensation, plus 2% of eligible compensation above the social security wage base, plus matching contributions of up to 2% of eligible compensation of employees electing to contribute via salary deferrals. Company contributions with respect to the plan totaled $3,141,000, $ 2,579,000, and $1,876,000, for the years ended October 31, 2001, 2000 and 1999, respectively. 9. Extraordinary Loss from Extinguishment of Debt In January 1999, the Company called for the redemption of all of its outstanding 9 1/2% Senior Subordinated Notes due 2003 at 102% of the principal amount plus accrued interest. The redemption resulted in an extraordinary loss in fiscal 1999 of $1,461,000, net of $857,000 of income tax benefit. The loss represented the redemption premium and a write-off of unamortized deferred issuance costs. 10. Commitments and Contingencies At October 31, 2001, the Company had agreements to purchase land and improved home sites for future development with purchase prices aggregating approximately $721,129,000, of which $42,658,000 had been paid or deposited. Purchase of the properties is contingent upon satisfaction of certain requirements by the Company and the sellers. At October 31, 2001, the Company had agreements of sale outstanding to deliver 2,727 homes with an aggregate sales value of approximately $1,411,374,000. At October 31, 2001, the Company was committed to make approximately $290,000,000 of mortgage loans to its homebuyers and to others. All loans with committed interest rates are covered by take-out commitments from third- party lenders, resulting in no interest rate risk to the Company. The Company also arranges a variety of mortgage programs that are offered to its homebuyers through outside mortgage lenders. The Company is involved in various claims and litigation arising in the ordinary course of business. The Company believes that the disposition of these matters will not have a material effect on the business or on the financial condition of the Company. 11. Related Party Transactions To take advantage of commercial real estate opportunities that may present themselves from time to time, the Company formed Toll Brothers Realty Trust (the "Trust"), a venture that is effectively owned one-third by the Company; one-third by a number of senior executives and/or directors, including Robert I. Toll, Bruce E. Toll (and certain family members), Zvi Barzilay (and certain family members), and Joel H. Rassman; and one-third by the Pennsylvania State Employees Retirement System (collectively, the "Shareholders"). In June 2000, the Shareholders entered into a subscription agreement whereby each group agreed to invest additional capital in an amount not to exceed $9,259,000 if required by the Trust. The commitment expires in June 2002. At October 31, 2001, the Company had an investment of $7,471,000 in the Trust. This investment is accounted for on the equity method. The Company provides development, finance and management services to the Trust and received fees under the terms of various agreements in the amount of $1,672,000, $1,392,000 and $2,524,000 in fiscal 2001, 2000 and 1999, respectively. During fiscal 2000, the Company repurchased 250,000 shares of its Common Stock from Bruce E. Toll at $30 per share, a price that was within the trading range of the Company's Common Stock on the dates of the transactions. 12. Supplemental Disclosure to Statements of Cash Flows
The following are supplemental disclosures to the statements of cash flows for each of the three years ended October 31, 2001 (amounts in thousands): 2001 2000 1999 Cash flow information: Interest paid, net of amount capitalized $ 26,985 $21,548 $17,469 Income taxes paid $108,750 $54,700 $49,250 Non-cash activity: Cost of inventory acquired through seller financing $ 34,662 $ 8,321 $ 7,504 Investment in unconsolidated subsidiary acquired through seller financing $ 4,500 Income tax benefit related to exercise of employee stock options $ 5,396 $ 2,128 $ 541 Stock bonus awards $ 4,413 $ 1,395 $ 2,462 Contributions to employee retirement plan $ 791 $ 641 $ 490 Acquisition of company: Fair value of assets acquired $56,026 Liabilities assumed $44,934 Cash paid $11,092
Summary Consolidated Quarterly Financial Data (Unaudited) (Amounts in thousands, except per share data): Three months ended Oct. 31 July 31 April 30 Jan. 31 Fiscal 2001: Revenue $655,752 $584,068 $514,524 $475,261 Income before income taxes $108,183 $ 94,160 $ 72,351 $ 63,195 Net Income $ 68,526 $ 59,444 $ 45,778 $ 39,925 Earnings per share Basic $ 1.96 $ 1.66 $ 1.26 $ 1.10 Diluted $ 1.84 $ 1.54 $ 1.17 $ 1.01 Weighted average number of shares Basic 34,910 35,838 36,428 36,163 Diluted 37,331 38,706 39,282 39,415 Fiscal 2000: Revenue $614,793 $464,532 $390,486 $344,551 Income before income taxes $ 92,484 $ 58,791 $ 44,363 $ 35,328 Net Income $ 58,366 $ 37,234 $ 27,950 $ 22,393 Earnings per share* Basic $ 1.62 $ 1.03 $ 0.77 $ 0.61 Diluted $ 1.52 $ 1.00 $ 0.75 $ 0.61 Weighted average number of shares Basic 36,061 36,146 36,396 36,471 Diluted 38,486 37,219 37,036 36,909
* Due to rounding, the sum of the quarterly earnings per share amounts may not equal the reported earnings per share for the year.
TOLL BROTHERS, INC. AND SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Amounts in thousands) Balance at Charged to Charged to Balance at Beginning Costs and Other End Description of Period Expenses Accounts Deductions of Period Net realizable value reserves for inventory of land and land development costs: Year ended October 31, 1999: New Jersey $ 3,708 $ 3,708 Year ended October 31, 1999: New Jersey $ 3,708 $ 3,708 Year ended October 31, 1999: New Jersey $ 3,708 3,708 $ -
1 2 EX-3.3 3 exhibit3-3.txt EXHIBIT 21 Subsidiaries of the Registrant as of October 31, 2001 A. Wholly-owned Subsidiaries. 1. Amwell Chase, Inc., a Delaware corporation. 2. BBCC Investments, Inc., a Pennsylvania corporation. 3. Bunker Hill Estates, Inc., a Delaware corporation. 4. Chesterbrooke, Inc., a Delaware corporation. 5. Connecticut Land Corp., a Delaware corporation. 6. Daylesford Development Corp., a Delaware corporation. 7. Eastern States Engineering, Inc., a Delaware corporation. 8. Edmunds-Toll Construction Company, an Arizona corporation. 9. Fairway Valley, Inc., a Delaware corporation. 10. First Brandywine Finance Corp., a Delaware corporation. 11. First Brandywine Investment Corp. II, a Delaware corporation. 12. First Brandywine Investment Corp. III, a Delaware corporation. 13. First Huntingdon Finance Corp., a Delaware corporation. 14. Franklin Farms G.P., Inc., a Delaware corporation. 15. HQZ Acquisitions, Inc., a Michigan corporation. 16. MA Limited Land Corporation, a Delaware corporation. 17. Maple Point, Inc., a Delaware corporation. 18. Maryland Limited Land Corporation, a Delaware corporation. 19. Mizner Country Club, Inc., a Florida corporation. 20. Polekoff Farm, Inc., a Pennsylvania corporation. 21. Silverman Development Company, Inc., a Michigan corporation. 22. SH Homes Corporation, a Michigan corporation. 23. SI Investment Corporation, a Michigan corporation. 24. Springfield Chase, Inc., a Delaware corporation. 25. Stewarts Crossing, Inc., a Delaware corporation. 26. Tampa Realty Associates, Inc., a Florida corporation. 27. TB Proprietary Corp., a Delaware corporation. 28. TB Proprietary LP, Inc., a Delaware corporation 29. Tenby Hunt, Inc., a Delaware corporation. 30. The Silverman Building Companies, Inc., a Michigan corporation. 31. The Silverman Construction Company, a Michigan corporation. 32. Toll AZ GP Corp., a Delaware corporation. 33. Toll Bros., Inc., a Delaware corporation. 34. Toll Bros., Inc., a Pennsylvania corporation. 35. Toll Bros., Inc., a Texas corporation. 36. Toll Bros. of Arizona, Inc., an Arizona corporation. 37. Toll Bros. of North Carolina, Inc., a North Carolina corporation. 38. Toll Bros. of North Carolina II, Inc., a North Carolina corporation. 39. Toll Bros. of North Carolina III, Inc., a North Carolina corporation. 40. Toll Bros. of Tennessee, Inc., a Delaware corporation. 41. Toll Brothers Real Estate, Inc., a Pennsylvania corporation. 42. Toll CA GP Corp., a California corporation. 43. Toll CO GP Corp., a Colorado corporation. 44. Toll Corp., a Delaware corporation. 45. Toll Finance Corp., a Delaware corporation. 46. Toll FL GP Corp., a Florida corporation. 47. Toll Holdings, Inc., a Delaware corporation. 48. Toll IL GP Corp., an Illinois corporation. 49. Toll Land Corp. No. 6, a Pennsylvania corporation. 50. Toll Land Corp. No. 10, a Delaware corporation. 51. Toll Land Corp. No. 20, a Delaware corporation. 52. Toll Land Corp. No. 43, a Delaware corporation. 53. Toll Land Corp. No. 45, a Delaware corporation. 54. Toll Land Corp. No. 46, a Delaware corporation. 55. Toll Land Corp. No. 47, a Delaware corporation. 56. Toll Land Corp. No. 48, a Delaware corporation. 57. Toll Land Corp. No. 49, a Delaware corporation. 58. Toll Land Corp. No. 50, a Delaware corporation. 59. Toll Land Corp. No. 51, a Delaware corporation. 60. Toll Land Corp. No. 52, a Delaware corporation. 61. Toll Land Corp. No. 53, a Delaware corporation. 62. Toll Land Corp. No. 55, a Delaware corporation. 63. Toll Land Corp. No. 56, a Delaware corporation. 64. Toll Land Corp. No. 57, a Delaware corporation. 65. Toll Land Corp. No. 58, a Delaware corporation. 66. Toll Land Corp. No. 59, a Delaware corporation. 67. Toll Land Corp. No. 60, a Delaware corporation. 68. Toll Management AZ Corp., a Delaware corporation. 69. Toll Management VA Corp., a Delaware corporation. 70. Toll MI GP Corp., a Michigan corporation. 71. Toll NH GP Corp., a New Hampshire corporation. 72. Toll NV GP Corp., a Nevada corporation. 73. Toll NC GP Corp., a North Carolina corporation. 74. Toll OH GP Corp., an Ohio corporation. 75. Toll PA GP Corp., a Pennsylvania corporation 76. Toll Peppertree, Inc., a New York corporation. 77. Toll Philmont Corporation, a Delaware corporation. 78. Toll Realty Holdings Corp. I, a Delaware corporation. 79. Toll Realty Holdings Corp. II, a Delaware corporation. 80. Toll Realty Holdings Corp. III, a Delaware corporation. 81. Toll RI GP Corp., a Rhode Island corporation. 82. Toll SC GP Corp., a South Carolina corporation. 83. Toll TN GP Corp., a Tennessee corporation. 84. Toll Turf, Inc., a Delaware corporation. 85. Toll TX GP Corp., a Delaware corporation. 86. Toll VA GP Corp., a Delaware corporation. 87. Toll VA Member Two, Inc., a Delaware corporation. 88. Toll Wood Corporation, a Delaware corporation. 89. Toll YL, Inc., a California corporation. 90. Warren Chase, Inc., a Delaware corporation. 91. Westminster Abstract Company, a Pennsylvania corporation. 92. Westminster Insurance Agency, Inc., a Pennsylvania corporation. 93. Westminster Mortgage Corporation, a Delaware corporation. 94. Westminster Title Company, Inc., a California corporation. 95. Westminster Security Company, a New Jersey corporation. 96. Windsor Development Corp., a Pennsylvania corporation. B. Wholly-owned Partnerships 1. Advanced Broadband, L.P., a Delaware limited partnership. 2. Afton Chase, L.P., a Pennsylvania limited partnership. 3. Audubon Ridge, L.P., a Pennsylvania limited partnership. 4. BBCC Golf, L.P., a Pennsylvania limited partnership. 5. BBCC Investments, LP, a Pennsylvania limited partnership. 6. Beaumont Chase, L.P., a Pennsylvania limited partnership. 7. Belmont Land, L.P., a Virginia limited partnership. 8. Bennington Hunt, L.P., a New Jersey limited partnership. 9. Bernards Chase, L.P., a New Jersey limited partnership. 10. Binks Estates Limited Partnership, a Florida limited partnership. 11. The Bird Estate Limited Partnership, a Massachusetts limited partnership. 12. Blue Bell Country Club, L.P., a Pennsylvania limited partnership. 13. Branchburg Ridge, L.P., a New Jersey limited partnership. 14. Brandywine River Estates, L.P., a Pennsylvania limited partnership. 15. Brass Castle Estates, L.P., a New Jersey limited partnership. 16. Bridle Estates, L.P., a Pennsylvania limited partnership. 17. Broad Run Associates, L.P., a Pennsylvania limited partnership. 18. Buckingham Woods, L.P., a Pennsylvania limited partnership. 19. Bucks County Country Club, L.P., a Pennsylvania limited partnership. 20. CC Estates Limited Partnership, a Massachusetts limited partnership. 21. Calabasas View, L.P., a California limited partnership. 22. Charlestown Hills, L.P., a New Jersey limited partnership. 23. Cheltenham Estates Limited Partnership, a Michigan partnership. 24. Chesterbrooke Limited Partnership, a New Jersey limited partnership. 25. Chesterfield Hunt, L.P., a New Jersey limited partnership. 26. Cobblestones at Thornbury, L.P., a Pennsylvania limited partnership. 27. Cold Spring Hunt, L.P., a Pennsylvania limited partnership. 28. Coleman-Toll Limited Partnership, a Nevada limited partnership. 29. Concord Chase, L.P., a Pennsylvania limited partnership. 30. Cortlandt Chase, L.P., a New York limited partnership. 31. Delray Limited Partnership, a Florida limited partnership. 32. Dolington Estates, L.P., a Pennsylvania limited partnership. 33. Dominion Country Club, L.P., a Virginia limited partnership. 34. Eagle Farm Limited Partnership, a Massachusetts limited partnership. 35. Edmunds-Toll Limited Partnership, an Arizona limited partnership. 36. Eldorado Country Estates, L.P., a Texas limited partnership. 37. Estates at Autumnwood, L.P., a Delaware limited partnership. 38. The Estates at Brooke Manor Limited Partnership, a Maryland limited partnership. Estates at Coronado Pointe, L.P., a California limited partnership. 40. The Estates at Potomac Glen Limited Partnership, a Maryland limited partnership. 41. Estates at Princeton Junction, L.P., a New Jersey limited partnership. 42. Estates at Rivers Edge, L.P., a Pennsylvania limited partnership. 43. Estates at San Juan Capistrano, L.P., a California limited partnership. 44. The Estates at Summit Chase, L.P., a California limited partnership. 45. Fairfax Investment, L.P., a Virginia limited partnership. 46. Fairfax Station Hunt, L.P., a Virginia limited partnership. 47. Fair Lakes Chase, L.P., a Virginia limited partnership. 48. Fairway Mews Limited Partnership, a New Jersey limited partnership. 49. Farmwell Hunt, L.P., a Virginia limited partnership. 50. First Brandywine Partners, L.P., a Delaware partnership. 51. Franklin Oaks Limited Partnership, a Massachusetts limited partnership. 52. Freehold Chase, L.P., a New Jersey limited partnership. 53. Great Falls Hunt, L.P., a Virginia limited partnership. 54. Great Falls Woods, L.P., a Virginia limited partnership. 55. Greens at Waynesborough, L.P., a Pennsylvania limited partnership. 56. Greenwich Chase, L.P., a New Jersey limited partnership. 57. Greenwich Station, L.P., a New Jersey limited partnership. 58. Hockessin Chase, L.P., a Delaware limited partnership. 59. Holland Ridge, L.P., a New Jersey limited partnership. 60. Holliston Hunt Limited Partnership, a Massachusetts limited partnership. 61. Hopewell Hunt, L.P., a New Jersey limited partnership. 62. Huckins Farm Limited Partnership, a Massachusetts limited partnership 63. Hunter Mill, L.P., a Virginia limited partnership. 64. Hunterdon Chase, L.P., a New Jersey limited partnership. 65. Hunterdon Ridge, L.P., a New Jersey limited partnership. 66. Huntington Estates Limited Partnership, a Connecticut limited partnership. 67. Hurley Ridge Limited Partnership, a Maryland limited partnership. 68. Independence Hill, L.P., a New Jersey limited partnership. 69. Kensington Woods Limited Partnership, a Massachusetts limited partnership. 70. Knolls of Birmingham, L.P., a Pennsylvania corporation. 71. Lakeridge, L.P., a Pennsylvania limited partnership. 72. Lakeway Hills Properties, L.P., a Texas limited partnership. 73. Lake Village AH Properties Limited Partnership, (a Michigan limited partnership) 74. Lake Village of Fairlane Holdings Limited Partnership, a Michigan limited partnership. 75. Lake Village of Northville Limited Partnership, a Michigan limited partnership. 76. Laurel Creek, L.P., a New Jersey limited partnership. 77. Loudoun Valley Associates, L.P., a Virginia limited partnership. 78. Mallard Lakes, L.P., a Texas limited partnership. 79. Manalapan Hunt, L.P., a New Jersey limited partnership. 80. Maple Creek Limited Partnership, a Michigan limited partnership. 81. Marshallton Chase, L.P.. a Pennsylvania limited partnership. 82. Mill Road Estates, L.P., a Pennsylvania limited partnership. 83. Montgomery Chase, L.P., a New Jersey limited partnership. 84. Montgomery Crossing, L.P., a New Jersey limited partnership. 85. Montgomery Oaks, L.P., a New Jersey limited partnership. 86. Moorestown Hunt, L.P., a New Jersey limited partnership. 87. Mount Kisco Chase, L.P., a New York limited partnership. 88. NC Country Club Estates Limited Partnership, a North Carolina limited partnership. 89. Newport Ridge Limited Partnership, a Michigan limited partnership. 90. Newtown Chase Limited Partnership, a Connecticut limited partnership. 91. Northampton Crest, L.P., a Pennsylvania limited partnership. 92. Northampton Preserve, L.P., a Pennsylvania limited partnership. 93. Patriots, L.P., a New Jersey limited partnership. 94. The Preserve Limited Partnership, a North Carolina limited partnership. 95. The Preserve at Annapolis Limited Partnership, a Maryland limited partnership. 96. Preserve at Boca Raton Limited Partnership, a Florida limited partnership. 97. Preston Village Limited Partnership, a North Carolina limited partnership. 98. Princeton Hunt, L.P., a New Jersey limited partnership. 99. Providence Limited Partnership, a North Carolina limited partnership. 100. Providence Hunt, L.P., a Pennsylvania limited partnership. 101. Providence Plantation Limited Partnership, a North Carolina limited partnership. 102. River Crossing, L.P., a Pennsylvania limited partnership. 103. Rochester Hills Village Associates Limited Partnership, a Michigan limited partnership. 104. Rolling Greens, L.P., a New Jersey limited partnership. 105. Rose Hollow Crossing Associates, a Pennsylvania limited partnership. 106. Rose Tree Manor, L.P., a Pennsylvania limited partnership. 107. Seaside Estates Limited Partnership., a Florida limited partnership. 108. Shrewsbury Hunt Limited Partnership, a Massachusetts limited partnership. 109. Silverman-Toll Limited Partnership, a Michigan limited partnership 110. Somers Chase, L.P., a New York limited partnership. 111. Somerset Development Limited Partnership, a North Carolina limited partnership. 112. South Riding, L.P., a Virginia limited partnership. 113. Southlake Woods, L.P., a Texas limited partnership. 114. Southport Landing Limited Partnership, a Connecticut limited partnership. 115. Springton Pointe, L.P., a Pennsylvania limited partnership. 116. Stone Mill Estates, L.P. a Pennsylvania limited partnership. 117. Stoney Ford Estates, L.P., a Pennsylvania limited partnership. 118. Swedesford Chase, L.P., a Pennsylvania limited partnership. 119. TBI/Heron Bay Limited Partnership, a Florida limited partnership. 120. TBI/Naples Limited Partnership, a Florida limited partnership. 121. TBI/Palm Beach Limited Partnership, a Florida limited partnership. 122. TB Proprietary, L.P., a Delaware limited partnership 123. Tenby Hunt, L.P., a Delaware limited partnership. 124. Thornbury Knoll, L.P., a Pennsylvania limited partnership. 125. Timber Ridge Investment Limited Partnership, a Michigan limited partnership. 126. Toll Arbor Limited Partnership, a Michigan limited partnership. 127. Toll at Brier Creek Limited Partnership, a North Carolina limited partnership. 128. Toll at Daventry Park, L.P., an Ohio limited partnership. 129. Toll at Payne Ranch, L.P., a California limited partnership. 130. Toll at Potomac Woods L.P., a Virginia limited partnership. 131. Toll at Princeton Walk, L.P., a New Jersey limited partnership. 132. Toll at Westlake, L.P., a New Jersey limited partnership. 133. Toll at Whippoorwill, L.P., a New York limited partnership. 134. Toll Auburn Limited Partnership, a Michigan limited partnership. 135. Toll Bros. of Tennessee, L.P., a Tennessee limited partnership. 136. Toll Brothers Maryland II Limited Partnership, a Maryland limited partnership. 137. Toll CA, L.P., a California limited partnership. 138. Toll CA II, L.P., a California limited partnership. 139. Toll CA III, L.P., a California limited partnership. 140. Toll CA IV, L.P., a California limited partnership. 141. Toll CA V, L.P., a California limited partnership. 142. Toll CA VI, L.P., a California limited partnership. 143. Toll CO, L.P., a Colorado limited partnership. 144. Toll CT Limited Partnership, a Connecticut limited partnership. 145. Toll CT II Limited Partnership, a Connecticut limited partnership. 146. Toll CT Westport Limited Partnership, a Connecticut limited partnership. 147. Toll-Dublin, L.P., a California limited partnership. 148. Toll Fairlane Limited Partnership, a Michigan limited partnership. 149. Toll FL Limited Partnership, a Florida limited partnership. 150. Toll IL, L.P., an Illinois limited partnership. 151. Toll IL II, L.P., an Illinois limited partnership. 152. Toll Lake Village Limited Partnership, a Michigan limited partnership. 153. Toll Land Limited Partnership, a Connecticut limited partnership. 154. Toll Land IV Limited Partnership, a New Jersey limited partnership. 155. Toll Land V Limited Partnership, a New York limited partnership. 156. Toll Land VI Limited Partnership, a New York limited partnership. 157. Toll Land VII Limited Partnership, a New York limited partnership. 158. Toll Land VIII Limited Partnership, a New York limited partnership. 159. Toll Land IX Limited Partnership, a Virginia limited partnership. 160. Toll Land X Limited Partnership, a Virginia limited partnership. 161. Toll Land XI Limited Partnership, a New Jersey limited partnership. 162. Toll Land XII Limited Partnership, a New York limited partnership. 163. Toll Land XIII Limited Partnership, a New York limited partnership. 164. Toll Land XIV Limited Partnership, a New York limited partnership. 165. Toll Land XV Limited Partnership, a Virginia limited partnership. 166. Toll Land XVI Limited Partnership, a New Jersey limited partnership. 167. Toll Land XVII Limited Partnership, a Connecticut limited partnership. 168. Toll Land XVIII Limited Partnership, a Connecticut limited partnership. 169. Toll Land XIX Limited Partnership, a California limited partnership. 170. Toll Land XX Limited Partnership, a California limited partnership. 171. Toll Land XXI Limited Partnership, a Virginia limited partnership. 172. Toll Land XXII Limited Partnership, a California limited partnership. 173. Toll Land XXIII Limited Partnership, a California limited partnership. 174. Toll Land XXIV Limited Partnership, a Virginia limited partnership. 175. Toll Land XXV Limited Partnership, a New Jersey limited partnership. 176. Toll Land XXVI Limited Partnership, an Ohio limited partnership. 177. Toll Land XXVII Limited Partnership, a Delaware limited partnership. 178. Toll MD Limited Partnership, a Maryland limited partnership. 179. Toll MD II Limited Partnership, a Maryland limited partnership. 180. Toll MD III Limited Partnership, a Maryland limited partnership. 181. Toll MI Limited Partnership, a Michigan limited partnership. 182. Toll MI II Limited Partnership, a Michigan limited partnership. 183. Toll MI III Limited Partnership, a Michigan limited partnership. 184. Toll Naval Associates, a Pennsylvania general partnership. 185. Toll NH Limited Partnership, a New Hampshire limited partnership. 186. Toll NJ, L.P., a New Jersey limited partnership. 187. Toll NJ II, L.P., a New Jersey limited partnership. 188. Toll NJ III, L.P., a New Jersey limited partnership. 189. Toll NJ IV, L.P., a New Jersey limited partnership. 190. Toll NJ V, L.P., a New Jersey limited partnership. 191. Toll NJ VI, L.P., a New Jersey limited partnership. 192. Toll Northville Limited Partnership, a Michigan limited partnership. 193. Toll Northville Golf Limited Partnership, a Michigan limited partnership. 194. Toll NV Limited Partnership, a Nevada limited partnership. 195. Toll PA, L.P., a Pennsylvania limited partnership. 196. Toll PA II, L.P., a Pennsylvania limited partnership. 197. Toll PA III, L.P., a Pennsylvania limited partnership. 198. Toll PA IV, L.P., a Pennsylvania limited partnership. 199. Toll Peppertree, L.P., a New York limited partnership. 200. Toll Real Estate Holdings I Limited Partnership, a Michigan limited partnership. 201. Toll Real Estate Holdings II Limited Partnership, a Michigan limited partnership. 202. Toll Reston Associates, L.P., a Delaware limited partnership. 203. Toll RI, L.P., a Rhode Island limited partnership. 204. Toll SC, L.P., a South Carolina limited partnership. 205. Toll TX, L.P., a Texas limited partnership. 206. Toll TX II, L.P., a Texas limited partnership. 207. Toll VA, L.P., a Virginia limited partnership. 208. Toll VA II, L.P., a Virginia limited partnership. 209. Toll VA III, L.P., a Virginia limited partnership. 210. Toll VA IV, L.P., a Virginia limited partnership. 211. Toll Village of Northville Limited Partnership, a Michigan limited partnership. 212. Toll YL, L.P., a California limited partnership. 213. Trumbull Hunt Limited Partnership, a Connecticut limited partnership. 214. Uwchlan Woods, L.P., a Pennsylvania limited partnership. 215. Valley Forge Woods, L.P., a Pennsylvania limited partnership. 216. Valley View Estates Limited Partnership, a Massachusetts limited partnership. 217. Vista Del Verde, L.P., a California limited partnership. 218. Waldon Preserve Limited Partnership, a Michigan limited partnership. 219. Warwick Greene, L.P., a Pennsylvania limited partnership. 220. Warwick Woods, L.P., a Pennsylvania limited partnership. 221. Washington Greene Development, L.P., a New Jersey limited partnership. 222. West Amwell Limited Partnership, a New Jersey limited partnership. 223. Whiteland Woods, L.P., a Pennsylvania limited partnership. 224. Wichita Chase, L.P., a Texas limited partnership. 225. Willowdale Crossing, L.P., a Pennsylvania limited partnership. 226. Wilson Concord, L.P., a Tennessee limited partnership. 227. Woodbury Estates, L.P., a New Jersey limited partnership. 228. The Woods at Highland Lakes, L.P., an Ohio limited partnership. 229. The Woods at Long Valley, L.P., a New Jersey limited partnership. 230. The Woods at Muddy Branch Limited Partnership, a Maryland limited partnership. 231. Wrightstown Hunt, L.P., a Pennsylvania limited partnership. 232. Yardley Estates, L.P., a Pennsylvania limited partnership. C. Finance Partnerships. 1. Toll Brothers Finance Co., a New Jersey general partnership. 2. TBI Finance Co. II, a New Jersey general partnership. D. Business Trust. 1. First Brandywine Business Trust, a Delaware business trust. F. Limited Liability Companies 1. Belmont Country Club I LLC, a Virginia limited liability company. 2. Belmont Country Club II LLC, a Virginia limited liability company. 3. Big Branch Overlook L.L.C., a Maryland limited liability company. 4. Brier Creek Country Club I LLC, a North Carolina limited liability company. 5. Brier Creek Country Club II LLC, a North Carolina limited liability company. 6. Creeks Farm L.L.C., a Maryland limited liability company. 7. Dominion Valley Country Club I LLC, a Virginia limited liability company. 8. Dominion Valley Country Club II LLC, a Virginia limited liability company. 9. DTB Land Development, L.L.C., an Arizona limited liability company. 10. Edmunds-Grayhawk Construction L.L.C., an Arizona limited liability company. 11. Edmunds-Sincuidados Construction L.L.C., an Arizona limited liability company. 12. Edmunds-Toll AZ L.L.C., a Delaware limited liability company. 13. FC Investments I LLC, a Massachusetts limited liability company. 14. FC Investments II LLC, a Massachusetts limited liability company. 15. Feys Property LLC, a Maryland limited liability company. 16. First Brandywine LLC I, a Delaware limited liability company. 17. First Brandywine LLC II, a Delaware limited liability company. 18. Frenchman's Reserve Realty, LLC, a Florida limited liability company. 19. Heritage of Auburn Hills, L.L.C., a Michigan limited liability company. 20. High Pointe at Hopewell, LLC, a New Jersey limited liability company. 21. HOA Broadband I, LLC, a Delaware limited liability company. 22. HOA Broadband II, LLC, a Delaware limited liability company. 23. Hunt's Bluff LLC, a Maryland limited liability company. 24. KTM Venture, LLC, an Illinois limited liability company. 25. Lake Village of Fairlane LLC, a Michigan limited liability company. 26. Lake Village of Rochester Hills LLC, a Michigan limited liability company. 27. Mizner Realty, L.L.C., a Florida limited liability company. 28. Naples Lakes Country Club, L.L.C., a Florida limited liability company. 29. Naples TBI Realty, LLC, a Florida limited liability company. 30. Northville Hills Golf Club L.L.C., a Michigan limited liability company. 31. Northville Lake Village Apartments Limited Liability Company, a Michigan limited liability company. 32. Nosan & Silverman Homes L.L.C., a Michigan limited liability company. 33. Palm Cove Golf & Yacht Club I LLC, a Florida limited liability company. 34. Palm Cove Golf & Yacht Club II LLC, a Florida limited liability company. 35. Sapling Ridge, LLC, a Maryland limited liability company. 36. Silverman Equities No. 10, L.L.C., a Michigan limited liability company. 37. Toll Brothers Realty Michigan II LLC, a Michigan limited liability company. 38. Toll-Dublin, LLC, a California limited liability company. 39. Toll Equipment, L.L.C., a Delaware limited liability company. 40. Toll Landscape, L.L.C., a Delaware limited liability company. 41. Toll NJ I, L.L.C., a New Jersey limited liability company. 42. Toll NJ II, L.L.C., a New Jersey limited liability company. 43. Toll NJ X, LLC, a New Jersey limited liability company. 44. Toll Nursery, L.L.C., a Delaware limited liability company. 45. Toll Brothers Realty Michigan II, L.L.C., a Michigan limited liability company. 46. Toll Reston Associates, L.L.C., a Delaware limited liability company. 47. Toll Technology Investments, L.L.C., a Delaware limited liability company. 48. Toll Turf Management, L.L.C., a Delaware limited liability company. 49. Toll VA L.L.C., a Delaware limited liability company. 50. Toll VA III L.L.C., a Virginia limited liability company. 51. Town Suites LLC, a Michigan limited liability company. 52. Virginia Construction Co. I, LLC, a Virginia limited liability company 53. Virginia Construction Co. II, LLC, a Virginia limited liability company 54. West Lake Village, L.L.C., a New Jersey limited liability company. 1 EX-3.4 4 exhibit3-4.txt CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF TOLL BROTHERS, INC. Toll Brothers, Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the "Company") DOES HEREBY CERTIFY THAT: FIRST: At a meeting of the Board of Directors of the Company held on December 10, 1992, the Board of Directors of the Company adopted resolutions that declared advisable and recommended to the stockholders of the Company the following amendment to the Company's Certificate of Incorporation and directed that said amendment be submitted to the Company's stockholders for their consent and approval at the Annual Meeting of Shareholders on March 11, 1993. The amendment amends the introductory paragraph and subparagraph (a) of Article Four of the Company's Certificate of Incorporation to read as follows: "Article Four The corporation is authorized to issue 46,000,000 shares of capital stock, consisting of two (2) classes of stock, to wit: (a) Common Stock. The total number of shares of Common Stock which the corporation shall have authority to issue is Forty-Five Million (45,000,000) shares and the par value of each of such shares is One Cent ($.01) amounting in the aggregate to Four Hundred and Fifty Thousand Dollars ($450,000)." SECOND: At the Annual Meeting of Shareholders on March 11, 1993, held pursuant to the notice required by Section 222 of the Delaware General Corporation Law, not less than a majority of the outstanding shares of stock entitled to vote thereon approved the foregoing amendment to the Company's Certificate of Incorporation. THIRD: The aforesaid amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law. IN WITNESS WHEREOF, the Company has caused its corporate seal to be hereunto affixed and this certificate to be signed, under penalty of perjury, by Robert I. Toll, its Chairman of the Board and Chief Executive Officer, and attested by Bruce E. Toll, its Secretary, on January 8, 1998, and does confirm that this Certificate of Amendment \ is the act and deed of the Company and that the statements made herein are true. TOLL BROTHERS, INC. By: /s/ Robert I. Toll Robert I. Toll Chairman of the Board and Chief Executive Officer Attest: By: /s/ Bruce E. Toll Bruce E. Toll, Secretary (Corporate Seal) Error! Unknown document property name. - 3 - Error! Unknown document property name. EX-10.24 5 exhibit10-24.txt TOLL BROS., INC. NONQUALIFIED DEFERRED COMPENSATION PLAN Effective as of November 15, 2001 TABLE OF CONTENTS ARTICLE 1: DEFINITIONS 1.1 ACCOUNT 1 1.2 BENEFICIARY 1 1.3 BOARD 1 1.4 CHANGE IN CONTROL. ........................1 1.5 CODE.............................................................2 1.6 COMMON STOCK....................................................2 1.7 COMPANY CONTRIBUTION.............................................2 1.8 COMPENSATION 2 1.9 COMPENSATION DEFERRAL 2 1.10 COMPENSATION DEFERRALS 2 1.11 COMPETITION......................................................2 1.12 DEFERRAL ELECTION FORM 2 1.13 DESIGNATION DATE 3 1.14 EFFECTIVE DATE 3 1.15 ELIGIBLE EMPLOYEE 3 1.16 EMPLOYER 3 1.17 EMPLOYER CONTRIBUTION CREDIT ACCOUNT.............................3 1.18 EMPLOYER CONTRIBUTION CREDITS....................................3 1.19 ENTRY DATE 3 1.20 FORM AND TIMING OF PAYMENT ELECTION FORM 3 1.21 PARTICIPANT 3 1.22 PLAN ................................. 4 1.23 PLAN COMMITTEE 4 1.24 PLAN YEAR 4 1.25 RETIREMENT AGE...................................................4 1.26 TOTAL AND PERMANENT DISABILITY 4 1.27 TRUST 4 1.28 TRUSTEE 4 1.29 VALUATION DATE 4 ARTICLE 2: ELIGIBILITY AND PARTICIPATION 2.1 REQUIREMENTS 4 2.2 RE-EMPLOYMENT 4 2.3 CHANGE OF EMPLOYMENT CATEGORY 5 ARTICLE 3: CONTRIBUTIONS AND CREDITS 3.1 PARTICIPANT CONTRIBUTIONS AND CREDITS 5 (a) Compensation Deferrals.....................................5 (b) The Participant's Compensation Deferral Contribution Account.. ...............................5 3.2 EMPLOYER CONTRIBUTION CREDITS....................................6 3.3 CONTRIBUTIONS TO THE TRUST 6 ARTICLE 4: ALLOCATION OF FUNDS 4.1 ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS 6 4.2 ACCOUNTING FOR DISTRIBUTIONS 7 4.3 SEPARATE ACCOUNTS 7 4.4 DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS 7 4.5 EXPENSES AND TAXES........................9 ARTICLE 5: ENTITLEMENT TO BENEFITS 5.1 FIXED PAYMENT DATES; TERMINATION OF EMPLOYMENT 9 5.2 IMMEDIATE DISTRIBUTION ELECTION; TEN PERCENT PENALTY 9 5.3 HARDSHIP DISTRIBUTIONS 10 5.4 RE-EMPLOYMENT OF RECIPIENT 10 ARTICLE 6: DISTRIBUTION OF BENEFITS 6.1 AMOUNT 10 6.2 METHOD OF PAYMENT 11 (a) Cash or In-Kind Payment...............................11 (b) Timing and Manner of Payment..........................11 6.3 DEATH BENEFITS 11 6.4 DISABILITY BENEFITS.............................................11 6.5 CHANGE IN CONT..................................................12 ARTICLE 7: BENEFICIARIES; PARTICIPANT DATA 7.1 DESIGNATION OF BENEFICIARIES 12 7.2 INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES; INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES 13 ARTICLE 8: ADMINISTRATION 8.1 PLAN COMMITTEE 13 8.2 ADMINISTRATIVE AUTHORITY 13 8.3 UNIFORMITY OF DISCRETIONARY ACTS................................14 8.4 LITIGATION 14 8.5 CLAIMS PROCEDURE 14 ARTICLE 9: AMENDMENT 9.1 RIGHT TO AMEND 15 9.2 AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN 15 ARTICLE 10: TERMINATION 10.1 EMPLOYER'S RIGHT TO TERMINATE OR SUSPEND PLAN 16 10.2 AUTOMATIC TERMINATION OF PLAN 16 10.3 SUSPENSION OF DEFERRALS 16 10.4 ALLOCATION AND DISTRIBUTION 16 10.5 SUCCESSOR TO EMPLOYER 16 ARTICLE 11: THE TRUST ARTICLE 11: THE TRUST 16 ARTICLE 12: MISCELLANEOUS 12.1 STATUS OF PARTICIPANTS 17 12.2 LIMITATIONS ON LIABILITY OF EMPLOYER 17 12.3 CONSTRUCTION 17 12.4 SPENDTHRIFT PROVISION/QUALIFIED DOMESTIC RELATIONS ORDER 18 TOLL BROS., INC. NONQUALIFIED DEFERRED COMPENSATION PLAN Effective as of November 15, 2001 RECITALS This Toll Bros., Inc. Nonqualified Deferred Compensation Plan (the "Plan") is adopted by Toll Bros., Inc., a Pennsylvania Corporation (the "Employer") for certain of its eligible employees. The purpose of the Plan is to offer those employees an opportunity to elect to defer the receipt of compensation in order to provide deferred compensation, post- employment, supplemental retirement and related benefits taxable pursuant to section 451 of the Internal Revenue Code of 1986, as amended (the "Code"), and to provide a deferred compensation vehicle to which the Employer may credit certain amounts on behalf of participants. The Plan is intended to be a "top-hat" plan (i.e., an unfunded deferred compensation plan maintained for a select group of management or highly- compensated employees) under sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 ("ERISA"). ARTICLE 1 DEFINITIONS 1.1 ACCOUNT means the balance credited to a Participant's or Beneficiary's Plan account, including amounts credited under the Compensation Deferral Account and the Employer Contribution Credit Account and deemed income, gains and losses (as determined by the Employer, in its discretion) credited thereto. A Participant's or Beneficiary's Account shall be determined as of the date of reference. 1.2 BENEFICIARY means any person or persons so designated in accordance with the provisions of Article 7. 1.3 BOARD means the Board of Directors of Toll Bros., Inc., a Pennsylvania corporation, and its successors and assigns, or any other corporation or business organization which, with the consent of Toll Bros., Inc., or its successors or assigns, assumes the obligations of Toll Bros., Inc., hereunder. 1.4 CHANGE IN CONTROL means a transaction or series of transactions occurring after the Effective Date, in which (i) any individual, firm, corporation or other entity, or any group (as defined in Section 13(d)(3) or the Securities Exchange Act of 1934 (the "Act")), becomes, directly or indirectly, the beneficial owner (as defined in the general rules and regulations of the Securities and Exchange Commission with respect to Sections 13(d) and 13(g) of the Act) of more than twenty percent (20%) of the then outstanding shares of Toll Brothers, Inc.'s capital stock entitled to vote generally in the election of directors of Toll Brothers, Inc., exclusive of shares owned by Robert I. Toll and Bruce E. Toll; (ii) Toll Bros., Inc. is no longer a subsidiary of Toll Brothers, Inc.; or (iii) the stockholders of Toll Brothers, Inc. approve a definitive agreement for (A) the merger or other business combination of Toll Brothers, Inc. with or into another corporation pursuant to which the stockholders of Toll Brothers, Inc. do not own, immediately after the transaction, more than fifty percent (50%) of the voting power of the corporation that survives and is a publicly traded corporation and not a subsidiary of another corporation, or (B) the sale, exchange or other disposition of all or substantially all of the assets of Toll Brothers, Inc.; or (iii) during any period of two (2) years or less, individuals who at the beginning of such period constituted the Board of Directors of Toll Brothers, Inc. cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the stockholders of Toll Brothers, Inc., of each new director was approved by a vote of at least seventy-five percent (75%) of the directors at the beginning of the period. Notwithstanding the foregoing, a Change in Control shall not be deemed to have taken place if beneficial ownership is acquired by, or a tender offer exchange is commenced by, Toll Brothers, Inc. or any of its subsidiaries, any profit sharing, employee ownership or other employee benefit plan of Toll Brothers, Inc. or any subsidiary of any trustee of or fiduciary with respect to any such plan when acting in such capacity, or any group comprised solely of such entities. 1.5 CODE means the Internal Revenue Code of 1986 and the regulations thereunder, as amended from time to time. 1.6 COMMON STOCK means Toll Brothers, Inc.'s voting common stock. 1.7 EMPLOYER CONTRIBUTION the Employer shall retain the right to make discretionary contributions for any Participant under this Plan 1.8 COMPENSATION means the total current cash remuneration, including regular salary, bonus payments, sales bonus compensation, profit sharing distributions and other compensation as defined by the Plan Committee and paid by the Employer to an Eligible Employee with respect to his or her service for the Employer (as determined by the Employer, in its discretion). 1.9 COMPENSATION DEFERRAL is defined in Section 3.1(c). 1.10 COMPENSATION DEFERRALS are defined in Section 3.1(a). 1.11 COMPETITION means the Employer's reasonable determination that the Participant has (i) engaged in, become interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a substantial shareholder in a corporation, or become associated with, in the capacity of an employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise conducted in the geographic area of the business of the Employer which enterprise is, or may be deemed to be, competitive with any business carried on by Toll Brothers, Inc. and its subsidiaries; (ii) solicited, induced or attempted to induce, in connection with any business competitive with that of Toll Brothers, Inc. and its subsidiaries, any customers or employees of Toll Brothers, Inc. and its subsidiaries to curtail or discontinue their relationship with Toll Brothers, Inc. and its subsidiaries; or (iii) disclosed, communicated or misused, to the detriment or injury of Toll Brothers, Inc. and its subsidiaries, any confidential and proprietary information relating to the business and operations of Toll Brothers, Inc. and its subsidiaries to any person or entity not associated with Toll Brothers, Inc. and its subsidiaries. 1.12 DEFERRAL ELECTION FORM means the form or forms on which a Participant elects to defer Compensation hereunder and on which the Participant makes certain other designations as required thereon. 1.13 DESIGNATION DATE means the date or dates as of which a designation of deemed investment directions by an individual pursuant to Section 4.5, or any change in a prior designation of deemed investment directions by an individual pursuant to Section 4.5, shall become effective. The Designation Dates in any Plan Year shall only be the first day of any calendar month as designated by the Plan Committee. 1.14 EFFECTIVE DATE means the effective date of the Plan, which shall be November 15, 2001. 1.15 ELIGIBLE EMPLOYEE means, for any Plan Year (or applicable portion thereof), a person employed by the Employer where compensation is paid on a United States payroll, who is determined by the Plan Committee in its sole discretion to be a member of a select group of management or highly compensated employees eligible to participate in the Plan. By each November 1 (or before the Effective Date for the Plan's first Plan Year), the Plan Committee shall notify those individuals, if any, who will be Eligible Employees for the next Plan Year. If the Plan Committee determines that an individual first becomes an Eligible Employee during a Plan Year, the Plan Committee shall notify such individual of its determination and of the date during the Plan Year on which the individual shall first become an Eligible Employee. 1.16 EMPLOYER means Toll Bros., Inc., a Pennsylvania corporation, and its successors and assigns unless otherwise herein provided, or any other corporation or business organization which, with the consent of Toll Bros., Inc., or its successors or assigns, assumes the Employer's obligations hereunder, and any other corporation or business organization which agrees, with the consent of Toll Bros., Inc., to become a party to the Plan. 1.17 EMPLOYER CONTRIBUTION CREDIT ACCOUNT is defined in Section 3.2. 1.18 EMPLOYER CONTRIBUTION CREDITS is defined in Section 3.2. 1.19 ENTRY DATE with respect to an individual means 30 days following the date on which the individual first becomes an Eligible Employee. 1.20 FORM AND TIMING OF PAYMENT ELECTION FORM means the form or forms on which a Participant elects the form and timing of the Participant's Plan benefit. 1.21 PARTICIPANT means any person so designated in accordance with the provisions of Article 2, including, where appropriate according to the context of the Plan, any former employee who is or may become eligible to receive a benefit under the Plan. 1.22 PLAN means this Toll Bros., Inc. Nonqualified Deferred Compensation Plan set forth herein, as amended from time to time. 1.23 PLAN COMMITTEE refers to the officers and employees of the Employer appointed by the Board to administer the Plan on behalf of the Employer. 1.24 PLAN YEAR means the twelve (12) month period ending on December 31 of each year during which the Plan is in effect, provided that the initial Plan Year is the short year beginning November 15, 2001 and ending December 31, 2001. 1.25 RETIREMENT AGE with respect to any Participant means the date on which the Participant's equals or exceeds 61. 1.26 TOTAL AND PERMANENT DISABILITY means the classification of a Participant as "disabled" pursuant to the group long term disability plan maintained by the Employer, or a successor to such plan (or, if there is no such plan, as reasonably determined by the Employer). 1.27 TRUST means the Trust described in Article 11. 1.28 TRUSTEE means the trustee of the Trust described in Article 11. 1.29 VALUATION DATE means the last day of each Plan Year; the date of distribution; or any other date that the Plan Committee, in its sole discretion, designates as a Valuation Date. ARTICLE 2 ELIGIBILITY AND PARTICIPATION 2.1 REQUIREMENTS. Every Eligible Employee on the Effective Date shall be eligible to become a Participant on the Effective Date. Every other Eligible Employee shall be eligible to become a Participant on the first Entry Date occurring on or after the date on which he or she becomes an Eligible Employee. No individual shall become a Participant, however, if he or she is not an Eligible Employee on the date his or her participation is to begin. Participation in the Compensation Deferral portion of the Plan is voluntary. In order to participate in that portion of the Plan, an otherwise Eligible Employee must make written application in such manner as may be required by Section 3.1 and by the Employer and must agree to make Compensation Deferrals as provided in Article 3. Participation in the Employer Contribution Credit Account portion of the Plan is automatic. 2.2 RE-EMPLOYMENT. If a Participant whose employment with the Employer is terminated is subsequently re-employed, he or she shall become a Participant in accordance with the provisions of Section 2.1. 2.3 CHANGE OF EMPLOYMENT CATEGORY. During any period in which a Participant remains in the employ of the Employer but ceases to be an Eligible Employee, he or she shall not be eligible to make Compensation Deferrals or to receive Employer Contribution Credits hereunder. ARTICLE 3 CONTRIBUTIONS AND CREDITS 3.1 PARTICIPANT CONTRIBUTIONS AND CREDITS. (a) Compensation Deferrals. In accordance with rules established by the Employer, a Participant may elect to defer Compensation which is due to be earned and which would otherwise be paid to the Participant, as a percentage of Compensation or in any fixed periodic dollar amounts designated by the Participant. Amounts so deferred will be considered a Participant's "Compensation Deferrals." A Participant shall make such an election with respect to the coming twelve (12) month period during the period beginning on January 1 and ending on December 31 of each Plan Year following the initial Plan Year (or during such other period as may be established by the Plan Committee) by completing and delivering to the Plan Committee a Deferral Election Form in a form prescribed by the Plan Committee. As it relates to the initial Plan Year, the election shall be made prior to November 15, 2001 and will apply to the period beginning January 1, 2001 and ending on December 31, 2001. Should a Participant become newly eligible during a Plan Year, their election will apply from the date of participation to the next December 31. Compensation Deferrals shall be made through regular payroll deductions or through an election by the Participant to defer the payment of a bonus, sales bonus compensation or profit sharing distribution not yet payable to him or her at the time of the election, which election shall be set forth on such Participant's Deferral Election Form. Compensation deferrals will be limited to the extent necessary to satisfy applicable tax withholding or benefit plan contribution requirements. The participant may make an irrevocable election during the Plan Year to cease contributions to the Plan with written notice given to the Committee. The Participant will then be ineligible to return to the Plan until the next Plan Year. The Participant may change his or her regular payroll deduction Compensation Deferral amount as of, and by written notice delivered to the Plan Committee during the periods described in the preceding paragraph, with such change being first effective for Compensation to be earned following the next December 31. Once made, a Compensation Deferral Election Form with respect to a payroll deduction election shall continue in force indefinitely, until changed as provided above. A Deferral Election Form with respect to deferrals of bonuses, sales bonus compensation, profit sharing distribution proceeds, or other compensation payments shall continue in force only for the Plan Year for which the Deferral Election Form is first effective. Compensation Deferrals shall be deducted by the Employer from the pay of a deferring Participant and shall be credited to the Compensation Deferral Account of the deferring Participant. (b) The Participant's Compensation Deferral Account. There shall be established and maintained by the Employer a separate Compensation Deferral Account in the name of each Participant to which shall be credited or debited, as applicable: (a) amounts equal to the Participant's Compensation Deferrals; (b) amounts equal to any deemed earnings and/or losses (to the extent realized, based upon deemed fair market value of the Compensation Deferral; and (c) any withdrawals or distributions therefrom. A Participant shall at all times be 100% vested in amounts credited to his or her Compensation Deferral Account. 3.2 EMPLOYER CONTRIBUTION CREDITS . Apart from Compensation Deferral Contributions, the Employer shall retain the right to make discretionary contributions for any Participant under this Plan. If applicable, there shall be established and maintained a separate Employer Contribution Credit Account in the name of each Participant which shall be credited or debited, as applicable, (a) amounts equal to the Employer's Contribution Credits; and (b) any deemed earnings and/or losses (as determined by the Employer, in its discretion) allocated to the Employer Contribution Credit Account. The Participant's Employer Contribution Credits for a Plan Year, if any, shall be determined by the Employer's Board of Directors in its sole discretion. The Employer shall credit such Contributions on behalf of such individuals, in such amounts and with such frequency, as the Board determines in its sole discretion. A Participant shall become vested in amounts (if any) credited to his or her Employer Contribution Credit Account according to any vesting schedule(s) adopted by the Employer's Board of Directors, in its sole discretion, provided, however, that a Participant shall become fully vested in amounts (if any) credited to his or her Employer Contribution Credit Account upon the occurrence during the Participant's employment with the Employer of: (i) the Participant's Total and Permanent Disability or (ii) a Change in Control of the Employer. 3.3 CONTRIBUTIONS TO THE TRUST. An amount may be contributed, if and when applicable, by the Employer to the Trust maintained under Section 11 equal to the amount(s) required to be credited to the Participant's Account under Section 3.1 and 3.2. The Employer shall make a good faith effort to contribute these amounts to the Trust as soon as practicable following the date on which the contribution credit amount(s) are determined. ARTICLE 4 ALLOCATION OF FUNDS 4.1 ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS. Subject to such limitations as may from time to time be required by law, imposed by the Employer or the Trustee or contained elsewhere in the Plan (including Section 4.6), and subject to such operating rules and procedures as may be imposed from time to time by the Employer, prior to the date on which a direction will become effective, the Participant shall have the right to direct the Employer as to how amounts in his or her Account shall be deemed to be invested. The Employer shall direct the Trustee to invest the account maintained in the Trust on behalf of the Participant pursuant to the deemed investment directions the Employer has properly received from the Participant. The value of the Participant's Account shall be equal to the value of the account maintained under the Trust on behalf of the Participant. As of each Valuation Date of the Trust, the Participant's Account will be credited or debited to reflect the Participant's deemed investments of the Trust. The Participant's Account will be credited or debited with the increase or decrease in the realizable net asset value or credited interest, as applicable, of the designated deemed investments, as follows: As of each Valuation Date, an amount equal to the net increase or decrease in realizable net asset value or credited interest, as applicable (as determined by the Trustee), of each deemed investment option within the Account since the preceding Valuation Date shall be allocated among all Participants' Accounts deemed to be invested in that investment option in accordance with the ratio which the portion of the Account of each Participant which is deemed to be invested within that investment option, determined as provided herein, bears to the aggregate of all amounts deemed to be invested within that investment option. 4.2 ACCOUNTING FOR DISTRIBUTIONS. As of the date of any distribution hereunder, the distribution made hereunder to the Participant or his or her Beneficiary or Beneficiaries shall be charged to such Participant's Account. 4.3 SEPARATE ACCOUNTS. A separate bookkeeping account under the Plan shall be established and maintained by the Employer to reflect the Account for each Participant with bookkeeping sub-accounts to show separately the Participant's Compensation Deferral and the Participant's Employer Contribution Credit Account. Each sub-account will separately account for the credits and debits described in Article 3 and Section 4.2. 4.4 DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS. Subject to such limitations as may from time to time be required by law, imposed by the Employer or the Trustee or contained elsewhere in the Plan (including Section 4.5), and subject to such operating rules and procedures as may be imposed from time to time by the Employer prior to and effective for each Designation Date, each Participant may communicate to the Employer a direction (in accordance with (a), below) as to how his or her Plan Accounts should be deemed to be invested among such categories of deemed investments as may be made available by the Employer hereunder. Such direction shall designate the percentage (in any whole percent multiples) of each portion of the Participant's Plan Accounts which is requested to be deemed to be invested in such categories of deemed investments, and shall be subject to the following rules: (a) Any initial or subsequent deemed investment direction shall be in writing, on a form supplied by and filed with the Employer, and/or, as required or permitted by the Employer, shall be by oral designation and/or electronic transmission designation. A designation shall be effective as of the Designation Date next following the date the direction is received and accepted by the Employer on which it would be reasonably practicable for the Employer to effect the designation. (b) All amounts credited to the Participant's Account shall be deemed to be invested in accordance with the then effective deemed investment direction, and as of the Designation Date with respect to any new deemed investment direction, all or a portion of the Participant's Account at that date shall be reallocated among the designated deemed investment funds according to the percentages specified in the new deemed investment direction unless and until a subsequent deemed investment direction shall be filed and become effective. An election concerning deemed investment choices shall continue indefinitely as provided in the Participant's most recent investment direction form provided by and filed with the Employer. (c) If the Employer receives an initial or revised deemed investment direction which it deems to be incomplete, unclear or improper, the Participant's investment direction then in effect shall remain in effect (or, in the case of a deficiency in an initial deemed investment direction, the Participant shall be deemed to have filed no deemed investment direction) until the next Designation Date, unless the Employer provides for, and permits the application of, corrective action prior thereto. (d) If the Employer possesses (or is deemed to possess as provided in (c), above) at any time directions as to the deemed investment of less than all of a Participant's Account, the Participant shall be deemed to have directed that the undesignated portion of the Account be deemed to be invested in a money market, fixed income or similar fund made available under the Plan as determined by the Employer in its discretion. (e) Each Participant hereunder, as a condition to his or her participation hereunder, agrees to hold the Employer and its agents and representatives harmless, for any losses or damages of any kind relating to the investment of the Participant's Account hereunder, other than such losses or damages that result directly from gross negligence or intentional malfeasance on the part of the Employer or its agents or representatives. (f) Each reference in this Section to a Participant shall be deemed to include, where applicable, a reference to a Beneficiary. 4.5 EXPENSES AND TAXES. Expenses associated with the administration or operation of the Plan including Trustee fees, shall be paid by the Employer from its general assets. Any taxes allocable to an Account (or portion thereof) maintained under the Plan which are payable prior to the distribution of the Account (or portion thereof), as determined by the Employer, shall be paid by the Employer. ARTICLE 5 ENTITLEMENT TO BENEFITS 5.1 FIXED PAYMENT DATES; TERMINATION OF EMPLOYMENT. On his or her Form and Timing of Payment Election Form, a Participant shall select the manner of payment (as described in Section 6.2(b)) and shall select a fixed payment date for the payment or commencement of payment of his or her Account (or the Participant may select fixed payment dates for the payment or commencement of payment of portions of his or her Account), which will be valued and payable according to the provisions of Article 6. Such payment dates may be extended to later dates so long as elections to so extend the payment dates are made by the Participant at least six (6) months prior to the date on which the distribution is scheduled to be made or commence. Such payment dates may not be accelerated, except as provided in Section 5.2. A Participant may elect on his or her Form and Timing of Payment Election an election each year they are eligible to participate. A Participant who selects payment or commencement of payment of his or her Account (or portions thereof) on a fixed date or dates shall receive payment of his or her Account at the earlier of such fixed payment date or dates (as extended, if applicable) or his or her termination of employment with the Employer. If a Participant's employment with the Employer is terminated for any reason (other than by reason of Total and Permanent Disability) prior to attainment of Retirement Age or if a Participant does not make an election as provided above for any particular amounts hereunder, and the Participant terminates employment with the Employer for any reason, the Participant's Account at the date of such termination shall be valued and payable at or commencing at such termination according to the provisions of Article 6. 5.2 IMMEDIATE DISTRIBUTION ELECTION; TEN PERCENT PENALTY. In addition to a Participant's option to have payment or commencement of payment of his or her Account occur on the fixed payment date or on the Participant's termination of employment as described in Section 5.1, a Participant may elect to have his or her Account (or a portion thereof) paid or commence to be paid as soon as possible upon his or her election. For purposes of this Section, the value of the Participant's Account shall be determined as of the date of the distribution. Any amount paid pursuant to this Section shall be subject to a ten percent (10%) penalty, with the amount of the penalty permanently forfeited from the Participant's Account and returned to the Employer on or about the date of the distribution. In addition, the Participant will be ineligible to participant in any manner in the Plan for a period not less than the balance of the Plan Year within which the distribution is made and the subsequent Plan Year. Any Participant wishing to elect an immediate distribution pursuant to this Section must complete an Immediate Distribution Election Form. The distribution shall occur or commence as soon as is administratively feasible following the Employer's receipt and approval of the Immediate Distribution Election Form. 5.3 HARDSHIP DISTRIBUTIONS. In the event of financial hardship of the Participant, as hereinafter defined, the Participant may apply to the Employer for the distribution of all or any part of his or her Account, without penalty. The Employer shall consider the circumstances of each such case, and the best interests of the Participant and his or her family, and shall have the right, in its sole discretion, if applicable, to allow such distribution, or, if applicable, to direct a distribution of part of the amount requested, or to refuse to allow any distribution. Upon a finding of financial hardship, the Employer shall direct the appropriate distribution to the Participant from amounts held by the Trust in respect of the Participant's vested account. In no event shall the aggregate amount of the distribution exceed either the full value of the Participant's vested account or the amount determined by the Employer to be necessary to alleviate the Participant's financial hardship (which financial hardship may be considered to include any taxes due as a result of the distribution occurring because of this Section), and which is not reasonably available from other resources of the Participant. For purposes of this Section, the value of the Participant's Account shall be determined as of the date of the distribution. "Financial hardship" means (a) a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Code section 152(a)) of the Participant, (b) loss of the Participant's property due to casualty, or (c) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, each as determined to exist by the Employer. A distribution may be made under this Section only with the consent of the Employer. 5.4 RE-EMPLOYMENT OF RECIPIENT. If a Participant receiving installment distributions pursuant to Section 6.2 is re-employed by the Employer, the remaining distributions due to the Participant shall be suspended until such time as the Participant (or his or her Beneficiary) once again becomes eligible for benefits under Section 5.1 or 5.2, at which time such distribution shall commence, subject to the limitations and conditions contained in the Plan. ARTICLE 6 DISTRIBUTION OF BENEFITS 6.1 AMOUNT. A Participant (or his or her Beneficiary) shall become entitled to receive, within ninety (90) days following the earlier of the Participant's termination of employment with the Employer or the date or dates selected by the Participant on his or her Form and Timing of Payment Election Form, with the Committee's consent (or, if no such selection is made, on or about the date of the Participant's termination of employment with the Employer), a distribution in an aggregate amount equal to the Participant's vested Account. A Participant may alternatively elect to receive an immediate distribution, subject to a ten percent (10%) penalty, of all or a portion of his or her Account pursuant to Section 5.2. Any payment due hereunder from the Trust, which is not paid by the Trust for any reason, will be paid by the Employer from its general assets. 6.2 METHOD OF PAYMENT. (a) Payments. Payments under the Plan shall be made in cash as elected by the Participant and as permitted by the Employer and the Trustee in their sole and absolute discretion subject, however, to Section 12.4 and any other applicable restrictions on transfer as may be applicable legally or contractually. (b) Timing and Manner of Payment. Except as otherwise provided herein, in the case of distributions to a Participant or his or her Beneficiary by virtue of an entitlement pursuant to Sections 5.1 or 5.2, an aggregate amount equal to the Participant's vested Account will be paid by the Trust or the Employer, as provided in Section 6.1, in a lump sum or in bi-weekly, monthly, quarterly or annual substantially equal installments for a period not to exceed ten (10) years (adjusted for gains and losses), as selected by the Participant as provided in Article 5. If a Participant fails to designate properly the manner of payment of the Participant's benefit under the Plan, such payment will be in a lump sum. If the whole or any part of a payment hereunder is to be in installments, the balance of the Participant's Account not yet distributed shall continue to be deemed to be invested pursuant to Sections 4.1 and 4.5 under such procedures as the Employer may establish, in which case any deemed income, gain, loss or expense or tax allocable thereto (as determined by the Trustee, in its discretion) shall be reflected in the installment payments in such equitable manner as the Trustee shall determine. Notwithstanding the preceding, if at any time up to twenty- four (24) months following the Participant's termination of employment with the Employer the Participant enters in Competition with Toll Brothers, Inc. and/or its subsidiaries, the Employer may accelerate the payment of the Participant's benefits hereunder. 6.3 DEATH BENEFITS. If a Participant dies before terminating his or her employment with the Employer and before the commencement of payments to the Participant hereunder, the entire value of the Participant's Account shall be paid, within ninety (90) days following the Participant's death, in a lump sum, to the person or persons designated in accordance with Section 7.1. Upon the death of a Participant after payments hereunder have begun but before he or she has received all payments to which he or she is entitled under the Plan, the remaining benefit payments shall be paid to the person or persons designated in accordance with Section 7.1, in the time and manner in which such benefits were otherwise to be payable to the Participant, or the Beneficiary may make an irrevocable election to receive the remaining balance in a lump sum. 6.4 DISABILITY BENEFITS. If a Participant experiences a Total and Permanent Disability before terminating his or her employment with the Employer and before the commencement of payments to the Participant hereunder, the Participant shall become fully vested in his or her Account, and shall become entitled to receive (or to commence receiving) the entire balance of his or her Account in a single lump sum payment on the thirtieth (30th) day following the Total and Permanent Disability (or as soon thereafter as is administratively feasible). Notwithstanding the preceding, the Participant may irrevocably elect, prior to the end of such thirty (30) day period, to waive his or her right to a single lump sum payment and instead to receive his or her Account in installments as provided hereunder or pursuant to an alternative payment schedule offer by the Employer, including a schedule which takes into account the payments the Participant receives under the group long term disability plan maintained by the Employer. If such waiver election is timely made, the Participant shall receive his or her entire Account balance at the time and in the manner designated by the Participant on the form supplied by the Employer on which such waiver election is made. 6.5 CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, upon a Change in Control of Toll Brothers, Inc., each Participant shall become fully vested in his of her Account, and shall become entitled to receive the entire balance of his of her Account in a single lump sum payment on the thirtieth (30th) day following the Change in Control (or as soon as administratively feasible). Notwithstanding the preceding, the Participant may irrevocably elect, prior to the end of such thirty (30) day period, to waive his or her right to receive such a Change in Control distribution. If such waiver election is timely made, the Participant shall receive his or her entire Account balance at the time designated in the most recent Participant Enrollment and Election Form received by the Committee from the Participant, or, if no election as to timing of Account distribution has been made on the Participant's Enrollment and Election Form, at the time the Participant terminates employment with the Employer. ARTICLE 7 BENEFICIARIES; PARTICIPANT DATA 7.1 DESIGNATION OF BENEFICIARIES. Each Participant from time to time may designate any person or persons (who may be named contingently or successively) to receive such benefits as may be payable under the Plan upon or after the Participant's death, and such designation may be changed from time to time by the Participant by filing a new designation. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Employer, and will be effective only when filed in writing with the Employer during the Participant's lifetime. In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living Beneficiary validly named by the Participant, the Employer shall pay any such benefit payment to the Participant's spouse, if then living, but otherwise to the Participant's estate. In determining the existence or identity of anyone entitled to a benefit payment, the Employer may rely conclusively upon information supplied by the Participant's personal representative, executor or administrator. If a question arises as to the existence or identity of anyone entitled to receive a benefit payment as aforesaid, or if a dispute arises with respect to any such payment, then, notwithstanding the foregoing, the Employer, in its sole discretion, may distribute such payment to the Participant's estate without liability for any tax or other consequences which might flow therefrom, or may take such other action as the Employer deems to be appropriate. 7.2 INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES; INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES. Any communication, statement or notice addressed to a Participant or to a Beneficiary at his or her last post office address as shown on the Employer's records shall be binding on the Participant or Beneficiary for all purposes of the Plan. The Employer shall not be obliged to search for any Participant or Beneficiary beyond the sending of a registered letter to such last known address. If the Employer notifies any Participant or Beneficiary that he or she is entitled to an amount under the Plan and the Participant or Beneficiary fails to claim such amount or make his or her location known to the Employer within three (3) years thereafter, then, except as otherwise required by law, the Employer may direct distribution of such amount to the Participant's estate. If the location of none of the foregoing persons can be determined, the Employer shall have the right to direct that the amount payable shall be deemed to be a forfeiture, except that the dollar amount of the forfeiture, unadjusted for deemed gains or losses in the interim, shall be paid by the Employer if a claim for the benefit subsequently is made by the Participant or the Beneficiary to whom it was payable. If a benefit payable to an unlocated Participant or Beneficiary is subject to escheat pursuant to applicable state law, the Employer shall not be liable to any person for any payment made in accordance with such law. ARTICLE 8 ADMINISTRATION 8.1 PLAN COMMITTEE. Notwithstanding any other provision of the Plan document, any member of the Plan Committee or any other officer or employee of the Employer who exercises discretion or authority on behalf of the Employer shall not be a fiduciary of the Plan merely by virtue of his or her exercise of such discretion or authority. The Board shall identify the Employer's officers and employees who shall serve as members of the Plan Committee. Because this Plan is a "top hat" arrangement, the Plan Committee shall not be subject to the duties imposed by the provisions of Part 4 of Title I of ERISA. 8.2 ADMINISTRATIVE AUTHORITY. Except as otherwise specifically provided herein, the Plan Committee shall have the sole responsibility for and the sole discretion over the operation and administration of the Plan, and shall have the power and authority to take all action and to make all decisions and interpretations which may be necessary or appropriate in order to administer and operate the Plan, including, without limiting the generality of the foregoing, the power, duty, discretion and responsibility to: (a) Resolve and determine all disputes or questions arising under the Plan, and to remedy any ambiguities, inconsistencies or omissions in the Plan. (b) Adopt such rules of procedure and regulations as in its opinion may be necessary for the proper and efficient administration of the Plan and as are consistent with the Plan. (c) Implement the Plan in accordance with its terms and the rules and regulations adopted as described above. (d) Make determinations with respect to the eligibility of any Eligible Employee to be or continue as a Participant and make determinations concerning the crediting of Accounts. (e) Appoint any persons or firms, or otherwise act to secure specialized advice or assistance, as it deems necessary or desirable in connection with the administration and operation of the Plan, and the Employer shall be entitled to rely conclusively upon, and shall be fully protected in any action or omission taken by it in good faith reliance upon, the advice or opinion of such firms or persons. The Employer shall have the power and authority to delegate from time to time by written instrument all or any part of its duties, powers or responsibilities under the Plan, both ministerial and discretionary, as it deems appropriate, to any person or committee, and in the same manner to revoke any such delegation of duties, powers or responsibilities. Any action of such person or committee in the exercise of such delegated duties, powers or responsibilities shall have the same force and effect for all purposes hereunder as if such action had been taken by the Employer. Further, the Employer may authorize one or more persons to execute any certificate or document on behalf of the Employer, in which event any person notified by the Employer of such authorization shall be entitled to accept and conclusively rely upon any such certificate or document executed by such person as representing action by the Employer until such notified person shall have been notified of the revocation of such authority. 8.3 UNIFORMITY OF DISCRETIONARY ACTS. Whenever in the administration or operation of the Plan discretionary actions by the Employer are required or permitted, such actions shall be consistently and unifromly applied to all persons similarly situated, and no such action shall be taken which shall discriminate in favor of any particular person or group of persons. 8.4 LITIGATION. Except as may be otherwise required by law, in any action or judicial proceeding affecting the Plan, no Participant or Beneficiary shall be entitled to any notice or service of process, and any final judgment entered in such action shall be binding on all persons interested in, or claiming under, the Plan. 8.5 CLAIMS PROCEDURE. Any person claiming a benefit under the Plan (a "Claimant") shall present the claim, in writing, to the Employer, and the Employer shall respond in writing. If the claim is denied, the written notice of denial shall state, in a manner calculated to be understood by the Claimant: (a) The specific reason or reasons for the denial, with specific references to the Plan provisions on which the denial is based; (b) A description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation of why such material or information is necessary; and (c) An explanation of the Plan's claims review procedure. The written notice denying or granting the Claimant's claim shall be provided to the Claimant within ninety (90) days after the Employer's receipt of the claim, unless special circumstances require an extension of time for processing the claim. If such an extension is required, written notice of the extension shall be furnished by the Employer to the Claimant within the initial ninety (90) day period and in no event shall such an extension exceed a period of ninety (90) days from the end of the initial ninety (90) day period. Any extension notice shall indicate the special circumstances requiring the extension and the date on which the Employer expects to render a decision on the claim. Any claim not granted or denied within the period noted above shall be deemed to have been denied. Any Claimant whose claim is denied, or deemed to have been denied under the preceding sentence (or such Claimant's authorized representative), may, within sixty (60) days after the Claimant's receipt of notice of the denial, or after the date of the deemed denial, request a review of the denial by notice given, in writing, to the Employer. Upon such a request for review, the claim shall be reviewed by the Employer (or its designated representative) which may, but shall not be required to, grant the Claimant a hearing. In connection with the review, the Claimant may have representation, may examine pertinent documents, and may submit issues and comments in writing. The decision on review normally shall be made within sixty (60) days of the Employer's receipt of the request for review. If an extension of time is required due to special circumstances, the Claimant shall be notified, in writing, by the Employer, and the time limit for the decision on review shall be extended to one hundred twenty (120) days. The decision on review shall be in writing and shall state, in a manner calculated to be understood by the Claimant, the specific reasons for the decision and shall include references to the relevant Plan provisions on which the decision is based. The written decision on review shall be given to the Claimant within the sixty (60) day (or, if applicable, the one hundred twenty (120) day) time limit discussed above. If the decision on review is not communicated to the Claimant within the sixty (60) day (or, if applicable, the one hundred twenty (120) day) period discussed above, the claim shall be deemed to have been denied upon review. All decisions on review shall be final and binding with respect to all concerned parties. ARTICLE 9 AMENDMENT 9.1 RIGHT TO AMEND. The Employer, by action of its Board of Directors, shall have the right to amend the Plan, at any time and with respect to any provisions hereof, and all parties hereto or claiming any interest hereunder shall be bound by such amendment; provided, however, that no such amendment shall deprive a Participant or a Beneficiary of a right accrued hereunder prior to the date of the amendment. 9.2 AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN. Notwithstanding the provisions of Section 9.1, the Plan may be amended by the Employer, by action of its Board of Directors, at any time, retroactively if required, if found necessary, in the opinion of the Employer, in order to ensure that the Plan is characterized as "top-hat" plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA sections 201(2), 301(a)(3), and 401(a)(1), and to conform the Plan to the provisions and requirements of any applicable law (including ERISA and the Code). No such amendment shall be considered prejudicial to any interest of a Participant or a Beneficiary hereunder. ARTICLE 10 TERMINATION 10.1 EMPLOYER'S RIGHT TO TERMINATE OR SUSPEND PLAN. The Employer reserves the right to terminate the Plan and/or its obligation to make further credits to Plan Accounts, by action of its Board of Directors. The Employer also reserves the right to suspend the operation of the Plan for a fixed or indeterminate period of time, by action of its Board of Directors. 10.2 AUTOMATIC TERMINATION OF PLAN. The Plan automatically shall terminate upon the dissolution of the Employer, or upon its merger into or consolidation with any other corporation or business organization if there is a failure by the surviving corporation or business organization to specifically adopt and agree to continue the Plan. 10.3 SUSPENSION OF DEFERRALS. In the event of a suspension of the Plan, the Employer shall continue all aspects of the Plan, other than Compensation Deferrals, during the period of the suspension, in which event payments hereunder will continue to be made during the period of the suspension in accordance with Articles 5 and 6. 10.4 ALLOCATION AND DISTRIBUTION. This Section shall become operative on a complete termination of the Plan. The provisions of this Section also shall become operative in the event of a partial termination of the Plan, as determined by the Employer, but only with respect to that portion of the Plan attributable to the Participants to whom the partial termination is applicable. Upon the effective date of any such event, notwithstanding any other provisions of the Plan, no persons who were not theretofore Participants shall be eligible to become Participants, the value of the interest of all Participants and Beneficiaries shall be determined and paid to them as soon as is practicable after such termination in a lump sum payment. 10.5 SUCCESSOR TO EMPLOYER. Any corporation or other business organization which is a successor to the Employer by reason of a consolidation, merger or purchase of substantially all of the assets of the Employer shall have the right to become a party to the Plan by adopting the same by resolution of the entity's board of directors or other appropriate governing body. If, within ninety (90) days from the effective date of such consolidation, merger or sale of assets, such new entity does not become a party hereto, as above provided, the Plan shall be automatically terminated, and the provisions of Section 10.4 shall become operative. ARTICLE 11 THE TRUST The Employer may establish the Trust with the Trustee pursuant to such terms and conditions as are set forth in the Trust agreement to be entered into between the Employer and the Trustee, or the Employer shall cause to be maintained one or more separate sub-accounts in an existing Trust maintained with the Trustee with respect to one or more other plans of the Employer, which sub-account or sub-accounts represent Participants' interests in the Plan. Any such Trust shall be intended to be treated as a "grantor trust" under the Code and the establishment of the Trust or the utilization of any existing Trust for Plan benefits, as applicable, shall not be intended to cause any Participant to realize current income on amounts contributed thereto, and the Trust shall be so interpreted. ARTICLE 12 MISCELLANEOUS 12.1 STATUS OF PARTICIPANTS. (a) Employees, Participants and Inactive Participants under this Plan shall have the status of general unsecured creditors of the Employer; (b) This Plan constitutes a promise by the Employer to make benefit payments in the future; (c) Any trust to which this Plan refers (i.e. any trust created by the Employer and any assets held by the trust to assist the Employer in meeting its obligations under the Plan) shall be based on the terms of the model trust described in Revenue Procedure 92-64; and (d) It is the intention of the parties that the arrangements under this Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. 12.2 LIMITATIONS ON LIABILITY OF EMPLOYER. Neither the establishment of the Plan nor any modification thereof, nor the creation of any account under the Plan, nor the payment of any benefits under the Plan shall be construed as giving to any Participant or other person any legal or equitable right against the Employer, or any officer or employer thereof except as provided by law or by any Plan provision. The Employer does not in any way guarantee any Participant's Account from loss or depreciation, whether caused by poor investment performance of a deemed investment or the inability to realize upon an investment due to an insolvency affecting an investment vehicle or any other reason. In no event shall the Employer, or any successor, employee, officer, director or stockholder of the Employer, be liable to any person on account of any claim arising by reason of the provisions of the Plan or of any instrument or instruments implementing its provisions, or for the failure of any Participant, Beneficiary or other person to be entitled to any particular tax consequences with respect to the Plan, or any credit or distribution hereunder. 12.3 CONSTRUCTION. If any provision of the Plan is held to be illegal or void, such illegality or invalidity shall not affect the remaining provisions of the Plan, but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provision had never been inserted herein. For all purposes of the Plan, where the context admits, the singular shall include the plural, and the plural shall include the singular. Headings of Articles and Sections herein are inserted only for convenience of reference and are not to be considered in the construction of the Plan. The laws of the State of Pennsylvania shall govern, control and determine all questions of law arising with respect to the Plan and the interpretation and validity of its respective provisions, except where those laws are preempted by the laws of the United States. Participation under the Plan will not alter the Participant's status as an (at will) employee nor give any Participant the right to be retained in the service of the Employer nor any right or claim to any benefit under the Plan unless such right or claim has specifically accrued hereunder. The Plan is intended to be and at all times shall be interpreted and administered so as to qualify as an unfunded deferred compensation plan, and no provision of the Plan shall be interpreted so as to give any individual any right in any assets of the Employer which right is greater than the rights of a general unsecured creditor of the Employer. 12.4 SPENDTHRIFT PROVISION/QUALIFIED DOMESTIC RELATIONS ORDER. (a) Except as set forth in subsection (b), no amount payable to a Participant or a Beneficiary under the Plan will, except as otherwise specifically provided by law, be subject in any manner to anticipation, alienation, attachment, garnishment, sale, transfer, assignment (either at law or in equity), levy, execution, pledge, encumbrance, charge or any other legal or equitable process, and any attempt to do so will be void; nor will any benefit be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of the person entitled thereto. Further, (i) the withholding of taxes from Plan benefit payments, (ii) the recovery under the Plan of overpayments of benefits previously made to a Participant or Beneficiary, (iii) if applicable, the transfer of benefit rights from the Plan to another plan, or (iv) the direct deposit of benefit payments to an account in a banking institution (if not actually part of an arrangement constituting an assignment or alienation) shall not be construed as an assignment or alienation. In the event that any Participant's or Beneficiary's benefits hereunder are garnished or attached by order of any court, the Employer or Trustee may bring an action or a declaratory judgment in a court of competent jurisdiction to determine the proper recipient of the benefits to be paid under the Plan. During the pendency of said action, any benefits that become payable shall be held as credits to the Participant's or Beneficiary's Account or, if the Employer or Trustee prefers, paid into the court as they become payable, to be distributed by the court to the recipient as the court deems proper at the close of said action. (b) Subsection (a) shall not apply to the creation, assignment or recognition of a right of an "alternate payee," as defined in ERISA Section 206(d)(3)(K) (the "Alternate Payee"), to all or any portion of a Participant's Account pursuant to a "qualified domestic relations order," as defined in ERISA Section 206(d)(3)(B)(i) (a "QDRO"), and all or such portion of such Participant's Account shall be distributed to such Alternate Payee in accordance with this subsection (b), Article 5 and Article 6 and the terms of such QDRO. Such Alternate Payee shall be treated as a Participant for all purposes of Articles 5 and 6 with respect to the amounts that are to be distributed to such Alternate Payee under the terms of the QDRO. Except as provided in paragraph (b)(iii), below, or under the terms of the QDRO, all or such portion of a Participant's Accounts that is to be distributed to the Alternate Payee shall be distributed in accordance with the Participant's Form and Timing of Payment Election Form(s) in effect on the date of the creation, assignment or recognition of such Alternate Payee's right to all or such portion of such Accounts under the terms of the QDRO. Notwithstanding the foregoing, to the extent provided under the terms of the QDRO: (i) The Plan Committee shall establish an Account for the Alternate Payee, to which shall be credited the amounts allocated thereto under the terms of the QDRO. The amounts so credited shall be debited from the Participant's Account under the terms of the QDRO. (ii) The Alternate Payee may make elections regarding the deemed investment of the amounts credited to such Alternate Payee's Account in accordance with Section 4.3. (iii) The Alternate Payee may change the distribution election applicable to the amounts credited to such Alternate Payee's Account by filing a Form and Timing of Payment Election Form in accordance with Section 5.1. The Alternate Payee's Form and Timing of Payment Election Form, and the manner and timing of payments to the Alternate Payee shall be subject to the requirements and limitations of Section 5.1 and Article 6. (iv) The Alternate Payee may designate a Beneficiary or Beneficiaries to receive the amount credited to the Alternate Payee's Account in the event of the death of the Alternate Payee. Designation or redesignation of a Beneficiary or Beneficiaries must be made in accordance with the procedures set forth in Section 7.1 as if the Alternate Payee was the Participant for all purposes thereunder. 5 22 EX-10.25 6 exhibit10-25.txt THE TOLL BROTHERS, INC. STOCK AWARD DEFERRAL PLAN Effective as of November 1, 2001 ARTICLE I - ESTABLISHMENT OF PLAN TOLL BROTHERS, INC., a Delaware corporation, hereby adopts the Toll Brothers, Incl. Stock Award Deferral Plan (the "Plan"), effective as of November 1, 2001. The Plan is unfunded and is maintained primarily for the purpose of providing a select group of management or highly compensated employees the opportunity to defer the receipt of Shares and corresponding recognition of compensation income attributable to certain stock based compensation awards. The intent of this Plan is to permit the deferral of the receipt of certain stock option and award shares in a manner such that the tax liability attributable to the receipt of such shares by the Participants is deferred until actual receipt, and such that, to the extent such stock option exercises would have qualified as giving rise to performance-based compensation, as that term is used for purposes of Code Section 162(m), the compensation attributable to the deferred receipt of such shares will continue to qualify as performance-based compensation as of the time such compensation is taken into account for tax purposes. ARTICLE II - DEFINITIONS 2.1 "Account" means the bookkeeping accounts established pursuant to Paragraph 5.1 and maintained by the Committee in the names of the respective Participants, to which Award Shares shall be credited, and from which all amounts distributed under the Plan shall be debited. 2.2 "Award Share" means a Share which is to be delivered to a Participant under any of the Company's stock incentive plans pursuant to an award or as a result of the exercise of a stock option granted under such plan in lieu of the Share that would otherwise be delivered to such person. 2.3 "Board" means the Board of Directors of the Company. 2.4 "Change of Control" shall have the meaning set forth in the Company's Stock Incentive Plan (1998). 2.5 "Code" means the Internal Revenue Code of 1986, as amended. 2.6 "Committee" means the Compensation and Stock Based Compensation Committee for Key Executives and Non-Employee Directors, or such other committee the Board may subsequently appoint to administer the Plan. 2.7 "Company" means Toll Brothers, Inc., a Delaware corporation. 2.8 "Participant" shall mean each person entitled to receive an Award Share and who has been designated as eligible to participate in this Plan by the Committee. 2.9 "Plan" means the Toll Brothers, Inc. Stock Award Deferral Plan, as set forth herein, and as may be amended from time to time. 2.10 "Share" means the common stock of the Company, having a par value of $0.01 per share. 2.11 "Terminating Event" means either of the following events: (a) The liquidation of the Company; or (b) A Change of Control. ARTICLE III - DEFERRAL ELECTIONS 3.1 Elections. Each Participant shall have the right to make an election to defer the receipt of a Share or Shares that would otherwise payable or deliverable to such Participant, by filing an election at the time and in the manner described in this Article III. 3.2 Filing of Elections. An election to defer the receipt of Shares shall be made on a form provided by the Committee or its designee for this purpose. No such election shall be effective unless it is filed with the Company consistent with such requirements as the Committee may establish from time to time, at its discretion, which requirements may include any terms or conditions which the Committee determines to be necessary or appropriate for the orderly administration of the Plan. With respect to any election as to the deferral of Shares attributable to exercise of one or more options held by a Participant, such deferral shall be permitted under the Plan only with respect to that portion of such option or options as to which the Participant arranges for a payment of the option exercise price using Shares which Participant has held for at least one year. For these purposes, any Participant shall have the right to exercise his or her option or options by this payment method and shall further be entitled to exercise this payment method by means of attesting to the ownership of such shares in lieu of actual delivery, in which event the Shares to be delivered on a deferred basis pursuant to the Plan shall be a number of Shares equal to the excess of the Shares otherwise required to be delivered on the exercise of the Option (or portion exercised if less than all of the Option is exercised) over the number of Shares used to pay the applicable option exercise price. 3.3 Shares to which Elections May Apply. A separate election under the Plan may be made with respect to any Shares that would otherwise become payable to a Participant. The terms of any such elections may vary with respect to Shares that otherwise would have been payable at the same time. 3.4 Election of Distribution Date. (a) Each Participant who elects to defer the receipt of a Share or Shares shall, on the election, also elect the distribution date for such Shares. The distribution date must be after a period of two years or more from the date such Share or Shares would have been paid to the Participant in the absence of such election; provided, however, a Participant may also provide in an election to defer receipt of a Share or Shares until the occurrence of a specified event (or the first to occur of several such events), such as termination of employment or retirement or a Change of Control of the company, rather than a specified distribution date. The designation of the time for distribution of benefits under the Plan may vary with each separate election, and may provide for a distribution of benefits in a lump sum or in installments commencing as of a specified date or event. (b) Each Participant who has previously elected to defer the receipt of an Share or Shares shall also be entitled to defer the distribution date applicable to such Shares for an additional period of time, which must be two years or more from the date such Share or Shares would have been payable but for the subsequent deferral election, or until a specified event. Notwithstanding the foregoing, no election under this Section 3.4(b) shall be effective unless it is filed with the Company at least six (6) months prior to the date such Share or Shares would be payable to the Participant. 3.5 Effect of Terminating Event. The Company shall give Participants at least thirty (30) days' notice (or, if not practicable, such shorter notice as may be reasonably practicable) prior to the anticipated date of the consummation of a Terminating Event. The Company may, in its discretion, provide in such notice that notwithstanding any other provision of the Plan or the terms of any election, upon the consummation of a Terminating Event, the Account balance of each Participant shall be distributed in full and any outstanding elections shall be revoked. 3.6 Death of Participant and Election by Designated Beneficiary. In the event a Participant's death occurs prior to the date any Shares deferred under this plan have been paid to such Participant, the Shares shall be paid to the Participant's designated beneficiary at the same time or times as payment of such Shares would have been made to the Participant had the Participant survived. Notwithstanding the foregoing, any Participant may provide, in a written beneficiary designation, for payment of the Shares otherwise payable to the Participant at such other time or times as would be permissible under the terms of the Plan with respect to payment to the Participant. In addition, the Committee may, at its discretion, permit any designated beneficiary of a Participant to enter into an election to defer receipt of Shares otherwise payable to such designated beneficiary on the same terms as would have been permitted to the Participant under the Plan. 3.7 Early Distribution. A Participant or the Participant's designated beneficiary (following the death of a Participant) may elect to receive a distribution of all of his or her Award Shares that would otherwise be distributable at a future date at any time; provided, however, that in the event any such election is made, the Participant or the designated beneficiary, as the case may be, shall receive a distribution of ninety percent (90%) of such Award Shares, and shall be required to forfeit any Award Shares that are not so distributed pursuant to that election. 3.8 Timing of Payments and Impact Under Certain Statutory Provisions Relating to Performance Compensation. This Plan as a whole, shall, to the extent any Award Shares represent "performance-based compensation" as that term is defined for purposes of Section 162(m) of the Code, be interpreted and implemented in a manner that is consistent with Treasury Regulation Section 1.162- 27(e)(2)(iii) (permitting certain changes in the timing of payments of such performance-based compensation), or any successor thereto. ARTICLE IV- FORM AND TIMING OF DISTRIBUTIONS 4.1 Form of Distribution. In general, any Award Share, the receipt of which has been deferred under this Plan, shall be paid to the Participant, or to the Participant's designated beneficiary, by means of a transfer of a Share in the same form and manner (other than with respect to the timing of such transfer) as would have been applicable if no deferral election had been made under this Plan. 4.2 Acceleration of Distributions. The Committee shall have the authority to accelerate the time at which Award Shares are distributed under the Plan; provided, however, that no such acceleration of distribution shall be permitted to the extent such accelerated distribution would cause any distribution that would otherwise be treated as "performance-based compensation" (as that term is defined for purposes of Section 162(m) of the Code) to fail to be treated as "performance-based compensation." 4.3 Notwithstanding anything to the contrary herein, in the event any dividends would have been payable with respect to any Shares which are represented by a Participant's Award Shares, an amount equal to such dividends shall be paid to the Participant on or about the time such dividends would have been paid to such Participant if such Shares had been issued to and retained by the Participant, subject to any applicable federal, state or local tax withholding obligations. ARTICLE V- BOOK ACCOUNTS 5.1 Account. An Account shall be established for each Participant electing to defer the receipt of Award Shares under this Plan. Each such Account shall be credited with the value of the Award Shares that are deferred pursuant to any election under this Plan, and such Account shall be adjusted to reflect the change in value of such Award Shares until such time as a payment of the value of such Account has been made to the Participant. The adjustments in the value of a Participant's Account shall be determined by reference to the value of a Share, so that each Participant's Account shall initially be equal in value to the value of that number of Shares equal to the Award Shares deferred. 5.2 Crediting of Dividend Equivalents. The Account of each Participant shall be credited with dividend equivalents at the same rate per Award Share deferred as are actually paid per Share. All such amounts added to the Account as dividend equivalents pursuant to this Section 5.2 shall be treated as though such amounts were used to purchase additional Shares which were then added to the Account, and taken into account in all subsequent adjustments. 5.3 Status of Deferred Amounts. All amounts credited to a Participant's Account shall represent a bookkeeping entry only, and shall not constitute or be treated as constituting an asset set aside for or otherwise available to any Participant, and shall, if any assets are actually held by the Company in connection with such Accounts, be, for all purposes, a part of the general funds of the Company, subject to the claims of the Company's creditors, until such time as payment of Award Shares is actually made to the Participant. Nothing contained in this Plan shall be deemed to create any separate trust fund or any segregated asserts held for the benefit of any Participant. 5.4 Participants' Status as General Creditors. A Participant's Account shall at all times represent the general obligation of the Company to make a payment to the Participant of an Award Share or Shares represented by the Account. The Participant shall be a general creditor of the Company with respect to this obligation, and shall not have a secured or preferred position with respect to any Account. Nothing contained herein shall be deemed to create an escrow, trust, custodial account or fiduciary relationship of any kind, nor shall anything herein be deemed to or interpreted as creating a funded pension or other arrangement. Nothing contained herein shall be construed to eliminate any priority or preferred position of a Participant in a bankruptcy matter with respect to claims for wages. ARTICLE VI - NON-ASSIGNABILITY, ETC. 6.1 Non-assignability. Except to the extent otherwise permitted at the discretion of the Committee, the right of each Participant in or to any Account, benefit or payment hereunder shall not be subject in any manner to attachment or other legal process for the debts of such Participant; and no Account, benefit or payment shall be subject to anticipation, alienation, sale, transfer, assignment or encumbrance. 6.2 Designation of Beneficiaries. Each Participant shall have the right to designate one or more beneficiaries to receive distributions in the event of the Participant's death by filing with the Company a beneficiary designation on the form provided by the Committee for such purpose. The designation of beneficiary or beneficiaries may be changed by a Participant at any time prior to death by the delivery to the Company of a new beneficiary designation form. If no beneficiary shall have been designated, or if no designated beneficiary shall survive the Participant, the Participant's estate shall be deemed to be the beneficiary. ARTICLE VII - INTERPRETATION 7.1 Authority of Committee. The Committee shall have full and exclusive authority to construe, interpret and administer this Plan and the Committee's construction and interpretation thereof shall be binding and conclusive on all persons for all purposes. 7.2 Claims Procedure. The Committee shall administer a reasonable claims procedure with respect to the Plan in accordance with Department of Labor Regulation section 2560.503-1, or any successor provision. ARTICLE VIII - AMENDMENT OR TERMINATION Amendment or Termination. The Company, by action of the Board or by action of the Committee, reserves the right at any time, or from time to time, to amend or modify this Plan. The Company, by action of the Board, reserves the right to terminate this Plan at any time. ARTICLE IX - MISCELLANEOUS PROVISIONS 9.1 No Right to Continued Employment. Nothing contained herein shall be construed as conferring upon any Participant the right to remain in the employment of a Participating Company as an executive or in any other capacity. 9.2 Governing Law. This Plan shall be interpreted under the laws of the Commonwealth of Pennsylvania. DSC:825873.3/TOL002-141250 - 7 - DSC:825873.3/TOL002-141250 EX-12 7 exhibit12.txt Exhibit 12 Computation of Ratios of Earnings to Fixed Charges Twelve months ended October 31, 1997 1998 1999 2000 2001 Earnings: Income before income taxes and extraordinary (loss) and change in accounting $107,646 $134,293 $162,750 $230,966 $337,889 Homebuilding Interest expense 29,746 36,052 40,378 46,777 59,002 Rent expense 193 293 425 639 852 Amortization 667 610 618 635 897 Collateralized mortgage financing: Interest expense 233 184 119 39 36 $138,485 $171,432 $204,290 $279,056 $398,676 Fixed charges: Homebuilding: Interest incurred: $35,242 $38,331 $51,396 $60,236 $79,209 Rent expense 193 293 425 639 852 Amortization 667 610 618 635 897 Collateralized mortgage financing: Interest incurred: 233 184 119 39 36 $36,335 $39,418 $52,558 $61,549 $80,994 Ratio, including collateralized mortgage financing 3.81 4.35 3.89 4.53 4.92
EX-21 8 exhibit21.txt EXHIBIT 21 Subsidiaries of the Registrant as of October 31, 2001 A. Wholly-owned Subsidiaries. 1. Amwell Chase, Inc., a Delaware corporation. 2. BBCC Investments, Inc., a Pennsylvania corporation. 3. Bunker Hill Estates, Inc., a Delaware corporation. 4. Chesterbrooke, Inc., a Delaware corporation. 5. Connecticut Land Corp., a Delaware corporation. 6. Daylesford Development Corp., a Delaware corporation. 7. Eastern States Engineering, Inc., a Delaware corporation. 8. Edmunds-Toll Construction Company, an Arizona corporation. 9. Fairway Valley, Inc., a Delaware corporation. 10. First Brandywine Finance Corp., a Delaware corporation. 11. First Brandywine Investment Corp. II, a Delaware corporation. 12. First Brandywine Investment Corp. III, a Delaware corporation. 13. First Huntingdon Finance Corp., a Delaware corporation. 14. Franklin Farms G.P., Inc., a Delaware corporation. 15. HQZ Acquisitions, Inc., a Michigan corporation. 16. MA Limited Land Corporation, a Delaware corporation. 17. Maple Point, Inc., a Delaware corporation. 18. Maryland Limited Land Corporation, a Delaware corporation. 19. Mizner Country Club, Inc., a Florida corporation. 20. Polekoff Farm, Inc., a Pennsylvania corporation. 21. Silverman Development Company, Inc., a Michigan corporation. 22. SH Homes Corporation, a Michigan corporation. 23. SI Investment Corporation, a Michigan corporation. 24. Springfield Chase, Inc., a Delaware corporation. 25. Stewarts Crossing, Inc., a Delaware corporation. 26. Tampa Realty Associates, Inc., a Florida corporation. 27. TB Proprietary Corp., a Delaware corporation. 28. TB Proprietary LP, Inc., a Delaware corporation 29. Tenby Hunt, Inc., a Delaware corporation. 30. The Silverman Building Companies, Inc., a Michigan corporation. 31. The Silverman Construction Company, a Michigan corporation. 32. Toll AZ GP Corp., a Delaware corporation. 33. Toll Bros., Inc., a Delaware corporation. 34. Toll Bros., Inc., a Pennsylvania corporation. 35. Toll Bros., Inc., a Texas corporation. 36. Toll Bros. of Arizona, Inc., an Arizona corporation. 37. Toll Bros. of North Carolina, Inc., a North Carolina corporation. 38. Toll Bros. of North Carolina II, Inc., a North Carolina corporation. 39. Toll Bros. of North Carolina III, Inc., a North Carolina corporation. 40. Toll Bros. of Tennessee, Inc., a Delaware corporation. 41. Toll Brothers Real Estate, Inc., a Pennsylvania corporation. 42. Toll CA GP Corp., a California corporation. 43. Toll CO GP Corp., a Colorado corporation. 44. Toll Corp., a Delaware corporation. 45. Toll Finance Corp., a Delaware corporation. 46. Toll FL GP Corp., a Florida corporation. 47. Toll Holdings, Inc., a Delaware corporation. 48. Toll IL GP Corp., an Illinois corporation. 49. Toll Land Corp. No. 6, a Pennsylvania corporation. 50. Toll Land Corp. No. 10, a Delaware corporation. 51. Toll Land Corp. No. 20, a Delaware corporation. 52. Toll Land Corp. No. 43, a Delaware corporation. 53. Toll Land Corp. No. 45, a Delaware corporation. 54. Toll Land Corp. No. 46, a Delaware corporation. 55. Toll Land Corp. No. 47, a Delaware corporation. 56. Toll Land Corp. No. 48, a Delaware corporation. 57. Toll Land Corp. No. 49, a Delaware corporation. 58. Toll Land Corp. No. 50, a Delaware corporation. 59. Toll Land Corp. No. 51, a Delaware corporation. 60. Toll Land Corp. No. 52, a Delaware corporation. 61. Toll Land Corp. No. 53, a Delaware corporation. 62. Toll Land Corp. No. 55, a Delaware corporation. 63. Toll Land Corp. No. 56, a Delaware corporation. 64. Toll Land Corp. No. 57, a Delaware corporation. 65. Toll Land Corp. No. 58, a Delaware corporation. 66. Toll Land Corp. No. 59, a Delaware corporation. 67. Toll Land Corp. No. 60, a Delaware corporation. 68. Toll Management AZ Corp., a Delaware corporation. 69. Toll Management VA Corp., a Delaware corporation. 70. Toll MI GP Corp., a Michigan corporation. 71. Toll NH GP Corp., a New Hampshire corporation. 72. Toll NV GP Corp., a Nevada corporation. 73. Toll NC GP Corp., a North Carolina corporation. 74. Toll OH GP Corp., an Ohio corporation. 75. Toll PA GP Corp., a Pennsylvania corporation 76. Toll Peppertree, Inc., a New York corporation. 77. Toll Philmont Corporation, a Delaware corporation. 78. Toll Realty Holdings Corp. I, a Delaware corporation. 79. Toll Realty Holdings Corp. II, a Delaware corporation. 80. Toll Realty Holdings Corp. III, a Delaware corporation. 81. Toll RI GP Corp., a Rhode Island corporation. 82. Toll SC GP Corp., a South Carolina corporation. 83. Toll TN GP Corp., a Tennessee corporation. 84. Toll Turf, Inc., a Delaware corporation. 85. Toll TX GP Corp., a Delaware corporation. 86. Toll VA GP Corp., a Delaware corporation. 87. Toll VA Member Two, Inc., a Delaware corporation. 88. Toll Wood Corporation, a Delaware corporation. 89. Toll YL, Inc., a California corporation. 90. Warren Chase, Inc., a Delaware corporation. 91. Westminster Abstract Company, a Pennsylvania corporation. 92. Westminster Insurance Agency, Inc., a Pennsylvania corporation. 93. Westminster Mortgage Corporation, a Delaware corporation. 94. Westminster Title Company, Inc., a California corporation. 95. Westminster Security Company, a New Jersey corporation. 96. Windsor Development Corp., a Pennsylvania corporation. B. Wholly-owned Partnerships 1. Advanced Broadband, L.P., a Delaware limited partnership. 2. Afton Chase, L.P., a Pennsylvania limited partnership. 3. Audubon Ridge, L.P., a Pennsylvania limited partnership. 4. BBCC Golf, L.P., a Pennsylvania limited partnership. 5. BBCC Investments, LP, a Pennsylvania limited partnership. 6. Beaumont Chase, L.P., a Pennsylvania limited partnership. 7. Belmont Land, L.P., a Virginia limited partnership. 8. Bennington Hunt, L.P., a New Jersey limited partnership. 9. Bernards Chase, L.P., a New Jersey limited partnership. 10. Binks Estates Limited Partnership, a Florida limited partnership. 11. The Bird Estate Limited Partnership, a Massachusetts limited partnership. 12. Blue Bell Country Club, L.P., a Pennsylvania limited partnership. 13. Branchburg Ridge, L.P., a New Jersey limited partnership. 14. Brandywine River Estates, L.P., a Pennsylvania limited partnership. 15. Brass Castle Estates, L.P., a New Jersey limited partnership. 16. Bridle Estates, L.P., a Pennsylvania limited partnership. 17. Broad Run Associates, L.P., a Pennsylvania limited partnership. 18. Buckingham Woods, L.P., a Pennsylvania limited partnership. 19. Bucks County Country Club, L.P., a Pennsylvania limited partnership. 20. CC Estates Limited Partnership, a Massachusetts limited partnership. 21. Calabasas View, L.P., a California limited partnership. 22. Charlestown Hills, L.P., a New Jersey limited partnership. 23. Cheltenham Estates Limited Partnership, a Michigan partnership. 24. Chesterbrooke Limited Partnership, a New Jersey limited partnership. 25. Chesterfield Hunt, L.P., a New Jersey limited partnership. 26. Cobblestones at Thornbury, L.P., a Pennsylvania limited partnership. 27. Cold Spring Hunt, L.P., a Pennsylvania limited partnership. 28. Coleman-Toll Limited Partnership, a Nevada limited partnership. 29. Concord Chase, L.P., a Pennsylvania limited partnership. 30. Cortlandt Chase, L.P., a New York limited partnership. 31. Delray Limited Partnership, a Florida limited partnership. 32. Dolington Estates, L.P., a Pennsylvania limited partnership. 33. Dominion Country Club, L.P., a Virginia limited partnership. 34. Eagle Farm Limited Partnership, a Massachusetts limited partnership. 35. Edmunds-Toll Limited Partnership, an Arizona limited partnership. 36. Eldorado Country Estates, L.P., a Texas limited partnership. 37. Estates at Autumnwood, L.P., a Delaware limited partnership. 38. The Estates at Brooke Manor Limited Partnership, a Maryland limited partnership. 39. Estates at Coronado Pointe, L.P., a California limited partnership. 40. The Estates at Potomac Glen Limited Partnership, a Maryland limited partnership. 41. Estates at Princeton Junction, L.P., a New Jersey limited partnership. 42. Estates at Rivers Edge, L.P., a Pennsylvania limited partnership. 43. Estates at San Juan Capistrano, L.P., a California limited partnership. 44. The Estates at Summit Chase, L.P., a California limited partnership. 45. Fairfax Investment, L.P., a Virginia limited partnership. 46. Fairfax Station Hunt, L.P., a Virginia limited partnership. 47. Fair Lakes Chase, L.P., a Virginia limited partnership. 48. Fairway Mews Limited Partnership, a New Jersey limited partnership. 49. Farmwell Hunt, L.P., a Virginia limited partnership. 50. First Brandywine Partners, L.P., a Delaware partnership. 51. Franklin Oaks Limited Partnership, a Massachusetts limited partnership. 52. Freehold Chase, L.P., a New Jersey limited partnership. 53. Great Falls Hunt, L.P., a Virginia limited partnership. 54. Great Falls Woods, L.P., a Virginia limited partnership. 55. Greens at Waynesborough, L.P., a Pennsylvania limited partnership. 56. Greenwich Chase, L.P., a New Jersey limited partnership. 57. Greenwich Station, L.P., a New Jersey limited partnership. 58. Hockessin Chase, L.P., a Delaware limited partnership. 59. Holland Ridge, L.P., a New Jersey limited partnership. 60. Holliston Hunt Limited Partnership, a Massachusetts limited partnership. 61. Hopewell Hunt, L.P., a New Jersey limited partnership. 62. Huckins Farm Limited Partnership, a Massachusetts limited partnership 63. Hunter Mill, L.P., a Virginia limited partnership. 64. Hunterdon Chase, L.P., a New Jersey limited partnership. 65. Hunterdon Ridge, L.P., a New Jersey limited partnership. 66. Huntington Estates Limited Partnership, a Connecticut limited partnership. 67. Hurley Ridge Limited Partnership, a Maryland limited partnership. 68. Independence Hill, L.P., a New Jersey limited partnership. 69. Kensington Woods Limited Partnership, a Massachusetts limited partnership. 70. Knolls of Birmingham, L.P., a Pennsylvania corporation. 71. Lakeridge, L.P., a Pennsylvania limited partnership. 72. Lakeway Hills Properties, L.P., a Texas limited partnership. 73. Lake Village AH Properties Limited Partnership, (a Michigan limited partnership) 74. Lake Village of Fairlane Holdings Limited Partnership, a Michigan limited partnership. 75. Lake Village of Northville Limited Partnership, a Michigan limited partnership. 76. Laurel Creek, L.P., a New Jersey limited partnership. 77. Loudoun Valley Associates, L.P., a Virginia limited partnership. 78. Mallard Lakes, L.P., a Texas limited partnership. 79. Manalapan Hunt, L.P., a New Jersey limited partnership. 80. Maple Creek Limited Partnership, a Michigan limited partnership. 81. Marshallton Chase, L.P.. a Pennsylvania limited partnership. 82. Mill Road Estates, L.P., a Pennsylvania limited partnership. 83. Montgomery Chase, L.P., a New Jersey limited partnership. 84. Montgomery Crossing, L.P., a New Jersey limited partnership. 85. Montgomery Oaks, L.P., a New Jersey limited partnership. 86. Moorestown Hunt, L.P., a New Jersey limited partnership. 87. Mount Kisco Chase, L.P., a New York limited partnership. 88. NC Country Club Estates Limited Partnership, a North Carolina limited partnership. 89. Newport Ridge Limited Partnership, a Michigan limited partnership. 90. Newtown Chase Limited Partnership, a Connecticut limited partnership. 91. Northampton Crest, L.P., a Pennsylvania limited partnership. 92. Northampton Preserve, L.P., a Pennsylvania limited partnership. 93. Patriots, L.P., a New Jersey limited partnership. 94. The Preserve Limited Partnership, a North Carolina limited partnership. 95. The Preserve at Annapolis Limited Partnership, a Maryland limited partnership. 96. Preserve at Boca Raton Limited Partnership, a Florida limited partnership. 97. Preston Village Limited Partnership, a North Carolina limited partnership. 98. Princeton Hunt, L.P., a New Jersey limited partnership. 99. Providence Limited Partnership, a North Carolina limited partnership. 100. Providence Hunt, L.P., a Pennsylvania limited partnership. 101. Providence Plantation Limited Partnership, a North Carolina limited partnership. 102. River Crossing, L.P., a Pennsylvania limited partnership. 103. Rochester Hills Village Associates Limited Partnership, a Michigan limited partnership. 104. Rolling Greens, L.P., a New Jersey limited partnership. 105. Rose Hollow Crossing Associates, a Pennsylvania limited partnership. 106. Rose Tree Manor, L.P., a Pennsylvania limited partnership. 107. Seaside Estates Limited Partnership., a Florida limited partnership. 108. Shrewsbury Hunt Limited Partnership, a Massachusetts limited partnership. 109. Silverman-Toll Limited Partnership, a Michigan limited partnership 110. Somers Chase, L.P., a New York limited partnership. 111. Somerset Development Limited Partnership, a North Carolina limited partnership. 112. South Riding, L.P., a Virginia limited partnership. 113. Southlake Woods, L.P., a Texas limited partnership. 114. Southport Landing Limited Partnership, a Connecticut limited partnership. 115. Springton Pointe, L.P., a Pennsylvania limited partnership. 116. Stone Mill Estates, L.P. a Pennsylvania limited partnership. 117. Stoney Ford Estates, L.P., a Pennsylvania limited partnership. 118. Swedesford Chase, L.P., a Pennsylvania limited partnership. 119. TBI/Heron Bay Limited Partnership, a Florida limited partnership. 120. TBI/Naples Limited Partnership, a Florida limited partnership. 121. TBI/Palm Beach Limited Partnership, a Florida limited partnership. 122. TB Proprietary, L.P., a Delaware limited partnership 123. Tenby Hunt, L.P., a Delaware limited partnership. 124. Thornbury Knoll, L.P., a Pennsylvania limited partnership. 125. Timber Ridge Investment Limited Partnership, a Michigan limited partnership. 126. Toll Arbor Limited Partnership, a Michigan limited partnership. 127. Toll at Brier Creek Limited Partnership, a North Carolina limited partnership. 128. Toll at Daventry Park, L.P., an Ohio limited partnership. 129. Toll at Payne Ranch, L.P., a California limited partnership. 130. Toll at Potomac Woods L.P., a Virginia limited partnership. 131. Toll at Princeton Walk, L.P., a New Jersey limited partnership. 132. Toll at Westlake, L.P., a New Jersey limited partnership. 133. Toll at Whippoorwill, L.P., a New York limited partnership. 134. Toll Auburn Limited Partnership, a Michigan limited partnership. 135. Toll Bros. of Tennessee, L.P., a Tennessee limited partnership. 136. Toll Brothers Maryland II Limited Partnership, a Maryland limited partnership. 137. Toll CA, L.P., a California limited partnership. 138. Toll CA II, L.P., a California limited partnership. 139. Toll CA III, L.P., a California limited partnership. 140. Toll CA IV, L.P., a California limited partnership. 141. Toll CA V, L.P., a California limited partnership. 142. Toll CA VI, L.P., a California limited partnership. 143. Toll CO, L.P., a Colorado limited partnership. 144. Toll CT Limited Partnership, a Connecticut limited partnership. 145. Toll CT II Limited Partnership, a Connecticut limited partnership. 146. Toll CT Westport Limited Partnership, a Connecticut limited partnership. 147. Toll-Dublin, L.P., a California limited partnership. 148. Toll Fairlane Limited Partnership, a Michigan limited partnership. 149. Toll FL Limited Partnership, a Florida limited partnership. 150. Toll IL, L.P., an Illinois limited partnership. 151. Toll IL II, L.P., an Illinois limited partnership. 152. Toll Lake Village Limited Partnership, a Michigan limited partnership. 153. Toll Land Limited Partnership, a Connecticut limited partnership. 154. Toll Land IV Limited Partnership, a New Jersey limited partnership. 155. Toll Land V Limited Partnership, a New York limited partnership. 156. Toll Land VI Limited Partnership, a New York limited partnership. 157. Toll Land VII Limited Partnership, a New York limited partnership. 158. Toll Land VIII Limited Partnership, a New York limited partnership. 159. Toll Land IX Limited Partnership, a Virginia limited partnership. 160. Toll Land X Limited Partnership, a Virginia limited partnership. 161. Toll Land XI Limited Partnership, a New Jersey limited partnership. 162. Toll Land XII Limited Partnership, a New York limited partnership. 163. Toll Land XIII Limited Partnership, a New York limited partnership. 164. Toll Land XIV Limited Partnership, a New York limited partnership. 165. Toll Land XV Limited Partnership, a Virginia limited partnership. 166. Toll Land XVI Limited Partnership, a New Jersey limited partnership. 167. Toll Land XVII Limited Partnership, a Connecticut limited partnership. 168. Toll Land XVIII Limited Partnership, a Connecticut limited partnership. 169. Toll Land XIX Limited Partnership, a California limited partnership. 170. Toll Land XX Limited Partnership, a California limited partnership. 171. Toll Land XXI Limited Partnership, a Virginia limited partnership. 172. Toll Land XXII Limited Partnership, a California limited partnership. 173. Toll Land XXIII Limited Partnership, a California limited partnership. 174. Toll Land XXIV Limited Partnership, a Virginia limited partnership. 175. Toll Land XXV Limited Partnership, a New Jersey limited partnership. 176. Toll Land XXVI Limited Partnership, an Ohio limited partnership. 177. Toll Land XXVII Limited Partnership, a Delaware limited partnership. 178. Toll MD Limited Partnership, a Maryland limited partnership. 179. Toll MD II Limited Partnership, a Maryland limited partnership. 180. Toll MD III Limited Partnership, a Maryland limited partnership. 181. Toll MI Limited Partnership, a Michigan limited partnership. 182. Toll MI II Limited Partnership, a Michigan limited partnership. 183. Toll MI III Limited Partnership, a Michigan limited partnership. 184. Toll Naval Associates, a Pennsylvania general partnership. 185. Toll NH Limited Partnership, a New Hampshire limited partnership. 186. Toll NJ, L.P., a New Jersey limited partnership. 187. Toll NJ II, L.P., a New Jersey limited partnership. 188. Toll NJ III, L.P., a New Jersey limited partnership. 189. Toll NJ IV, L.P., a New Jersey limited partnership. 190. Toll NJ V, L.P., a New Jersey limited partnership. 191. Toll NJ VI, L.P., a New Jersey limited partnership. 192. Toll Northville Limited Partnership, a Michigan limited partnership. 193. Toll Northville Golf Limited Partnership, a Michigan limited partnership. 194. Toll NV Limited Partnership, a Nevada limited partnership. 195. Toll PA, L.P., a Pennsylvania limited partnership. 196. Toll PA II, L.P., a Pennsylvania limited partnership. 197. Toll PA III, L.P., a Pennsylvania limited partnership. 198. Toll PA IV, L.P., a Pennsylvania limited partnership. 199. Toll Peppertree, L.P., a New York limited partnership. 200. Toll Real Estate Holdings I Limited Partnership, a Michigan limited partnership. 201. Toll Real Estate Holdings II Limited Partnership, a Michigan limited partnership. 202. Toll Reston Associates, L.P., a Delaware limited partnership. 203. Toll RI, L.P., a Rhode Island limited partnership. 204. Toll SC, L.P., a South Carolina limited partnership. 205. Toll TX, L.P., a Texas limited partnership. 206. Toll TX II, L.P., a Texas limited partnership. 207. Toll VA, L.P., a Virginia limited partnership. 208. Toll VA II, L.P., a Virginia limited partnership. 209. Toll VA III, L.P., a Virginia limited partnership. 210. Toll VA IV, L.P., a Virginia limited partnership. 211. Toll Village of Northville Limited Partnership, a Michigan limited partnership. 212. Toll YL, L.P., a California limited partnership. 213. Trumbull Hunt Limited Partnership, a Connecticut limited partnership. 214. Uwchlan Woods, L.P., a Pennsylvania limited partnership. 215. Valley Forge Woods, L.P., a Pennsylvania limited partnership. 216. Valley View Estates Limited Partnership, a Massachusetts limited partnership. 217. Vista Del Verde, L.P., a California limited partnership. 218. Waldon Preserve Limited Partnership, a Michigan limited partnership. 219. Warwick Greene, L.P., a Pennsylvania limited partnership. 220. Warwick Woods, L.P., a Pennsylvania limited partnership. 221. Washington Greene Development, L.P., a New Jersey limited partnership. 222. West Amwell Limited Partnership, a New Jersey limited partnership. 223. Whiteland Woods, L.P., a Pennsylvania limited partnership. 224. Wichita Chase, L.P., a Texas limited partnership. 225. Willowdale Crossing, L.P., a Pennsylvania limited partnership. 226. Wilson Concord, L.P., a Tennessee limited partnership. 227. Woodbury Estates, L.P., a New Jersey limited partnership. 228. The Woods at Highland Lakes, L.P., an Ohio limited partnership. 229. The Woods at Long Valley, L.P., a New Jersey limited partnership. 230. The Woods at Muddy Branch Limited Partnership, a Maryland limited partnership. 231. Wrightstown Hunt, L.P., a Pennsylvania limited partnership. 232. Yardley Estates, L.P., a Pennsylvania limited partnership. C. Finance Partnerships. 1. Toll Brothers Finance Co., a New Jersey general partnership. 2. TBI Finance Co. II, a New Jersey general partnership. D. Business Trust. 1. First Brandywine Business Trust, a Delaware business trust. F. Limited Liability Companies 1. Belmont Country Club I LLC, a Virginia limited liability company. 2. Belmont Country Club II LLC, a Virginia limited liability company. 3. Big Branch Overlook L.L.C., a Maryland limited liability company. 4. Brier Creek Country Club I LLC, a North Carolina limited liability company. 5. Brier Creek Country Club II LLC, a North Carolina limited liability company. 6. Creeks Farm L.L.C., a Maryland limited liability company. 7. Dominion Valley Country Club I LLC, a Virginia limited liability company. 8. Dominion Valley Country Club II LLC, a Virginia limited liability company. 9. DTB Land Development, L.L.C., an Arizona limited liability company. 10. Edmunds-Grayhawk Construction L.L.C., an Arizona limited liability company. 11. Edmunds-Sincuidados Construction L.L.C., an Arizona limited liability company. 12. Edmunds-Toll AZ L.L.C., a Delaware limited liability company. 13. FC Investments I LLC, a Massachusetts limited liability company. 14. FC Investments II LLC, a Massachusetts limited liability company. 15. Feys Property LLC, a Maryland limited liability company. 16. First Brandywine LLC I, a Delaware limited liability company. 17. First Brandywine LLC II, a Delaware limited liability company. 18. Frenchman's Reserve Realty, LLC, a Florida limited liability company. 19. Heritage of Auburn Hills, L.L.C., a Michigan limited liability company. 20. High Pointe at Hopewell, LLC, a New Jersey limited liability company. 21. HOA Broadband I, LLC, a Delaware limited liability company. 22. HOA Broadband II, LLC, a Delaware limited liability company. 23. Hunt's Bluff LLC, a Maryland limited liability company. 24. KTM Venture, LLC, an Illinois limited liability company. 25. Lake Village of Fairlane LLC, a Michigan limited liability company. 26. Lake Village of Rochester Hills LLC, a Michigan limited liability company. 27. Mizner Realty, L.L.C., a Florida limited liability company. 28. Naples Lakes Country Club, L.L.C., a Florida limited liability company. 29. Naples TBI Realty, LLC, a Florida limited liability company. 30. Northville Hills Golf Club L.L.C., a Michigan limited liability company. 31. Northville Lake Village Apartments Limited Liability Company, a Michigan limited liability company. 32. Nosan & Silverman Homes L.L.C., a Michigan limited liability company. 33. Palm Cove Golf & Yacht Club I LLC, a Florida limited liability company. 34. Palm Cove Golf & Yacht Club II LLC, a Florida limited liability company. 35. Sapling Ridge, LLC, a Maryland limited liability company. 36. Silverman Equities No. 10, L.L.C., a Michigan limited liability company. 37. Toll Brothers Realty Michigan II LLC, a Michigan limited liability company. 38. Toll-Dublin, LLC, a California limited liability company. 39. Toll Equipment, L.L.C., a Delaware limited liability company. 40. Toll Landscape, L.L.C., a Delaware limited liability company. 41. Toll NJ I, L.L.C., a New Jersey limited liability company. 42. Toll NJ II, L.L.C., a New Jersey limited liability company. 43. Toll NJ X, LLC, a New Jersey limited liability company. 44. Toll Nursery, L.L.C., a Delaware limited liability company. 45. Toll Brothers Realty Michigan II, L.L.C., a Michigan limited liability company. 46. Toll Reston Associates, L.L.C., a Delaware limited liability company. 47. Toll Technology Investments, L.L.C., a Delaware limited liability company. 48. Toll Turf Management, L.L.C., a Delaware limited liability company. 49. Toll VA L.L.C., a Delaware limited liability company. 50. Toll VA III L.L.C., a Virginia limited liability company. 51. Town Suites LLC, a Michigan limited liability company. 52. Virginia Construction Co. I, LLC, a Virginia limited liability company 53. Virginia Construction Co. II, LLC, a Virginia limited liability company 54. West Lake Village, L.L.C., a New Jersey limited liability company. 1 EX-23 9 exhibit23.txt EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-60180) pertaining to the Amended and Restated Stock Option Plan (1986), the Registration Statement (Form S-8 No. 33-16250) pertaining to the Amended and Restated Stock Purchase Plan, the Registration Statement (Form S-8 No. 33-60285) pertaining to the Key Executives and Non-Employee Directors Stock Option Plan (1993), as amended, the Registration Statements (Form S-8 No. 33-60289 and No. 333-69274) pertaining to the Stock Option and Incentive Stock Plan (1995), the Registration Statement (Form S-8 No. 333-57645) pertaining to the Stock Incentive Plan (1998), and the Registration Statements (Form S-3 No. 333- 91773, No. 333-91773-01, No. 333-91773-02, and No. 333-91773-03), of Toll Brothers, Inc., Toll Corp., First Huntingdon Finance Corp., and Toll Finance Corp. and in the related Prospectus of our report dated December 11, 2001, with respect to the consolidated financial statements and schedule of Toll Brothers, Inc. included in this Annual Report (Form 10-K) for the year ended October 31, 2001. /s/ Ernst & Young LLP Philadelphia, Pennsylvania January 4, 2002 -----END PRIVACY-ENHANCED MESSAGE-----