. Revised Supplemental Guarantor Information

A 100% owned subsidiary of the Company, Toll Brothers Finance Corp. (the “Subsidiary Issuer”), has issued the following Senior Notes (amounts in thousands):



	Original Amount Issued		Amount outstanding at October 31, 2012
6.875% Senior Notes due 2012	$	300,000	$	59,068
5.95% Senior Notes due 2013	$	250,000	$	104,785
4.95% Senior Notes due 2014	$	300,000	$	267,960
5.15% Senior Notes due 2015	$	300,000	$	300,000
8.91% Senior Notes due 2017	$	400,000	$	400,000
6.75% Senior Notes due 2019	$	250,000	$	250,000
5.875% Senior Notes due 2022	$	419,876	$	419,876
0.50% Exchangeable Senior Notes due 2032	$	287,500	$	287,500

The obligations of the Subsidiary Issuer to pay principal, premiums, if any, and interest is guaranteed jointly and severally on a senior basis by the Company and a majority of the Company’s 100% owned home building subsidiaries (the “Guarantor Subsidiaries”). The guarantees are full and unconditional. The Company’s non-home building subsidiaries and several of its home building subsidiaries (the “Non-Guarantor Subsidiaries”) do not guarantee the debt. The Subsidiary Issuer generates no operating revenues and does not have any independent operations other than the financing of other subsidiaries of the Company by lending the proceeds from the above described debt issuances.

Separate financial statements and other disclosures concerning the Guarantor Subsidiaries are not presented because management has determined that such disclosures would not be material to investors. Prior to the above described senior debt issuances, the Subsidiary Issuer did not have any operations.

As of April 30, 2013, certain Non-Guarantor Subsidiaries became Guarantor Subsidiaries. This change in status has been retrospectively reflected in the accompanying consolidating financial statements.

The consolidating financial statements have been revised in order to (i) retrospectively reflect the transfer of the balance sheets, statements of operations and cash flows of certain non-guarantor subsidiaries to guarantor subsidiaries as a result of such entities becoming guarantor subsidiaries as of April 30, 2013 and the reclassification of guarantor and non-guarantor intercompany advances and equity balances with corresponding offsets in the elimination column, (ii) revise the presentation of cash flows from operating activities, financing activities and investing activities in the consolidating statements of cash flows for the years ended October 31, 2012, 2011 and 2010 to reflect intercompany activity, which had previously been included in cash flow from operating activities, as cash flow from investing activities and cash flow from financing activities, and (iii) present the line entitled “Interest expense” as a separate line below the line entitled “Income (loss) from operations" and include lines for other comprehensive income (loss) and total comprehensive income (loss) in each of the consolidating statements of operations presented.

Summary financial information related to the transfer of certain Non-Guarantor Subsidiaries to Guarantor Subsidiaries and the reclassification of guarantor and non-guarantor intercompany advances and equity balances, resulting in a decrease in Non-Guarantor Subsidiaries amounts, is presented below (amounts in thousands).



	October 31, 2012		October 31, 2011
Inventory	$	168,218	$	429,130
Investments in and advances to unconsolidated entities	$	110,014	$	—
Total assets	$	282,638	$	463,592
Loans payable	$	30,424	$	44,562
Intercompany advances	$	239,301	$	248,429
Total liabilities	$	277,741	$	366,184
Equity	$	4,897	$	97,408



	For the years ended October 31,
	2012		2011			2010
Revenue	$	22,269	$	56,999		$	51,867
Operating income (loss)	$	6,923	$	(4,830	)	$	(13,292	)
Income (loss) before income taxes	$	3,545	$	(31,927	)	$	1,272

Following are reconciliations of the amounts previously reported to the revised amounts as stated in the following components of the revised consolidating statements of cash flows for the years ended October 31, 2012, 2011 and 2010.

For the year ended October 31, 2012



	As Previously Reported			Reclassification of intercompany activity			Change in status from Non-Guarantor to Guarantor			As Revised
Cash flow (used in) provided by operating activities:
Net cash (used in) provided by operating activities
Toll Brothers, Inc.	$	(39,018	)	$	43,383		$	—		$	4,365
Subsidiary Issuer	$	(578,696	)	$	584,260		$	—		$	5,564
Guarantor Subsidiaries	$	243,789		$	(460,632	)	$	109,684		$	(107,159	)
Non-Guarantor Subsidiaries	$	204,963		$	(164,302	)	$	(109,684	)	$	(69,023	)
Elimination	$	—		$	(2,709	)	$	—		$	(2,709	)

Cash flow (used in) provided by investing activities:
Intercompany advances
Toll Brothers, Inc.	$	—		$	(43,383	)	$	—		$	(43,383	)
Subsidiary Issuer	$	—		$	(584,260	)	$	—		$	(584,260	)
Guarantor Subsidiaries	$	—		$	—		$	—		$	—
Non-Guarantor Subsidiaries	$	—		$	—		$	—		$	—
Elimination	$	—		$	627,643		$	—		$	627,643

Net cash used in investing activities
Toll Brothers, Inc.	$	—		$	(43,383	)	$	—		$	(43,383	)
Subsidiary Issuer	$	—		$	(584,260	)	$	—		$	(584,260	)
Guarantor Subsidiaries	$	(280,914	)	$	—		$	(109,145	)	$	(390,059	)
Non-Guarantor Subsidiaries	$	(282,207	)	$	—		$	109,145		$	(173,062	)
Elimination	$	—		$	627,643		$	—		$	627,643

Cash flow provided by (used in) financing activities:
Intercompany advances
Toll Brothers, Inc.	$	—		$	—		$	—		$	—
Subsidiary Issuer	$	—		$	—		$	—		$	—
Guarantor Subsidiaries	$	—		$	460,632		$	—		$	460,632
Non-Guarantor Subsidiaries	$	—		$	164,302		$	—		$	164,302
Elimination	$	—		$	(624,934	)	$	—		$	(624,934	)

Net cash used in financing activities
Toll Brothers, Inc.	$	39,018		$	—		$	—		$	39,018
Subsidiary Issuer	$	578,696		$	—		$	—		$	578,696
Guarantor Subsidiaries	$	(26,800	)	$	460,632		$	(1,602	)	$	432,230
Non-Guarantor Subsidiaries	$	13,653		$	164,302		$	1,602		$	179,557
Elimination	$	—		$	(624,934	)	$	—		$	(624,934	)

For the year ended October 31, 2011



	As Previously Reported			Reclassification of intercompany activity			Change in status from Non-Guarantor to Guarantor			As Revised
Cash flow provided by (used in) operating activities:
Net cash provided by (used in) operating activities
Toll Brothers, Inc.	$	23,571		$	76,997		$	—		$	100,568
Subsidiary Issuer	$	58,837		$	(53,558	)	$	—		$	5,279
Guarantor Subsidiaries	$	(116,596	)	$	(118,133	)	$	5,981		$	(228,748	)
Non-Guarantor Subsidiaries	$	87,038		$	94,686		$	(5,981	)	$	175,743
Elimination	$	—		$	8		$	—		$	8

Cash flow (used in) provided by investing activities:
Intercompany advances
Toll Brothers, Inc.	$	—		$	(76,997	)	$	—		$	(76,997	)
Subsidiary Issuer	$	—		$	53,558		$	—		$	53,558
Guarantor Subsidiaries	$	—		$	—		$	—		$	—
Non-Guarantor Subsidiaries	$	—		$	—		$	—		$	—
Elimination	$	—		$	23,439		$	—		$	23,439

Net cash (used in) provided by investing activities
Toll Brothers, Inc.	$	—		$	(76,997	)	$	—		$	(76,997	)
Subsidiary Issuer	$	—		$	53,558		$	—		$	53,558
Guarantor Subsidiaries	$	(26,902	)	$	—		$	536		$	(26,366	)
Non-Guarantor Subsidiaries	$	(47,568	)	$	—		$	(536	)	$	(48,104	)
Elimination	$	—		$	23,439		$	—		$	23,439

Cash flow (used in) provided by financing activities:
Intercompany advances
Toll Brothers, Inc.	$	—		$	—		$	—		$	—
Subsidiary Issuer	$	—		$	—		$	—		$	—
Guarantor Subsidiaries	$	—		$	118,133		$	—		$	118,133
Non-Guarantor Subsidiaries	$	—		$	(94,686	)	$	—		$	(94,686	)
Elimination	$	—		$	(23,447	)	$	—		$	(23,447	)

Net cash (used in) provided by financing activities
Toll Brothers, Inc.	$	(23,571	)	$	—		$	—		$	(23,571	)
Subsidiary Issuer	$	(58,837	)	$	—		$	—		$	(58,837	)
Guarantor Subsidiaries	$	(11,589	)	$	118,133		$	(4,823	)	$	101,721
Non-Guarantor Subsidiaries	$	(17,103	)	$	(94,686	)	$	4,823		$	(106,966	)
Elimination	$	—		$	(23,447	)	$	—		$	(23,447	)

For the year ended October 31, 2010



	As Previously Reported			Reclassification of intercompany activity			Change in status from Non-Guarantor to Guarantor			As Revised
Cash flow (used in) provided by operating activities:
Net cash (used in) provided by operating activities
Toll Brothers, Inc.	$	(11,955	)	$	53,778		$	—		$	41,823
Subsidiary Issuer	$	46,114		$	(36,428	)	$	—		$	9,686
Guarantor Subsidiaries	$	(228,164	)	$	170,607		$	61,564		$	4,007
Non-Guarantor Subsidiaries	$	47,721		$	(187,656	)	$	(61,564	)	$	(201,499	)
Elimination	$	—		$	(301	)	$	—		$	(301	)

Cash flow (used in) provided by investing activities:
Intercompany advances
Toll Brothers, Inc.	$	—		$	(53,778	)	$	—		$	(53,778	)
Subsidiary Issuer	$	—		$	36,428		$	—		$	36,428
Guarantor Subsidiaries	$	—		$	—		$	—		$	—
Non-Guarantor Subsidiaries	$	—		$	—		$	—		$	—
Elimination	$	—		$	17,350		$	—		$	17,350

Net cash (used in) provided by investing activities
Toll Brothers, Inc.	$	—		$	(53,778	)	$	—		$	(53,778	)
Subsidiary Issuer	$	—		$	36,428		$	—		$	36,428
Guarantor Subsidiaries	$	(121,509	)	$	—		$	(751	)	$	(122,260	)
Non-Guarantor Subsidiaries	$	(29,873	)	$	—		$	751		$	(29,122	)
Elimination	$	—		$	17,350		$	—		$	17,350

Cash flow (used in) provided by financing activities:
Intercompany advances
Toll Brothers, Inc.	$	—		$	—		$	—		$	—
Subsidiary Issuer	$	—		$	—		$	—		$	—
Guarantor Subsidiaries	$	—		$	(170,607	)	$	—		$	(170,607	)
Non-Guarantor Subsidiaries	$	—		$	187,656		$	—		$	187,656
Elimination	$	—		$	(17,049	)	$	—		$	(17,049	)

Net cash (used in) provided by financing activities
Toll Brothers, Inc.	$	11,955		$	—		$	—		$	11,955
Subsidiary Issuer	$	(46,114	)	$	—		$	—		$	(46,114	)
Guarantor Subsidiaries	$	(420,291	)	$	(170,607	)	$	(62,214	)	$	(653,112	)
Non-Guarantor Subsidiaries	$	(16,542	)	$	187,656		$	62,214		$	233,328
Elimination	$	—		$	(17,049	)	$	—		$	(17,049	)

Supplemental consolidating financial information of Toll Brothers, Inc., the Subsidiary Issuer, the Guarantor Subsidiaries, the Non-Guarantor Subsidiaries and the eliminations to arrive at Toll Brothers, Inc. on a consolidated basis is presented below ($ amounts in thousands).

Revised Consolidating Balance Sheet at October 31, 2012



	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Consolidated
ASSETS
Cash and cash equivalents	—		—		712,024		66,800		—		778,824
Marketable securities					378,858		60,210				439,068
Restricted cash	28,268				17,561		1,447				47,276
Inventory					3,695,895		65,292				3,761,187
Property, construction and office equipment, net					103,206		3,008				106,214
Receivables, prepaid expenses and other assets	134		15,130		79,949		64,543		(11,441	)	148,315
Mortgage loans receivable							86,386				86,386
Customer deposits held in escrow					27,312		2,267				29,579
Investments in and advances to unconsolidated entities					180,159		150,458				330,617
Investments in non-performing loan portfolios and foreclosed real estate							95,522				95,522
Investments in and advances to consolidated entities	2,816,607		2,092,810		4,740				(4,914,157	)	—
Deferred tax assets, net of valuation allowances	358,056										358,056
	3,203,065		2,107,940		5,199,704		595,933		(4,925,598	)	6,181,044
LIABILITIES AND EQUITY
Liabilities
Loans payable					99,817						99,817
Senior notes			2,032,335						48,128		2,080,463
Mortgage company warehouse loan							72,664				72,664
Customer deposits					142,919		58				142,977
Accounts payable					99,889		22				99,911
Accrued expenses			27,476		344,555		115,922		(11,603	)	476,350
Advances from consolidated entities					1,341,189		393,195		(1,734,384	)	—
Income taxes payable	80,991										80,991
Total liabilities	80,991		2,059,811		2,028,369		581,861		(1,697,859	)	3,053,173
Equity
Stockholders’ equity
Common stock	1,687				48		3,006		(3,054	)	1,687
Additional paid-in capital	404,418		49,400				1,734		(51,134	)	404,418
Retained earnings (deficits)	2,721,397		(1,271	)	3,171,654		3,168		(3,173,551	)	2,721,397
Treasury stock, at cost	(983	)									(983	)
Accumulated other comprehensive loss	(4,445	)			(367	)	(7	)			(4,819	)
Total stockholders’ equity	3,122,074		48,129		3,171,335		7,901		(3,227,739	)	3,121,700
Noncontrolling interest							6,171				6,171
Total equity	3,122,074		48,129		3,171,335		14,072		(3,227,739	)	3,127,871
	3,203,065		2,107,940		5,199,704		595,933		(4,925,598	)	6,181,044

Revised Consolidating Balance Sheet at October 31, 2011



	Toll Brothers, Inc.		Subsidiary Issuer	Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Consolidated
ASSETS
Cash and cash equivalents	—		—	777,012		129,328		—		906,340
Marketable securities				233,572						233,572
Restricted cash				19,084		676				19,760
Inventory				3,340,341		76,382				3,416,723
Property, construction and office equipment, net				96,554		3,158				99,712
Receivables, prepaid expenses and other assets			6,768	88,177		12,870		(2,239	)	105,576
Mortgage loans receivable						63,175				63,175
Customer deposits held in escrow				10,682		4,177				14,859
Investments in and advances to unconsolidated entities				86,481		39,874				126,355
Investments in non-performing loan portfolios and foreclosed real estate						69,174				69,174
Investments in and advances to consolidated entities	2,692,715		1,508,550	4,747				(4,206,012	)	—
	2,692,715		1,515,318	4,656,650		398,814		(4,208,251	)	5,055,246
LIABILITIES AND EQUITY
Liabilities
Loans payable				106,556						106,556
Senior notes			1,490,972							1,490,972
Mortgage company warehouse loan						57,409				57,409
Customer deposits				83,563		261				83,824
Accounts payable				96,645		172				96,817
Accrued expenses			24,346	383,039		115,947		(2,281	)	521,051
Advances from consolidated entities				897,264		228,893		(1,126,157	)	—
Income taxes payable	106,066									106,066
Total liabilities	106,066		1,515,318	1,567,067		402,682		(1,128,438	)	2,462,695
Equity
Stockholders’ equity
Common stock	1,687			3,054		2,003		(5,057	)	1,687
Additional paid-in capital	400,382			1,366		2,734		(4,100	)	400,382
Retained earnings (deficits)	2,234,251			3,085,459		(14,803	)	(3,070,656	)	2,234,251
Treasury stock, at cost	(47,065	)								(47,065	)
Accumulated other comprehensive loss	(2,606	)		(296	)					(2,902	)
Total stockholders’ equity	2,586,649		—	3,089,583		(10,066	)	(3,079,813	)	2,586,353
Noncontrolling interest						6,198				6,198
Total equity	2,586,649		—	3,089,583		(3,868	)	(3,079,813	)	2,592,551
	2,692,715		1,515,318	4,656,650		398,814		(4,208,251	)	5,055,246

Revised Consolidating Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended October 31, 2012



	Toll Brothers, Inc.			Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Consolidated
Revenues						1,903,177		57,581		(77,977	)	1,882,781
Cost of revenues						1,541,937		10,597		(20,439	)	1,532,095
Selling, general and administrative	95			2,965		309,923		38,424		(64,150	)	287,257
	95			2,965		1,851,860		49,021		(84,589	)	1,819,352
Income (loss) from operations	(95	)		(2,965	)	51,317		8,560		6,612		63,429
Other:
Income from unconsolidated entities						18,342		5,250				23,592
Other income - net	1,327					20,032		10,181		(5,619	)	25,921
Intercompany interest income				116,835						(116,835	)	—
Interest expense				(115,141	)			(701	)	115,842		—
Income from consolidated subsidiaries	111,710					22,019				(133,729	)	—
Income (loss) before income taxes	112,942			(1,271	)	111,710		23,290		(133,729	)	112,942
Income tax (benefit) provision	(374,204	)				25,515		5,319		(30,834	)	(374,204	)
Net income (loss)	487,146			(1,271	)	86,195		17,971		(102,895	)	487,146
Other comprehensive loss	(1,839	)	Toll Brothers, Inc. (the “Company”) is filing this Amendment No.1 on Form 10-K/A (the “Form 10-K/A”) to its Annual Report on Form 10-K for the fiscal year ended October 31, 2012, filed with the Securities and Exchange Commission on December 28, 2012 (the “Original Filing”), for the purpose of revising certain financial statements and footnotes contained in Part II, Item 8 as described below, making related updates to Part II, Item 9A to address the impact of the revised financial statements and footnotes on the Chief Executive Officer and Chief Financial Officer's original conclusions regarding the effectiveness of the Company's disclosure controls and procedures and internal control over financial reporting, and making corresponding revisions to the Interactive Data File included in the Original Filing as Exhibit 101. Part IV of the Original Filing has also been amended to contain currently dated certifications, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, and a currently dated auditor's consent.			(71	)	(7	)			(1,917	)
Total comprehensive income (loss)	485,307			(1,271	)	86,124		17,964		(102,895	)	485,229

Revised Consolidating Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended October 31, 2011



	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Consolidated
Revenues					1,502,147		48,365		(74,631	)	1,475,881
Cost of revenues					1,274,173		4,314		(17,717	)	1,260,770
Selling, general and administrative	137		1,345		279,131		33,605		(52,863	)	261,355
	137		1,345		1,553,304		37,919		(70,580	)	1,522,125
(Loss) income from operations	(137	)	(1,345	)	(51,157	)	10,446		(4,051	)	(46,244	)
Other:
(Loss) income from unconsolidated entities					(18,905	)	17,711				(1,194	)
Other income (loss) - net					15,784		(1,359	)	8,978		23,403
Intercompany interest income			108,776						(108,776	)	—
Interest expense			(103,604	)	(1,504	)	(245	)	103,849		(1,504	)
Expenses related to early retirement of debt			(3,827	)							(3,827	)
(Loss) income from consolidated subsidiaries	(29,229	)			26,553				2,676		—
(Loss) income before income taxes	(29,366	)	—		(29,229	)	26,553		2,676		(29,366	)
Income tax (benefit) provision	(69,161	)			(68,837	)	62,536		6,301		(69,161	)
Net income (loss)	39,795		—		39,608		(35,983	)	(3,625	)	39,795
Other comprehensive loss	(1,934	)			(192	)					(2,126	)
Total comprehensive income (loss)	37,861		—		39,416		(35,983	)	(3,625	)	37,669

Revised Consolidating Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended October 31, 2010



	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Consolidated
Revenues					1,520,545		28,461		(54,235	)	1,494,771
Cost of revenues					1,388,106		3,564		(15,112	)	1,376,558
Selling, general and administrative	77		1,365		264,000		19,897		(22,115	)	263,224
	77		1,365		1,652,106		23,461		(37,227	)	1,639,782
(Loss) income from operations	(77	)	(1,365	)	(131,561	)	5,000		(17,008	)	(145,011	)
Other:
Income from unconsolidated entities					16,886		6,584				23,470
Other income - net					5,890		3,624		18,799		28,313
Intercompany interest income			108,520						(108,520	)	—
Interest expense			(106,411	)	(22,751	)	(318	)	106,729		(22,751	)
Expenses related to early retirement of debt			(744	)	(464	)					(1,208	)
(Loss) income from consolidated subsidiaries	(117,110	)			14,890				102,220		—
(Loss) income before income taxes	(117,187	)	—		(117,110	)	14,890		102,220		(117,187	)
Income tax (benefit) provision	(113,813	)			(113,739	)	14,461		99,278		(113,813	)
Net (loss) income	(3,374	)	—		(3,371	)	429		2,942		(3,374	)
Other comprehensive income	1,986				74						2,060
Total comprehensive (loss) income	(1,388	)	—		(3,297	)	429		2,942		(1,314	)

Revised Consolidating Statement of Cash Flows for the fiscal year ended October 31, 2012



	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Consolidated
Net cash (used in) provided by operating activities	4,365		5,564		(107,159	)	(69,023	)	(2,709	)	(168,962	)
Cash flow (used in) provided by investing activities:
Purchase of property and equipment — net					(14,586	)	91				(14,495	)
Purchase of marketable securities					(519,737	)	(60,221	)			(579,958	)
Sale and redemption of marketable securities					368,253						368,253
Investment in and advances to unconsolidated entities					(113,651	)	(103,509	)			(217,160	)
Return of investments in unconsolidated entities					34,408		3,960				38,368
Investment in non-performing loan portfolios and foreclosed real estate							(30,090	)			(30,090	)
Return of investments in non-performing loan portfolios and foreclosed real estate							16,707				16,707
Acquisition of a business					(144,746	)					(144,746	)
Intercompany advances	(43,383	)	(584,260	)					627,643		—
Net cash used in investing activities	(43,383	)	(584,260	)	(390,059	)	(173,062	)	627,643		(563,121	)
Cash flow provided by (used in) financing activities:
Net proceeds from issuance of senior notes			578,696								578,696
Proceeds from loans payable							1,002,934				1,002,934
Principal payments of loans payable					(28,402	)	(987,679	)			(1,016,081	)
Proceeds from stock-based benefit plans	33,747										33,747
Excess tax benefits from stock-based compensation	5,776										5,776
Purchase of treasury stock	(505	)									(505	)
Intercompany advances					460,632		164,302		(624,934	)	—
Net cash provided by financing activities	39,018		578,696		432,230		179,557		(624,934	)	604,567
Net decrease in cash and cash equivalents	—		—		(64,988	)	(62,528	)	—		(127,516	)
Cash and cash equivalents, beginning of year	—		—		777,012		129,328		—		906,340
Cash and cash equivalents, end of year	—		—		712,024		66,800		—		778,824

Revised Consolidating Statement of Cash Flows for the fiscal year ended October 31, 2011



	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Consolidated
Net cash provided by (used in) operating activities	100,568		5,279		(228,748	)	175,743		8		52,850
Cash flow (used in) provided by investing activities:
Purchase of property and equipment — net					(6,122	)	(3,431	)			(9,553	)
Purchase of marketable securities					(452,864	)					(452,864	)
Sale and redemption of marketable securities					408,831						408,831
Investment in and advances to unconsolidated entities					(70	)	(62	)			(132	)
Return of investments in unconsolidated entities					23,859		19,450				43,309
Investment in non-performing loan portfolios and foreclosed real estate							(66,867	)			(66,867	)
Return of investments in non-performing loan portfolios and foreclosed real estate							2,806				2,806
Intercompany advances	(76,997	)	53,558						23,439		—
Net cash (used in) provided by investing activities	(76,997	)	53,558		(26,366	)	(48,104	)	23,439		(74,470	)
Cash flow (used in) provided by financing activities:
Proceeds from loans payable							921,251				921,251
Principal payments of loans payable					(16,412	)	(936,209	)			(952,621	)
Redemption of senior notes			(58,837	)							(58,837	)
Proceeds from stock-based benefit plans	25,531										25,531
Purchase of treasury stock	(49,102	)									(49,102	)
Change in noncontrolling interest							2,678				2,678
Intercompany advances					118,133		(94,686	)	(23,447	)	—
Net cash (used in) provided financing activities	(23,571	)	(58,837	)	101,721		(106,966	)	(23,447	)	(111,100	)
Net (decrease) increase in cash and cash equivalents	—		—		(153,393	)	20,673		—		(132,720	)
Cash and cash equivalents, beginning of year	—		—		930,405		108,655		—		1,039,060
Cash and cash equivalents, end of year	—		—		777,012		129,328		—		906,340

Revised Consolidating Statement of Cash Flows for the fiscal year ended October 31, 2010



	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Consolidated
Net cash (used in) provided by operating activities	41,823		9,686		4,007		(201,499	)	(301	)	(146,284	)
Cash flow (used in) provided by investing activities:
Purchase of property and equipment — net					(4,826	)	(4	)			(4,830	)
Purchase of marketable securities					(157,962	)					(157,962	)
Sale and redemption of marketable securities					60,000						60,000
Investment in and advances to unconsolidated entities					(29,168	)	(29,118	)			(58,286	)
Return of investments in unconsolidated entities					9,696						9,696
Intercompany advances	(53,778	)	36,428						17,350		—
Net cash (used in) provided by investing activities	(53,778	)	36,428		(122,260	)	(29,122	)	17,350		(151,382	)
Cash flow (used in) provided by financing activities:
Proceeds from loans payable					219		927,014				927,233
Principal payments of loans payable					(434,852	)	(881,662	)			(1,316,514	)
Redemption of senior subordinated notes					(47,872	)					(47,872	)
Redemption of senior notes			(46,114	)							(46,114	)
Proceeds from stock-based benefit plans	7,589										7,589
Excess tax benefits from stock-based compensation	4,954										4,954
Purchase of treasury stock	(588	)									(588	)
Change in noncontrolling interest							320				320
Intercompany advances					(170,607	)	187,656		(17,049	)	—
Net cash (used in) provided by financing activities	11,955		(46,114	)	(653,112	)	233,328		(17,049	)	(470,992	)
Net (decrease) increase in cash and cash equivalents	—		—		(771,365	)	2,707		—		(768,658	)
Cash and cash equivalents, beginning of year	—		—		1,701,770		105,948		—		1,807,718
Cash and cash equivalents, end of year	—		—		930,405		108,655		—		1,039,060