. 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, 2013
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
4.375% Senior Notes due 2023	$	400,000	$	400,000

The obligations of the Subsidiary Issuer to pay principal, premiums, if any, and interest are guaranteed jointly and severally on a senior basis by the Company and substantially all 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 (together, 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.

The condensed consolidating balance sheet at October 31, 2012 has been revised in order to reflect an inventory reclass between Guarantor Subsidiaries and Non-Guarantor subsidiaries of $44.3 million as of October 31, 2012 as a result of an error made when certain non-guarantor subsidiaries became guarantor subsidiaries as of April 30, 2013. This change has no impact or effect on Toll Brothers, Inc.'s consolidated financial statements for any period presented, including the Consolidated Balance Sheets, Statements of Operations, Statements of Comprehensive Income, or Statements of Cash Flows.

The table below provides information regarding the correction made to the previously reported fiscal 2012 condensed consolidating balance sheet. The Increase/Decrease column also includes reclassifications made in order to conform the 2012 condensed consolidating balance sheet to the fiscal 2013 presentation related to (i) the reclassification of $28.5 million of land inventory primarily related to commercial properties located in two of its master planned communities to receivables, prepaid expenses and other assets (see Note 3, "Inventory") and (ii) the reclassification of $3.8 million of in-process fixed asset project costs from receivables, prepaid expenses and other assets to property, construction and office equipment. The condensed consolidating statements of cash flows for the years ended October 31, 2012 and 2011, have also been revised to reflect these changes.



	As previously reported		Increase (Decrease)			As reclassified
Inventory
Guarantor Subsidiaries	$	3,695,895	$	15,784		$	3,711,679
Non-Guarantor Subsidiaries	$	65,292	$	(44,268	)	$	21,024

Property, construction and office equipment, net
Guarantor Subsidiaries	$	103,206	$	3,757		$	106,963

Receivables, prepaid and other assets
Guarantor Subsidiaries	$	79,949	$	22,460		$	102,409
Non-Guarantor Subsidiaries	$	64,543	$	2,267		$	66,810

Customer deposits held in escrow
Guarantor Subsidiaries	$	27,312	$	2,267		$	29,579
Non-Guarantor Subsidiaries	$	2,267	$	(2,267	)	$	—

Total assets
Guarantor Subsidiaries	$	5,199,704	$	44,268		$	5,243,972
Non-Guarantor Subsidiaries	$	595,933	$	(44,268	)	$	551,665

Advances from consolidated entities
Guarantor Subsidiaries	$	1,341,189	$	44,268		$	1,385,457
Non-Guarantor Subsidiaries	$	393,195	$	(44,268	)	$	348,927

Total liabilities
Guarantor Subsidiaries	$	2,028,369	$	44,268		$	2,072,637
Non-Guarantor Subsidiaries	$	581,861	$	(44,268	)	$	537,593

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).

Consolidating Balance Sheet at October 31, 2013



	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Consolidated
ASSETS
Cash and cash equivalents	—		—		670,102		102,870		—		772,972
Marketable securities					42,491		10,017				52,508
Restricted cash	15,182				16,007		847				32,036
Inventory					4,625,252		25,160				4,650,412
Property, construction and office equipment, net					116,809		14,511				131,320
Receivables, prepaid expenses and other assets	33		15,675		101,321		131,701		(19,435	)	229,295
Mortgage loans receivable							113,517				113,517
Customer deposits held in escrow					46,888						46,888
Investments in and advances to unconsolidated entities					175,159		227,974				403,133
Investments in distressed loans							36,374				36,374
Investments in foreclosed real estate							72,972				72,972
Investments in and advances to consolidated entities	3,113,203		2,334,503		4,740				(5,452,446	)	—
Deferred tax assets, net of valuation allowances	286,032										286,032
	3,414,450		2,350,178		5,798,769		735,943		(5,471,881	)	6,827,459
LIABILITIES AND EQUITY
Liabilities
Loans payable					107,222						107,222
Senior notes			2,282,719						38,723		2,321,442
Mortgage company warehouse loan							75,000				75,000
Customer deposits					212,669						212,669
Accounts payable					167,733		54				167,787
Accrued expenses			25,045		355,590		161,402		(19,050	)	522,987
Investments in and advances to consolidated entities					1,627,130		467,929		(2,095,059	)	—
Income taxes payable	81,188										81,188
Total liabilities	81,188		2,307,764		2,470,344		704,385		(2,075,386	)	3,488,295
Equity
Stockholders’ equity
Common stock	1,694				48		3,006		(3,054	)	1,694
Additional paid-in capital	441,677		49,400				1,734		(51,134	)	441,677
Retained earnings	2,892,003		(6,986	)	3,328,629		20,664		(3,342,307	)	2,892,003
Treasury stock, at cost											—
Accumulated other comprehensive loss	(2,112	)			(252	)	(23	)			(2,387	)
Total stockholders’ equity	3,333,262		42,414		3,328,425		25,381		(3,396,495	)	3,332,987
Noncontrolling interest							6,177				6,177
Total equity	3,333,262		42,414		3,328,425		31,558		(3,396,495	)	3,339,164
	3,414,450		2,350,178		5,798,769		735,943		(5,471,881	)	6,827,459

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					3,711,679		21,024				3,732,703
Property, construction and office equipment, net					106,963		3,008				109,971
Receivables, prepaid expenses and other assets	134		15,130		102,409		66,810		(11,441	)	173,042
Mortgage loans receivable							86,386				86,386
Customer deposits held in escrow					29,579						29,579
Investments in and advances to unconsolidated entities					180,159		150,458				330,617
Investments in distressed loans							37,169				37,169
Investments in foreclosed real estate							58,353				58,353
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		5,243,972		551,665		(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					1,385,457		348,927		(1,734,384	)	—
Income taxes payable	80,991										80,991
Total liabilities	80,991		2,059,811		2,072,637		537,593		(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	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		5,243,972		551,665		(4,925,598	)	6,181,044

Consolidating Statement of Operations for the fiscal year ended October 31, 2013



	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries	Non- Guarantor Subsidiaries		Eliminations		Consolidated
Revenues					2,711,438	70,107		(107,246	)	2,674,299
Cost of revenues					2,149,554	10,043		(26,297	)	2,133,300
Selling, general and administrative	188		2,963		364,256	48,413		(75,888	)	339,932
	188		2,963		2,513,810	58,456		(102,185	)	2,473,232
Income (loss) from operations	(188	)	(2,963	)	197,628	11,651		(5,061	)	201,067
Other:
Income from unconsolidated entities					9,318	5,074				14,392
Other income - net	9,433				32,217	12,616		(2,028	)	52,238
Intercompany interest income			127,057					(127,057	)	—
Interest expense			(133,500	)		(646	)	134,146		—
Income from consolidated subsidiaries	258,452				19,289			(277,741	)	—
Income (loss) before income taxes	267,697		(9,406	)	258,452	28,695		(277,741	)	267,697
Income tax provision (benefit)	97,091		(3,691	)	101,416	11,260		(108,985	)	97,091
Net income (loss)	170,606		(5,715	)	157,036	17,435		(168,756	)	170,606
Other comprehensive income (loss)	2,334				114	(16	)			2,432
Total comprehensive income (loss)	172,940		(5,715	)	157,150	17,419		(168,756	)	173,038

Consolidating Statement of Operations 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	)			(71	)	(7	)			(1,917	)
Total comprehensive income (loss)	485,307		(1,271	)	86,124		17,964		(102,895	)	485,229

Consolidating Statement of Operations 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 - 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

Consolidating Statement of Cash Flows for the fiscal year ended October 31, 2013



	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Consolidated
Net cash (used in) provided by operating activities	116,508		5,163		(587,032	)	(92,899	)	(10,703	)	(568,963	)
Cash flow provided by (used in) investing activities:
Purchase of property and equipment — net					(15,038	)	(11,529	)			(26,567	)
Purchase of marketable securities					(25,938	)	(10,264	)			(36,202	)
Sale and redemption of marketable securities					357,583		60,263				417,846
Investment in and advances to unconsolidated entities					(34,071	)	(59,327	)			(93,398	)
Return of investments in unconsolidated entities					43,405		26,404				69,809
Investment in non-performing loan portfolios and foreclosed real estate							(26,155	)			(26,155	)
Return of investments in non-performing loan portfolios and foreclosed real estate							27,370				27,370
Intercompany advances	(141,346	)	(241,693	)					383,039		—
Net cash provided by (used in) investing activities	(141,346	)	(241,693	)	325,941		6,762		383,039		332,703
Cash flow provide by (used in) financing activities:
Net proceeds from issuance of senior notes			400,383								400,383
Proceeds from loans payable							1,164,531				1,164,531
Principal payments of loans payable					(33,329	)	(1,162,195	)			(1,195,524	)
Redemption of senior notes			(163,853	)							(163,853	)
Proceeds from stock-based benefit plans	15,798										15,798
Excess tax benefits from stock-based compensation	24,417										24,417
Purchase of treasury stock	(15,377	)									(15,377	)
Change in noncontrolling interest							33				33
Intercompany advances					252,498		119,838		(372,336	)	—
Net cash provided by (used in) financing activities	24,838		236,530		219,169		122,207		(372,336	)	230,408
Net (decrease) increase in cash and cash equivalents	—		—		(41,922	)	36,070		—		(5,852	)
Cash and cash equivalents, beginning of year	—		—		712,024		66,800		—		778,824
Cash and cash equivalents, end of year	—		—		670,102		102,870		—		772,972

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		(100,007	)	(78,750	)	(2,709	)	(171,537	)
Cash flow used in investing activities:
Purchase of property and equipment — net					(12,012	)	92				(11,920	)
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	)	(387,485	)	(173,061	)	627,643		(560,546	)
Cash flow provided by 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					450,906		174,028		(624,934	)	—
Net cash provided by financing activities	39,018		578,696		422,504		189,283		(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

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		(276,839	)	229,737		8		58,753
Cash flow (used in) provided by investing activities:
Purchase of property and equipment — net					(12,025	)	(3,431	)			(15,456	)
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		(32,269	)	(48,104	)	23,439		(80,373	)
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					172,127		(148,680	)	(23,447	)	—
Net cash (used in) provided by financing activities	(23,571	)	(58,837	)	155,715		(160,960	)	(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