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 January 31, 2014
	Original Amount Issued		Amount outstanding at January 31, 2014
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
4.375% Senior Notes due 2023	$	400,000	$	400,000
0.5% Exchangeable Senior Notes due 2032	$	287,500	$	287,500
4.0% Senior Notes due 2018	$	350,000	$	350,000
5.625% Senior Notes due 2024	$	250,000	$	250,000

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.

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).

Condensed Consolidating Balance Sheet at January 31, 2014:



	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Consolidated
ASSETS
Cash and cash equivalents	—		—		1,070,746		119,743		—		1,190,489
Marketable securities					2,990		10,027				13,017
Restricted cash	15,196				15,744		1,235				32,175
Inventory					5,137,927		97,720				5,235,647
Property, construction and office equipment, net					116,490		14,700				131,190
Receivables, prepaid expenses and other assets	18		19,460		114,645		122,200		(16,289	)	240,034
Mortgage loans held for sale							58,131				58,131
Customer deposits held in escrow					45,834						45,834
Investments in and advances to unconsolidated entities					152,929		277,686				430,615
Investments in distressed loans							19,253				19,253
Investments in foreclosed real estate							79,267				79,267
Investments in and advances to consolidated entities	3,421,229		2,953,186		4,740				(6,379,155	)	—
Deferred tax assets, net of valuation allowances	284,603										284,603
	3,721,046		2,972,646		6,662,045		799,962		(6,395,444	)	7,760,255
LIABILITIES AND EQUITY
Liabilities:
Loans payable					158,606						158,606
Senior notes			2,885,496						36,355		2,921,851
Mortgage company warehouse loan							51,470				51,470
Customer deposits					218,747						218,747
Accounts payable					166,266		20				166,286
Accrued expenses	37		46,176		333,601		152,942		(16,659	)	516,097
Advances from consolidated entities					2,414,287		576,405		(2,990,692	)	—
Income taxes payable	99,825										99,825
Total liabilities	99,862		2,931,672		3,291,507		780,837		(2,970,996	)	4,132,882
Equity:
Stockholders’ equity:
Common stock	1,776				48		3,006		(3,054	)	1,776
Additional paid-in capital	683,965		49,400				1,734		(51,134	)	683,965
Retained earnings (deficits)	2,937,583		(8,426	)	3,370,542		8,144		(3,370,260	)	2,937,583
Treasury stock, at cost	(81	)									(81	)
Accumulated other comprehensive loss	(2,059	)			(52	)	(13	)			(2,124	)
Total stockholders’ equity	3,621,184		40,974		3,370,538		12,871		(3,424,448	)	3,621,119
Noncontrolling interest							6,254				6,254
Total equity	3,621,184		40,974		3,370,538		19,125		(3,424,448	)	3,627,373
	3,721,046		2,972,646		6,662,045		799,962		(6,395,444	)	7,760,255

Condensed 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 held for sale							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
Advances from 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 (deficits)	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

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three months ended January 31, 2014:



	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries	Non- Guarantor Subsidiaries		Eliminations		Consolidated
Revenues					650,772	15,602		(22,693	)	643,681
Cost of revenues					515,637	2,602		(4,207	)	514,032
Selling, general and administrative	55		937		102,700	13,637		(19,459	)	97,870
	55		937		618,337	16,239		(23,666	)	611,902
Income (loss) from operations	(55	)	(937	)	32,435	(637	)	973		31,779
Other:
Income (loss) from unconsolidated entities					24,207	(1,292	)			22,915
Other income - net	2,365				10,572	6,200		(2,596	)	16,541
Intercompany interest income			38,144					(38,144	)	—
Interest expense			(39,574	)		(193	)	39,767		—
Income from subsidiaries	68,925				1,711			(70,636	)	—
Income (loss) before income taxes	71,235		(2,367	)	68,925	4,078		(70,636	)	71,235
Income tax provision (benefit)	25,655		(928	)	27,012	1,598		(27,682	)	25,655
Net income (loss)	45,580		(1,439	)	41,913	2,480		(42,954	)	45,580
Other comprehensive income	53				200	10				263
Total comprehensive income (loss)	45,633		(1,439	)	42,113	2,490		(42,954	)	45,843

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) for the three months ended January 31, 2013:



	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Consolidated
Revenues					430,222		15,046		(20,667	)	424,601
Cost of revenues					348,703		4,992		(7,758	)	345,937
Selling, general and administrative	16		687		84,508		10,140		(17,304	)	78,047
	16		687		433,211		15,132		(25,062	)	423,984
Income (loss) from operations	(16	)	(687	)	(2,989	)	(86	)	4,395		617
Other:
Income from unconsolidated entities					1,096		1,987				3,083
Other income - net	2,386				6,027		2,494		(6,281	)	4,626
Intercompany interest income			29,727						(29,727	)	—
Interest expense			(31,422	)			(191	)	31,613		—
Income from subsidiaries	5,956				1,822				(7,778	)	—
Income (loss) before income taxes	8,326		(2,382	)	5,956		4,204		(7,778	)	8,326
Income tax provision (benefit)	3,894		(933	)	2,333		1,647		(3,047	)	3,894
Net income (loss)	4,432		(1,449	)	3,623		2,557		(4,731	)	4,432
Other comprehensive income (loss)	(173	)			225		(36	)			16
Total comprehensive income (loss)	4,259		(1,449	)	3,848		2,521		(4,731	)	4,448

Condensed Consolidating Statement of Cash Flows for the three months ended January 31, 2014:



	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Consolidated
Net cash (used in) provided by operating activities	31,235		23,383		(279,194	)	(17,808	)	(8,004	)	(250,388	)
Cash flow used in investing activities:
Purchase of property and equipment - net					(2,659	)	(194	)			(2,853	)
Sale and redemption of marketable securities					39,243						39,243
Investments in and advances to unconsolidated entities					(4,879	)	(55,529	)			(60,408	)
Return of investments in unconsolidated entities					29,429		3,000				32,429
Investments in distressed loans and foreclosed real estate							(191	)			(191	)
Return of investments in distressed loans and foreclosed real estate							17,574				17,574
Deposit - acquisition of a business					(161,000	)					(161,000	)
Dividend received - intercompany					15,000				(15,000	)	—
Intercompany advances	(270,826	)	(618,683	)					889,509		—
Net cash used in investing activities	(270,826	)	(618,683	)	(84,866	)	(35,340	)	874,509		(135,206	)
Cash flow provided by financing activities:
Net proceeds from issuance of senior notes			600,000								600,000
Debt issuance costs for senior notes			(4,700	)							(4,700	)
Proceeds from loans payable							275,334				275,334
Principal payments of loans payable					(8,331	)	(298,864	)			(307,195	)
Net proceeds from issuance of common stock	220,357										220,357
Proceeds from stock-based benefit plans	18,529										18,529
Excess tax benefits from stock-based compensation	789										789
Receipts related to noncontrolling interest							81				81
Purchase of treasury stock	(84	)									(84	)
Dividend paid - intercompany							(15,000	)	15,000		—
Intercompany advances					773,035		108,470		(881,505	)	—
Net cash provided by financing activities	239,591		595,300		764,704		70,021		(866,505	)	803,111
Net increase in cash and cash equivalents	—		—		400,644		16,873		—		417,517
Cash and cash equivalents, beginning of period	—		—		670,102		102,870		—		772,972
Cash and cash equivalents, end of period	—		—		1,070,746		119,743		—		1,190,489

Condensed Consolidating Statement of Cash Flows for the three months ended January 31, 2013:



	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations		Consolidated
Net cash (used in) provided by operating activities	24,053		12,155		(377,864	)	41,310		(5,476	)	(305,822	)
Cash flow provided by (used in) investing activities:
Purchase of property and equipment — net					(5,123	)	(268	)			(5,391	)
Purchase of marketable securities					(25,938	)	(81	)			(26,019	)
Sale and redemption of marketable securities					38,775						38,775
Investments in and advances to unconsolidated entities					(2,280	)	(5,334	)			(7,614	)
Return of investments in unconsolidated entities					17,297		14				17,311
Investments in distressed loans and foreclosed real estate							(16,252	)			(16,252	)
Return of investments in distressed loans and foreclosed real estate							3,015				3,015
Intercompany advances	(30,082	)	46,913						(16,831	)	—
Net cash (used in) provided by investing activities	(30,082	)	46,913		22,731		(18,906	)	(16,831	)	3,825
Cash flow provided by (used in) financing activities:
Proceeds from loans payable							244,830				244,830
Principal payments of loans payable					(25,832	)	(274,030	)			(299,862	)
Redemption of senior notes			(59,068	)							(59,068	)
Proceeds from stock-based benefit plans	6,108										6,108
Purchase of treasury stock	(79	)									(79	)
Intercompany advances					(37,381	)	15,074		22,307		—
Net cash (used in) provided by financing activities	6,029		(59,068	)	(63,213	)	(14,126	)	22,307		(108,071	)
Net (decrease) increase in cash and cash equivalents	—		—		(418,346	)	8,278		—		(410,068	)
Cash and cash equivalents, beginning of period	—		—		712,024		66,800		—		778,824
Cash and cash equivalents, end of period	—		—		293,678		75,078		—		368,756