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

Consolidating Balance Sheet at October 31, 2014



	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Nonguarantor Subsidiaries	Eliminations		Consolidated
ASSETS
Cash and cash equivalents	—		—		455,714		130,601	—		586,315
Marketable securities					1,997		10,029			12,026
Restricted cash	15,211				2,070		1,061			18,342
Inventory					6,260,303		230,018			6,490,321
Property, construction, and office equipment, net					126,586		16,424			143,010
Receivables, prepaid expenses, and other assets			16,802		114,863		137,496	(17,589	)	251,572
Mortgage loans held for sale							101,944			101,944
Customer deposits held in escrow					39,912		2,161			42,073
Investments in and advances to unconsolidated entities					132,096		314,982			447,078
Investments in distressed loans							4,001			4,001
Investments in foreclosed real estate							69,799			69,799
Investments in and advances to consolidated entities	3,714,788		2,677,448		4,740			(6,396,976	)	—
Deferred tax assets, net of valuation allowances	250,421									250,421
	3,980,420		2,694,250		7,138,281		1,018,516	(6,414,565	)	8,416,902
LIABILITIES AND EQUITY
Liabilities
Loans payable					653,269		992			654,261
Senior notes			2,625,712					29,332		2,655,044
Mortgage company loan facility							90,281			90,281
Customer deposits					221,084		2,715			223,799
Accounts payable					225,106		241			225,347
Accrued expenses			31,906		386,223		181,649	(18,301	)	581,477
Advances from consolidated entities					2,018,981		708,167	(2,727,148	)	—
Income taxes payable	125,996									125,996
Total liabilities	125,996		2,657,618		3,504,663		984,045	(2,716,117	)	4,556,205
Equity
Stockholders’ equity
Common stock	1,779				48		3,006	(3,054	)	1,779
Additional paid-in capital	712,162		49,400				1,734	(51,134	)	712,162
Retained earnings	3,232,035		(12,768	)	3,633,618		23,410	(3,644,260	)	3,232,035
Treasury stock, at cost	(88,762	)								(88,762	)
Accumulated other comprehensive loss	(2,790	)			(48	)				(2,838	)
Total stockholders’ equity	3,854,424		36,632		3,633,618		28,150	(3,698,448	)	3,854,376
Noncontrolling interest							6,321			6,321
Total equity	3,854,424		36,632		3,633,618		34,471	(3,698,448	)	3,860,697
	3,980,420		2,694,250		7,138,281		1,018,516	(6,414,565	)	8,416,902

Consolidating Balance Sheet at October 31, 2013



	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Nonguarantor 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					4,557,132		93,280				4,650,412
Property, construction, and office equipment, net					116,809		14,511				131,320
Receivables, prepaid expenses, and other assets	33		15,675		101,007		132,015		(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		5,730,335		804,377		(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 loan facility							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					1,558,669		536,390		(2,095,059	)	—
Income taxes payable	81,188										81,188
Total liabilities	81,188		2,307,764		2,401,883		772,846		(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	)	3,328,656		20,637		(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		3,328,452		25,354		(3,396,495	)	3,332,987
Noncontrolling interest							6,177				6,177
Total equity	3,333,262		42,414		3,328,452		31,531		(3,396,495	)	3,339,164
	3,414,450		2,350,178		5,730,335		804,377		(5,471,881	)	6,827,459

Consolidating Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended October 31, 2014



	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries	Nonguarantor Subsidiaries		Eliminations		Consolidated
Revenues					3,950,509	79,097		(118,004	)	3,911,602
Cost of revenues					3,098,048	9,406		(25,617	)	3,081,837
Selling, general and administrative	132		3,670		457,808	55,721		(84,815	)	432,516
	132		3,670		3,555,856	65,127		(110,432	)	3,514,353
Income (loss) from operations	(132	)	(3,670	)	394,653	13,970		(7,572	)	397,249
Other:
Income from unconsolidated entities					40,588	553				41,141
Other income - net	9,403				40,594	15,416		779		66,192
Intercompany interest income			148,177					(148,177	)	—
Interest expense			(153,898	)		(1,072	)	154,970		—
Income from consolidated subsidiaries	495,311				19,476			(514,787	)	—
Income (loss) before income taxes	504,582		(9,391	)	495,311	28,867		(514,787	)	504,582
Income tax provision (benefit)	164,550		(3,609	)	190,349	11,094		(197,834	)	164,550
Net income (loss)	340,032		(5,782	)	304,962	17,773		(316,953	)	340,032
Other comprehensive (loss) income	(677	)			202	24				(451	)
Total comprehensive income (loss)	339,355		(5,782	)	305,164	17,797		(316,953	)	339,581

Consolidating Statement of Operations and Comprehensive Income (Loss) for the fiscal year ended October 31, 2013



	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries	Nonguarantor 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 and Comprehensive Income (Loss) for the fiscal year ended October 31, 2012



	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Nonguarantor 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 Cash Flows for the fiscal year ended October 31, 2014



	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Nonguarantor Subsidiaries		Eliminations		Consolidated
Net cash provided by (used in) operating activities	137,023		15,644		279,724		(102,540	)	(16,651	)	313,200
Cash flow (used in) provided by investing activities:
Purchase of property and equipment — net					(13,161	)	(1,913	)			(15,074	)
Sale and redemption of marketable securities					40,242						40,242
Investment in and advances to unconsolidated entities					(16,683	)	(96,346	)			(113,029	)
Return of investments in unconsolidated entities					63,581		10,264				73,845
Investment in distressed loans and foreclosed real estate							(2,089	)			(2,089	)
Return of investments in distressed loans and foreclosed real estate							53,130				53,130
Acquisition of a business					(1,489,116	)					(1,489,116	)
Dividends received intercompany					15,000				(15,000	)	—
Intercompany advances	(302,591	)	(342,945	)					645,536		—
Net cash used in investing activities	(302,591	)	(342,945	)	(1,400,137	)	(36,954	)	630,536		(1,452,091	)
Cash flow provided by (used in) financing activities:
Proceeds from issuance of senior notes			600,000								600,000
Debt issuance costs for senior notes			(4,739	)							(4,739	)
Proceeds from loans payable					1,156,300		1,073,071				2,229,371
Debt issuance costs for loans payable					(3,063	)					(3,063	)
Principal payments of loans payable					(704,320	)	(1,062,795	)			(1,767,115	)
Redemption of senior notes			(267,960	)							(267,960	)
Net proceeds from issuance of common stock	220,365										220,365
Proceeds from stock-based benefit plans	28,364										28,364
Excess tax benefits from stock-based compensation	7,593										7,593
Purchase of treasury stock	(90,754	)									(90,754	)
Receipts related to noncontrolling interest							172				172
Dividends paid intercompany							(15,000	)	15,000		—
Intercompany advances					457,108		171,777		(628,885	)	—
Net cash provided by financing activities	165,568		327,301		906,025		167,225		(613,885	)	952,234
Net (decrease) increase in cash and cash equivalents	—		—		(214,388	)	27,731		—		(186,657	)
Cash and cash equivalents, beginning of year	—		—		670,102		102,870		—		772,972
Cash and cash equivalents, end of year	—		—		455,714		130,601		—		586,315

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



	Toll Brothers, Inc.		Subsidiary Issuer		Guarantor Subsidiaries		Nonguarantor Subsidiaries		Eliminations		Consolidated
Net cash provided by (used in) operating activities	116,508		5,163		(518,598	)	(161,333	)	(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 distressed loans and foreclosed real estate							(26,155	)			(26,155	)
Return of investments in distressed loans 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 provided 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	)
Receipts related to noncontrolling interest							33				33
Intercompany advances					184,064		188,272		(372,336	)	—
Net cash provided by financing activities	24,838		236,530		150,735		190,641		(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		Nonguarantor 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) provided by 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 distressed loans and foreclosed real estate							(30,090	)			(30,090	)
Return of investments in distressed loans 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 (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					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