What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2020-12-22 compared with 2019-12-26 · 37 added, 17 removed, 46 unchanged (54% of the section changed)

4 unchanged sentences

During the three months ended October 31, 2020, we repurchased the following shares of our common stock:

purchased (a)

paid per share

announced plan or program (b)

Period Total number

purchased (a) Average

paid per share Total number

announced plan or program (b) Maximum

of shares that

under the plan or program (b)

(in thousands)

(in thousands) (in thousands) (in thousands)

August 1, 2020 to August 31, 2020 1 $ 41.55 1 19,987

1 unchanged sentence

October 1, 2020 to October 31, 2020 1 $ 47.47 1 19,984

Our stock incentive plans permit us to withhold from the total number of shares that otherwise would be issued to a performance based restricted stock unit recipient or a restricted stock unit recipient upon distribution that number of shares having a fair value at the time of distribution equal to the applicable income tax withholdings due and remit the remaining shares to the recipient.

(a) Our stock incentive plans permit us to withhold from the total number of shares that otherwise would be issued to a performance based restricted stock unit recipient or a restricted stock unit recipient upon distribution that number of shares having a fair value at the time of distribution equal to the applicable income tax withholdings due and remit the remaining shares to the recipient.

During the three months ended October 31, 2020, we withheld 6,608 of the shares subject to performance based restricted stock units and restricted stock units to cover approximately $313,200 of income tax withholdings and we issued the remaining 12,400 shares to the recipients.

2 unchanged sentences

In a net exercise, we generally withhold from the total number of shares that otherwise would be issued to the participant upon exercise of the stock option that number of shares having a fair market value at the time of exercise equal to the option exercise price and applicable income tax withholdings, and remit the remaining shares to the participant.

During the three-month period ended October 31, 2019 , no participant employed the net exercise method to exercise options.

On December 11, 2019, our Board of Directors authorized the repurchase of 20 million shares of our common stock in open market transactions, privately negotiated transactions (including accelerated share repurchases), issuer tender offers or other financial arrangements or transactions for general corporate purposes, including to obtain shares for the Company’s equity award and other employee benefit plans.

This new authorization terminated, effective December 11 2019, the existing authorization that had been in effect since December 12, 2018 and pursuant to which we had authority to acquire approximately 14 million shares as of October 31, 2019.

The Board of Directors did not fix any expiration date for the current share repurchase program.

Subsequent to October 31, 2019, we repurchased approximately 3.6 million shares of our common stock at an average price of $39.58 per share, substantially all of which were purchased under the repurchase program authorized by our Board of Directors on December 11, 2019.

During the three-month period ended October 31, 2020, 100,000 shares of our common stock were subject to net exercise.

Of these, we withheld 65,487 shares to cover approximately $2.8 million of option exercise costs and income tax withholdings, and issued the remaining 34,513 shares to the participants.

The shares withheld in connection with the net exercise method are not included in the total number of shares purchased in the table above.

(b) On March 10, 2020, our Board of Directors authorized the repurchase of 20 million shares of our common stock in open market transactions, privately negotiated transactions (including accelerated share repurchases), issuer tender offers or other financial arrangements or transactions for general corporate purposes, including to obtain shares for the Company’s equity award and other employee benefit plans.

This authorization terminated, effective March 10, 2020, the prior authorization that had been in effect since December 10, 2019.

The Board of Directors did not fix any expiration date for the share repurchase program currently in place.

Subsequent to October 31, 2020 and through December 21, 2020, we repurchased approximately 2.4 million shares of our common stock at an average price of $45.04 per share, substantially all of which were purchased under the repurchase program authorized by our Board of Directors on March 10, 2020.

Our revolving credit agreement and term loan agreement each require us to maintain a minimum tangible net worth (as defined in the respective agreements), which limit the amount of share repurchases we may make.

1 unchanged sentence

During fiscal 2020, we paid aggregate cash dividends of $0.44 per share to our shareholders.

The payment of dividends is within the discretion of our Board of Directors and any decision to pay dividends in the future will depend upon an evaluation

of a number of factors, including our results of operations, our capital requirements, our operating and financial condition, and any contractual limitations then in effect.

The payment of dividends is within the discretion of our Board of Directors and any decision to pay dividends in the future, and the amount of any such dividend, will depend upon an evaluation of a number of factors, including our results of operations, our capital requirements, our operating and financial condition, and any contractual limitations then in effect.

Our revolving credit agreement and term loan agreement each require us to maintain a minimum tangible net worth (as defined in the respective agreement), which restricts the amount of dividends we may pay.

At October 31, 2019 , under the most restrictive provisions of our revolving credit agreement and term loan agreement, we could have paid up to approximately $2.32 billion of cash dividends.

At October 31, 2020, under the provisions of our revolving credit agreement and term loan agreement, we could have paid up to approximately $2.56 billion of cash dividends.

Stockholder Return Performance Graph

2 unchanged sentences

the S&P Homebuilding Index

2015 2016 2017 2018 2019 2020

Toll Brothers, Inc.

S&P Homebuilding

$ 100.00 $ 76.29 $ 128.77 $ 95.15 $ 113.76 $ 122.53

$ 100.00 $ 104.51 $ 129.21 $ 138.70 $ 158.57 $ 173.97

S&P Homebuilding Index $ 100.00 $ 94.35 $ 141.28 $ 113.52 $ 166.22 $ 195.10

SELECTED FINANCIAL DATA

1 unchanged sentence

They should be read in conjunction with the Consolidated Financial Statements and Notes thereto listed in Item 15(a)1 of this Form 10-K beginning at page F-1 and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of this Form 10-K.

Summary Consolidated Statements of Operations and Balance Sheets (amounts in thousands, except per share data):

Summary of Consolidated Statements of Operations and Balance Sheets (amounts in thousands, except per share data):

Year ended October 31:

2020 2019 2018 2017 2016

Home Sales Revenues $ 6,937,357 $ 7,080,379 $ 7,143,258 $ 5,815,058 $ 5,169,508

Income before income taxes $ 586,901 $ 787,170 $ 933,916 $ 814,311 $ 589,027

Net income $ 446,624 $ 590,007 $ 748,151 $ 535,495 $ 382,095

Earnings per share:

Basic $ 3.43 $ 4.07 $ 4.92 $ 3.30 $ 2.27

Diluted $ 3.40 $ 4.03 $ 4.85 $ 3.17 $ 2.18

Weighted average number of shares outstanding:

Basic 130,095 145,008 151,984 162,222 168,261

Diluted 131,247 146,501 154,201 169,487 175,973

Cash dividends declared per share $ 0.44 $ 0.44 $ 0.41 $ 0.24 $ —

At October 31:

2020 2019 2018 2017 2016

Cash, cash equivalents, and marketable securities $ 1,370,944 $ 1,286,014 $ 1,182,195 $ 712,829 $ 633,715

Inventory $ 7,658,906 $ 7,873,048 $ 7,598,219 $ 7,281,453 $ 7,353,967

Total assets $ 11,065,733 $ 10,828,138 $ 10,244,590 $ 9,445,225 $ 9,736,789

Loans payable $ 1,147,955 $ 1,111,449 $ 686,801 $ 637,416 $ 871,079

Senior debt 2,661,718 2,659,898 2,861,375 2,462,463 2,694,372

Mortgage company loan facility 148,611 150,000 150,000 120,145 210,000

Total debt $ 3,958,284 $ 3,921,347 $ 3,698,176 $ 3,220,024 $ 3,775,451

Equity $ 4,927,476 $ 5,118,693 $ 4,768,912 $ 4,537,090 $ 4,235,202

Year ended October 31:

2020 2019 2018 2017 2016

Number of homes 8,496 8,107 8,265 7,151 6,098

4 unchanged sentences

At October 31:

2020 2019 2018 2017 2016

Number of homes 7,791 6,266 6,105 5,851 4,685

1 unchanged sentence

Number of selling communities 317 333 315 305 310

Owned 36,105 36,567 32,503 31,341 34,137

Controlled 27,077 22,663 20,919 16,970 14,700

Total 63,182 59,230 53,422 48,311 48,837

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity