Supplemental Financial Information | Supplemental Financial Information The indentures governing the Company’s 6.50% senior notes due 2016, 12.25% senior notes due 2017, 4.75% senior notes due 2017, 6.95% senior notes due 2018, 4.125% senior notes due 2018, 4.500% senior notes due 2019, 4.50% senior notes due 2019, 2.75% convertible senior notes due 2020, 3.25% convertible senior notes due 2021, 4.750% senior notes due 2022 and 4.750% senior notes due 2025 require that, if any of the Company’s 100% owned subsidiaries, other than its finance company subsidiaries and foreign subsidiaries, directly or indirectly guarantee at least $75 million principal amount of debt of Lennar Corporation, those subsidiaries must also guarantee Lennar Corporation’s obligations with regard to its senior notes. The entities referred to as “guarantors” in the following tables are subsidiaries that are not finance company subsidiaries or foreign subsidiaries and were guaranteeing the senior notes because at May 31, 2015 they were guaranteeing Lennar Corporation's letter of credit facilities and its Credit Facility, disclosed in Note 12. The guarantees are full, unconditional and joint and several and the guarantor subsidiaries are 100% directly or indirectly owned by Lennar Corporation. A subsidiary's guarantee will be suspended at any time when it is not directly or indirectly guaranteeing at least $75 million principal amount of debt of Lennar Corporation, and a subsidiary will be released from its guarantee and any other obligations it may have regarding the senior notes if all or substantially all its assets, or all of its capital stock, are sold or otherwise disposed of. For purposes of the condensed consolidating statement of cash flows included in the following supplemental financial information, the Company's accounting policy is to treat cash received by Lennar Corporation (“the Parent”) from its subsidiaries, to the extent of net earnings from such subsidiaries as a dividend and accordingly a return on investment within cash flows from operating activities. Distributions of capital received by the Parent from its subsidiaries are reflected as cash flows from investing activities. The cash outflows associated with the return on investment dividends and distributions of capital received by the Parent are reflected by the Guarantor and Non-Guarantor subsidiaries in the Dividends line item within cash flows from financing activities. All other cash flows between the Parent and its subsidiaries represent the settlement of receivables and payables between such entities in conjunction with the Parent's centralized cash management arrangement with its subsidiaries, which operates with the characteristics of a revolving credit facility, and are accordingly reflected net in the Intercompany line item within cash flows from investing activities for the Parent and net in the Intercompany line item within cash flows from financing activities for the Guarantor and Non-Guarantor subsidiaries. Supplemental information for the subsidiaries that were guarantor subsidiaries at May 31, 2015 was as follows: Condensed Consolidating Balance Sheet May 31, 2015 (In thousands) Lennar Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total ASSETS Lennar Homebuilding: Cash and cash equivalents, restricted cash and receivables, net $ 415,426 287,875 18,507 — 721,808 Inventories — 8,568,928 184,848 — 8,753,776 Investments in unconsolidated entities — 649,479 38,988 — 688,467 Other assets 223,025 297,825 57,457 12,775 591,082 Investments in subsidiaries 4,043,687 266,025 — (4,309,712 ) — Intercompany 5,997,043 — — (5,997,043 ) — 10,679,181 10,070,132 299,800 (10,293,980 ) 10,755,133 Rialto — — 1,364,682 — 1,364,682 Lennar Financial Services — 77,765 1,335,623 — 1,413,388 Lennar Multifamily — — 362,256 — 362,256 Total assets $ 10,679,181 10,147,897 3,362,361 (10,293,980 ) 13,895,459 LIABILITIES AND EQUITY Lennar Homebuilding: Accounts payable and other liabilities $ 489,188 667,493 87,974 — 1,244,655 Liabilities related to consolidated inventory not owned — 43,897 — — 43,897 Senior notes and other debts payable 5,051,255 229,031 10,850 — 5,291,136 Intercompany — 5,398,483 598,560 (5,997,043 ) — 5,540,443 6,338,904 697,384 (5,997,043 ) 6,579,688 Rialto — — 712,744 — 712,744 Lennar Financial Services — 31,674 1,037,692 6,149 1,075,515 Lennar Multifamily — — 45,167 6,626 51,793 Total liabilities 5,540,443 6,370,578 2,492,987 (5,984,268 ) 8,419,740 Stockholders’ equity 5,138,738 3,777,319 532,393 (4,309,712 ) 5,138,738 Noncontrolling interests — — 336,981 — 336,981 Total equity 5,138,738 3,777,319 869,374 (4,309,712 ) 5,475,719 Total liabilities and equity $ 10,679,181 10,147,897 3,362,361 (10,293,980 ) 13,895,459 Condensed Consolidating Balance Sheet November 30, 2014 (In thousands) Lennar Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total ASSETS Lennar Homebuilding: Cash and cash equivalents, restricted cash and receivables, net $ 653,491 323,325 12,206 — 989,022 Inventories — 7,528,633 207,967 — 7,736,600 Investments in unconsolidated entities — 632,973 23,864 — 656,837 Other assets 159,564 402,076 104,619 6,330 672,589 Investments in subsidiaries 4,073,687 299,432 — (4,373,119 ) — Intercompany 4,709,544 — — (4,709,544 ) — 9,596,286 9,186,439 348,656 (9,076,333 ) 10,055,048 Rialto — — 1,458,152 — 1,458,152 Lennar Financial Services — 76,428 1,100,625 — 1,177,053 Lennar Multifamily — 248,784 19,230 — 268,014 Total assets $ 9,596,286 9,511,651 2,926,663 (9,076,333 ) 12,958,267 LIABILITIES AND EQUITY Lennar Homebuilding: Accounts payable and other liabilities $ 447,104 756,991 71,699 — 1,275,794 Liabilities related to consolidated inventory not owned — 45,028 — — 45,028 Senior notes and other debts payable 4,322,162 287,700 80,351 — 4,690,213 Intercompany — 4,579,314 130,230 (4,709,544 ) — 4,769,266 5,669,033 282,280 (4,709,544 ) 6,011,035 Rialto — — 747,044 — 747,044 Lennar Financial Services — 28,705 861,608 6,330 896,643 Lennar Multifamily — 52,150 93 — 52,243 Total liabilities 4,769,266 5,749,888 1,891,025 (4,703,214 ) 7,706,965 Stockholders’ equity 4,827,020 3,761,763 611,356 (4,373,119 ) 4,827,020 Noncontrolling interests — — 424,282 — 424,282 Total equity 4,827,020 3,761,763 1,035,638 (4,373,119 ) 5,251,302 Total liabilities and equity $ 9,596,286 9,511,651 2,926,663 (9,076,333 ) 12,958,267 Condensed Consolidating Statement of Operations Three Months Ended May 31, 2015 (In thousands) Lennar Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues: Lennar Homebuilding $ — 2,115,812 — — 2,115,812 Lennar Financial Services — 52,822 122,075 (5,012 ) 169,885 Rialto — — 67,931 — 67,931 Lennar Multifamily — — 38,981 (5 ) 38,976 Total revenues — 2,168,634 228,987 (5,017 ) 2,392,604 Cost and expenses: Lennar Homebuilding — 1,807,439 19,511 (1,468 ) 1,825,482 Lennar Financial Services — 49,524 84,816 (3,508 ) 130,832 Rialto — — 67,506 — 67,506 Lennar Multifamily — — 47,260 — 47,260 Corporate general and administrative 48,941 — — 1,266 50,207 Total costs and expenses 48,941 1,856,963 219,093 (3,710 ) 2,121,287 Lennar Homebuilding equity in earnings from unconsolidated entities — 3,892 2,602 — 6,494 Lennar Homebuilding other income (expense), net 163 1,277 (1,504 ) (153 ) (217 ) Other interest expense (1,460 ) (3,818 ) — 1,460 (3,818 ) Rialto equity in earnings from unconsolidated entities — — 7,328 — 7,328 Rialto other expense, net — — (872 ) — (872 ) Lennar Multifamily equity in loss from unconsolidated entities — — (422 ) — (422 ) Earnings (loss) before income taxes (50,238 ) 313,022 17,026 — 279,810 Benefit (provision) for income taxes 17,196 (105,552 ) (6,870 ) — (95,226 ) Equity in earnings from subsidiaries 219,792 6,236 — (226,028 ) — Net earnings (including net earnings attributable to noncontrolling interests) 186,750 213,706 10,156 (226,028 ) 184,584 Less: Net earnings attributable to noncontrolling interests — — 1,568 — 1,568 Net earnings attributable to Lennar $ 186,750 213,706 8,588 (226,028 ) 183,016 Comprehensive earnings attributable to Lennar $ 186,750 213,706 8,588 (226,028 ) 183,016 Comprehensive earnings attributable to noncontrolling interests $ — — 1,568 — 1,568 Condensed Consolidating Statement of Operations Three Months Ended May 31, 2014 (In thousands) Lennar Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues: Lennar Homebuilding $ — 1,634,785 — — 1,634,785 Lennar Financial Services — 39,602 76,887 (5,473 ) 111,016 Rialto — — 54,393 — 54,393 Lennar Multifamily — 18,551 — — 18,551 Total revenues — 1,692,938 131,280 (5,473 ) 1,818,745 Cost and expenses: Lennar Homebuilding — 1,392,211 1,072 (640 ) 1,392,643 Lennar Financial Services — 38,371 59,097 (4,745 ) 92,723 Rialto — — 79,604 — 79,604 Lennar Multifamily — 25,549 — — 25,549 Corporate general and administrative 37,052 — — 1,265 38,317 Total costs and expenses 37,052 1,456,131 139,773 (4,120 ) 1,628,836 Lennar Homebuilding equity in earnings (loss) from unconsolidated entities — (3,001 ) 3,395 — 394 Lennar Homebuilding other income, net — 2,369 — (107 ) 2,262 Other interest expense (1,460 ) (10,287 ) — 1,460 (10,287 ) Rialto equity in earnings from unconsolidated entities — — 17,939 — 17,939 Rialto other income, net — — 3,595 — 3,595 Lennar Multifamily equity in loss from unconsolidated entities — (182 ) — — (182 ) Earnings (loss) before income taxes (38,512 ) 225,706 16,436 — 203,630 Benefit (provision) for income taxes 14,265 (83,475 ) (11,803 ) — (81,013 ) Equity in earnings from subsidiaries 161,966 10,615 — (172,581 ) — Net earnings (including net loss attributable to noncontrolling interests) 137,719 152,846 4,633 (172,581 ) 122,617 Less: Net loss attributable to noncontrolling interests — — (15,102 ) — (15,102 ) Net earnings attributable to Lennar $ 137,719 152,846 19,735 (172,581 ) 137,719 Comprehensive earnings attributable to Lennar $ 137,719 152,846 19,735 (172,581 ) 137,719 Comprehensive loss attributable to noncontrolling interests $ — — (15,102 ) — (15,102 ) (In thousands) Lennar Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues: Lennar Homebuilding $ — 3,557,470 — — 3,557,470 Lennar Financial Services — 90,971 213,734 (9,993 ) 294,712 Rialto — — 109,128 — 109,128 Lennar Multifamily — — 75,438 (5 ) 75,433 Total revenues — 3,648,441 398,300 (9,998 ) 4,036,743 Cost and expenses: Lennar Homebuilding — 3,076,932 20,030 (6,305 ) 3,090,657 Lennar Financial Services — 87,750 156,092 (3,710 ) 240,132 Rialto — — 108,287 — 108,287 Lennar Multifamily — — 89,221 — 89,221 Corporate general and administrative 91,330 — — 2,531 93,861 Total costs and expenses 91,330 3,164,682 373,630 (7,484 ) 3,622,158 Lennar Homebuilding equity in earnings from unconsolidated entities — 26,387 9,006 — 35,393 Lennar Homebuilding other income (expense), net 394 7,601 (1,504 ) (375 ) 6,116 Other interest expense (2,889 ) (7,889 ) — 2,889 (7,889 ) Rialto equity in earnings from unconsolidated entities — — 9,992 — 9,992 Rialto other expense, net — — (1,144 ) — (1,144 ) Lennar Multifamily equity in loss from unconsolidated entities — — (600 ) — (600 ) Earnings (loss) before income taxes (93,825 ) 509,858 40,420 — 456,453 Benefit (provision) for income taxes 32,098 (171,646 ) (15,404 ) — (154,952 ) Equity in earnings from subsidiaries 359,706 20,086 — (379,792 ) — Net earnings (including net earnings attributable to noncontrolling interests) 297,979 358,298 25,016 (379,792 ) 301,501 Less: Net earnings attributable to noncontrolling interests — — 3,522 — 3,522 Net earnings attributable to Lennar $ 297,979 358,298 21,494 (379,792 ) 297,979 Comprehensive earnings attributable to Lennar $ 297,979 358,298 21,494 (379,792 ) 297,979 Comprehensive earnings attributable to noncontrolling interests $ — — 3,522 — 3,522 Condensed Consolidating Statement of Operations Six Months Ended May 31, 2014 (In thousands) Lennar Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Revenues: Lennar Homebuilding $ — 2,866,170 — — 2,866,170 Lennar Financial Services — 70,471 128,311 (10,814 ) 187,968 Rialto — — 101,348 — 101,348 Lennar Multifamily — 26,354 — — 26,354 Total revenues — 2,962,995 229,659 (10,814 ) 3,181,840 Cost and expenses: Lennar Homebuilding — 2,459,563 (1,385 ) (1,180 ) 2,456,998 Lennar Financial Services — 73,066 101,517 (9,373 ) 165,210 Rialto — — 127,180 — 127,180 Lennar Multifamily — 39,476 — — 39,476 Corporate general and administrative 73,898 — — 2,531 76,429 Total costs and expenses 73,898 2,572,105 227,312 (8,022 ) 2,865,293 Lennar Homebuilding equity in earnings from unconsolidated entities — 2,310 3,074 — 5,384 Lennar Homebuilding other income, net — 5,248 — (97 ) 5,151 Other interest expense (2,889 ) (22,978 ) — 2,889 (22,978 ) Rialto equity in earnings from unconsolidated entities — — 23,293 — 23,293 Rialto other income, net — — 2,366 — 2,366 Lennar Multifamily equity in loss from unconsolidated entities — (257 ) — — (257 ) Earnings (loss) before income taxes (76,787 ) 375,213 31,080 — 329,506 Benefit (provision) for income taxes 28,434 (138,835 ) (16,523 ) — (126,924 ) Equity in earnings from subsidiaries 264,189 16,181 — (280,370 ) — Net earnings (including net loss attributable to noncontrolling interests) 215,836 252,559 14,557 (280,370 ) 202,582 Less: Net loss attributable to noncontrolling interests — — (13,254 ) — (13,254 ) Net earnings attributable to Lennar $ 215,836 252,559 27,811 (280,370 ) 215,836 Comprehensive earnings attributable to Lennar $ 215,836 252,559 27,811 (280,370 ) 215,836 Comprehensive loss attributable to noncontrolling interests $ — — (13,254 ) — (13,254 ) Condensed Consolidating Statement of Cash Flows Six Months Ended May 31, 2015 (In thousands) Lennar Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Cash flows from operating activities: Net earnings (including net earnings attributable to noncontrolling interests) $ 297,979 358,298 25,016 (379,792 ) 301,501 Distributions of earnings from guarantor and non-guarantor subsidiaries 359,706 20,086 — (379,792 ) — Other adjustments to reconcile net earnings (including net earnings attributable to noncontrolling interests) to net cash provided by (used in) operating activities (315,966 ) (985,129 ) (374,731 ) 379,792 (1,296,034 ) Net cash provided by (used in) operating activities 341,719 (606,745 ) (349,715 ) (379,792 ) (994,533 ) Cash flows from investing activities: Proceeds from sale of operating properties — — 73,732 — 73,732 (Investments in and contributions to) and distributions of capital from Lennar Homebuilding unconsolidated entities — (11,716 ) 2,565 — (9,151 ) Investments in and contributions to Rialto unconsolidated entities, net of distributions of capital — — (17,869 ) — (17,869 ) Investments in and contributions to Lennar Multifamily unconsolidated entities, net of distributions of capital — — (4,482 ) — (4,482 ) Receipts of principal payments on Rialto loans receivable — — 13,335 — 13,335 Proceeds from sales of Rialto real estate owned — — 55,812 — 55,812 Other (23,345 ) (42,038 ) (53,330 ) — (118,713 ) Distributions of capital from guarantor and non-guarantor subsidiaries 30,000 30,000 — (60,000 ) — Intercompany (1,286,061 ) — — 1,286,061 — Net cash provided by (used in) investing activities (1,279,406 ) (23,754 ) 69,763 1,226,061 (7,336 ) Cash flows from financing activities: Net borrowings under unsecured revolving credit facility 450,000 — — — 450,000 Net borrowings under Lennar Financial Services warehouse facilities — — 161,273 — 161,273 Net borrowings under Rialto warehouse repurchase facilities — — 28,359 — 28,359 Proceeds from senior notes and debt issue costs 744,409 — (294 ) — 744,115 Redemption of senior notes (500,000 ) — — — (500,000 ) Principal payments on Rialto notes payable including structured notes — — (20,940 ) — (20,940 ) Net proceeds (repayments) on other borrowings 20,988 (88,647 ) (69,501 ) — (137,160 ) Net payments related to noncontrolling interests — — (77,570 ) — (77,570 ) Excess tax benefits from share-based awards 113 — — — 113 Common stock: Issuances 9,412 — — — 9,412 Repurchases (972 ) — — — (972 ) Dividends (16,418 ) (388,298 ) (51,494 ) 439,792 (16,418 ) Intercompany — 1,089,924 196,137 (1,286,061 ) — Net cash provided by financing activities 707,532 612,979 165,970 (846,269 ) 640,212 Net decrease in cash and cash equivalents (230,155 ) (17,520 ) (113,982 ) — (361,657 ) Cash and cash equivalents at beginning of period 633,318 255,501 392,995 — 1,281,814 Cash and cash equivalents at end of period $ 403,163 237,981 279,013 — 920,157 Condensed Consolidating Statement of Cash Flows Six Months Ended May 31, 2014 (In thousands) Lennar Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total Cash flows from operating activities: Net earnings (including net loss attributable to noncontrolling interests) $ 215,836 252,559 14,557 (280,370 ) 202,582 Distributions of earnings from guarantor and non-guarantor subsidiaries 264,189 16,181 — (280,370 ) — Other adjustments to reconcile net earnings (including net loss attributable to noncontrolling interests) to net cash provided by (used in) operating activities (247,474 ) (869,113 ) (88,061 ) 280,370 (924,278 ) Net cash provided by (used in) operating activities 232,551 (600,373 ) (73,504 ) (280,370 ) (721,696 ) Cash flows from investing activities: Distributions of capital from Lennar Homebuilding unconsolidated entities, net of investments in and contributions to — 15,976 2,219 — 18,195 Distributions of capital from Rialto unconsolidated entities, net of investments in and contributions to — — 11,880 — 11,880 Distributions of capital from Lennar Multifamily unconsolidated entities, net of investments in and contributions to — 28,267 — — 28,267 Receipts of principal payments on Rialto loans receivable — — 8,357 — 8,357 Proceeds from sales of Rialto real estate owned — — 112,409 — 112,409 Other (408 ) 20,121 (10,915 ) — 8,798 Distribution of capital from guarantor subsidiaries 160,000 — — (160,000 ) — Intercompany (975,792 ) — — 975,792 — Net cash provided by (used in) investing activities (816,200 ) 64,364 123,950 815,792 187,906 Cash flows from financing activities: Net borrowings under Lennar Financial Services warehouse facilities — — 85,782 — 85,782 Net repayments under Rialto warehouse repurchase facilities — — (31,593 ) — (31,593 ) Net proceeds from senior notes 495,725 — 175,405 — 671,130 Principal payments on Rialto notes payable — — (5,870 ) — (5,870 ) Net payments on other borrowings (1,150 ) (119,358 ) (9,736 ) — (130,244 ) Exercise of land option contracts from an unconsolidated land investment venture — (1,540 ) — — (1,540 ) Net payments related to noncontrolling interests — — (60,804 ) — (60,804 ) Excess tax benefit from share-based awards 282 — — — 282 Common stock: Issuances 13,302 — — — 13,302 Repurchases (566 ) — — — (566 ) Dividends (16,355 ) (252,559 ) (187,811 ) 440,370 (16,355 ) Intercompany — 930,341 45,451 (975,792 ) — Net cash provided by financing activities 491,238 556,884 10,824 (535,422 ) 523,524 Net (decrease) increase in cash and cash equivalents (92,411 ) 20,875 61,270 — (10,266 ) Cash and cash equivalents at beginning of period 547,101 152,753 270,651 — 970,505 Cash and cash equivalents at end of period $ 454,690 173,628 331,921 — 960,239 |