Supplemental Financial Information | Supplemental Financial Information The indentures governing the Company’s 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, 4.750% senior notes due 2021, 4.125% senior notes due 2022, 4.750% senior notes due 2022, 4.875% senior notes due 2023, 4.50% senior notes due 2024 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 August 31, 2017 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 August 31, 2017 was as follows: Condensed Consolidating Balance Sheet August 31, 2017 (In thousands) Lennar Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total ASSETS Lennar Homebuilding: Cash and cash equivalents, restricted cash and receivables, net $ 385,066 258,646 16,570 — 660,282 Inventories — 10,625,325 296,259 — 10,921,584 Investments in unconsolidated entities — 999,819 16,769 — 1,016,588 Goodwill — 140,270 — — 140,270 Other assets 247,684 597,581 108,265 (16,734 ) 936,796 Investments in subsidiaries 4,481,309 52,454 — (4,533,763 ) — Intercompany 8,214,897 — — (8,214,897 ) — 13,328,956 12,674,095 437,863 (12,765,394 ) 13,675,520 Lennar Financial Services — 125,493 1,262,213 (2,518 ) 1,385,188 Rialto — — 1,195,407 — 1,195,407 Lennar Multifamily — — 683,258 — 683,258 Total assets $ 13,328,956 12,799,588 3,578,741 (12,767,912 ) 16,939,373 LIABILITIES AND EQUITY Lennar Homebuilding: Accounts payable and other liabilities $ 556,909 918,602 136,621 (19,252 ) 1,592,880 Liabilities related to consolidated inventory not owned — 368,179 13,500 — 381,679 Senior notes and other debts payable 5,217,787 280,249 25,729 — 5,523,765 Intercompany — 7,032,364 1,182,533 (8,214,897 ) — 5,774,696 8,599,394 1,358,383 (8,234,149 ) 7,498,324 Lennar Financial Services — 39,806 910,292 — 950,098 Rialto — — 703,329 — 703,329 Lennar Multifamily — — 128,162 — 128,162 Total liabilities 5,774,696 8,639,200 3,100,166 (8,234,149 ) 9,279,913 Stockholders’ equity 7,554,260 4,160,388 373,375 (4,533,763 ) 7,554,260 Noncontrolling interests — — 105,200 — 105,200 Total equity 7,554,260 4,160,388 478,575 (4,533,763 ) 7,659,460 Total liabilities and equity $ 13,328,956 12,799,588 3,578,741 (12,767,912 ) 16,939,373 Condensed Consolidating Balance Sheet November 30, 2016 (In thousands) Lennar Corporation Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Adjustments Total ASSETS Lennar Homebuilding: Cash and cash equivalents, restricted cash and receivables, net $ 705,126 436,090 21,875 — 1,163,091 Inventories — 8,901,874 277,052 — 9,178,926 Investments in unconsolidated entities — 793,840 17,883 — 811,723 Other assets 227,267 346,865 84,224 (7,328 ) 651,028 Investments in subsidiaries 3,918,687 130,878 — (4,049,565 ) — Intercompany 7,017,962 — — (7,017,962 ) — 11,869,042 10,609,547 401,034 (11,074,855 ) 11,804,768 Lennar Financial Services loans held-for-sale — — 939,405 — 939,405 Lennar Financial Services all other assets — 103,000 715,758 (3,491 ) 815,267 Rialto — — 1,276,210 — 1,276,210 Lennar Multifamily — — 526,131 — 526,131 Total assets $ 11,869,042 10,712,547 3,858,538 (11,078,346 ) 15,361,781 LIABILITIES AND EQUITY Lennar Homebuilding: Accounts payable and other liabilities $ 473,103 778,249 79,462 (10,819 ) 1,319,995 Liabilities related to consolidated inventory not owned — 13,582 96,424 — 110,006 Senior notes and other debts payable 4,369,897 203,572 2,508 — 4,575,977 Intercompany — 6,071,778 946,184 (7,017,962 ) — 4,843,000 7,067,181 1,124,578 (7,028,781 ) 6,005,978 Lennar Financial Services — 38,530 1,279,753 — 1,318,283 Rialto — — 707,980 — 707,980 Lennar Multifamily — — 117,973 — 117,973 Total liabilities 4,843,000 7,105,711 3,230,284 (7,028,781 ) 8,150,214 Stockholders’ equity 7,026,042 3,606,836 442,729 (4,049,565 ) 7,026,042 Noncontrolling interests — — 185,525 — 185,525 Total equity 7,026,042 3,606,836 628,254 (4,049,565 ) 7,211,567 Total liabilities and equity $ 11,869,042 10,712,547 3,858,538 (11,078,346 ) 15,361,781 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Three Months Ended August 31, 2017 (In thousands) Lennar Guarantor Non-Guarantor Consolidating Adjustments Total Revenues: Lennar Homebuilding $ — 2,872,920 12,275 — 2,885,195 Lennar Financial Services — 90,220 129,853 (5,017 ) 215,056 Rialto — — 57,810 — 57,810 Lennar Multifamily — — 103,457 (42 ) 103,415 Total revenues — 2,963,140 303,395 (5,059 ) 3,261,476 Cost and expenses: Lennar Homebuilding — 2,483,401 12,107 (3,443 ) 2,492,065 Lennar Financial Services — 79,077 89,656 (2,734 ) 165,999 Rialto — — 49,574 (71 ) 49,503 Lennar Multifamily — — 105,956 — 105,956 Corporate general and administrative 71,285 310 — 1,265 72,860 Total costs and expenses 71,285 2,562,788 257,293 (4,983 ) 2,886,383 Lennar Homebuilding equity in loss from unconsolidated entities — (9,647 ) (4 ) — (9,651 ) Lennar Homebuilding other income (expense), net (67 ) 1,244 1,544 76 2,797 Rialto equity in earnings from unconsolidated entities — — 4,858 — 4,858 Rialto other expense, net — — (16,357 ) — (16,357 ) Lennar Multifamily equity in earnings from unconsolidated entities — — 11,645 — 11,645 Earnings (loss) before income taxes (71,352 ) 391,949 47,788 — 368,385 Benefit (provision) for income taxes 23,689 (128,170 ) (20,314 ) — (124,795 ) Equity in earnings from subsidiaries 296,828 22,477 — (319,305 ) — Net earnings (including net loss attributable to noncontrolling interests) 249,165 286,256 27,474 (319,305 ) 243,590 Less: Net loss attributable to noncontrolling interests — — (5,575 ) — (5,575 ) Net earnings attributable to Lennar $ 249,165 286,256 33,049 (319,305 ) 249,165 Other comprehensive income, net of tax: Net unrealized gains on securities available-for-sale $ — — 165 — 165 Other comprehensive income attributable to Lennar $ 249,165 286,256 33,214 (319,305 ) 249,330 Other comprehensive loss attributable to noncontrolling interests $ — — (5,575 ) — (5,575 ) Condensed Consolidating Statement of Operations and Comprehensive Income Three Months Ended August 31, 2016 (In thousands) Lennar Guarantor Non-Guarantor Consolidating Adjustments Total Revenues: Lennar Homebuilding $ — 2,492,189 4,780 — 2,496,969 Lennar Financial Services — 60,518 135,939 (5,013 ) 191,444 Rialto — — 63,885 — 63,885 Lennar Multifamily — — 81,620 (24 ) 81,596 Total revenues — 2,552,707 286,224 (5,037 ) 2,833,894 Cost and expenses: Lennar Homebuilding — 2,157,506 7,309 (788 ) 2,164,027 Lennar Financial Services — 50,602 92,431 (4,837 ) 138,196 Rialto — — 62,721 (415 ) 62,306 Lennar Multifamily — — 84,007 — 84,007 Corporate general and administrative 59,644 255 — 1,265 61,164 Total costs and expenses 59,644 2,208,363 246,468 (4,775 ) 2,509,700 Lennar Homebuilding equity in earnings (loss) from unconsolidated entities — (18,127 ) 93 — (18,034 ) Lennar Homebuilding other income, net (251 ) 28,850 1,113 262 29,974 Rialto equity in earnings from unconsolidated entities — — 5,976 — 5,976 Rialto other expense, net — — (7,612 ) — (7,612 ) Lennar Multifamily equity in earnings from unconsolidated entities — — 5,060 — 5,060 Earnings (loss) before income taxes (59,895 ) 355,067 44,386 — 339,558 Benefit (provision) for income taxes 18,646 (106,867 ) (18,206 ) — (106,427 ) Equity in earnings from subsidiaries 277,091 22,301 — (299,392 ) — Net earnings (including net loss attributable to noncontrolling interests) 235,842 270,501 26,180 (299,392 ) 233,131 Less: Net loss attributable to noncontrolling interests — — (2,711 ) — (2,711 ) Net earnings attributable to Lennar $ 235,842 270,501 28,891 (299,392 ) 235,842 Other comprehensive income, net of tax: Net unrealized gain on securities available-for-sale $ — — 639 — 639 Reclassification adjustments for gains included in earnings, net of tax — — (31 ) — (31 ) Other comprehensive income attributable to Lennar $ 235,842 270,501 29,499 (299,392 ) 236,450 Other comprehensive loss attributable to noncontrolling interests $ — — (2,711 ) — (2,711 ) Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Nine Months Ended August 31, 2017 (In thousands) Lennar Guarantor Non-Guarantor Consolidating Adjustments Total Revenues: Lennar Homebuilding $ — 7,761,414 28,216 — 7,789,630 Lennar Financial Services — 227,325 359,152 (15,015 ) 571,462 Rialto — — 207,804 — 207,804 Lennar Multifamily — — 292,009 (109 ) 291,900 Total revenues — 7,988,739 887,181 (15,124 ) 8,860,796 Cost and expenses: Lennar Homebuilding — 6,802,418 30,693 (4,002 ) 6,829,109 Lennar Financial Services — 205,875 266,317 (14,178 ) 458,014 Rialto — — 175,705 (213 ) 175,492 Lennar Multifamily — — 301,303 — 301,303 Corporate general and administrative 195,681 856 — 3,796 200,333 Total costs and expenses 195,681 7,009,149 774,018 (14,597 ) 7,964,251 Lennar Homebuilding equity in loss from unconsolidated entities — (42,675 ) (16 ) — (42,691 ) Lennar Homebuilding other income (expense), net (498 ) 7,897 4,438 527 12,364 Lennar Homebuilding loss due to litigation — (140,000 ) — — (140,000 ) Rialto equity in earnings from unconsolidated entities — — 11,310 — 11,310 Rialto other expense, net — — (54,119 ) — (54,119 ) Lennar Multifamily equity in earnings from unconsolidated entities — — 44,219 — 44,219 Earnings (loss) before income taxes (196,179 ) 804,812 118,995 — 727,628 Benefit (provision) for income taxes 65,955 (263,886 ) (55,725 ) — (253,656 ) Equity in earnings from subsidiaries 631,114 50,785 — (681,899 ) — Net earnings (including net loss attributable to noncontrolling interests) 500,890 591,711 63,270 (681,899 ) 473,972 Less: Net loss attributable to noncontrolling interests — — (26,918 ) — (26,918 ) Net earnings attributable to Lennar $ 500,890 591,711 90,188 (681,899 ) 500,890 Other comprehensive income, net of tax: Net unrealized gain on securities available-for-sale $ — — 1,556 — 1,556 Reclassification adjustments for loss included in earnings, net of tax — — 4 — 4 Other comprehensive income attributable to Lennar $ 500,890 591,711 91,748 (681,899 ) 502,450 Other comprehensive loss attributable to noncontrolling interests $ — — (26,918 ) — (26,918 ) Condensed Consolidating Statement of Operations and Comprehensive Income Nine Months Ended August 31, 2016 (In thousands) Lennar Guarantor Non-Guarantor Consolidating Adjustments Total Revenues: Lennar Homebuilding $ — 6,729,555 4,780 — 6,734,335 Lennar Financial Services — 154,438 351,923 (15,021 ) 491,340 Rialto — — 152,434 — 152,434 Lennar Multifamily — — 195,320 (56 ) 195,264 Total revenues — 6,883,993 704,457 (15,077 ) 7,573,373 Cost and expenses: Lennar Homebuilding — 5,840,084 15,941 (11,505 ) 5,844,520 Lennar Financial Services — 140,618 243,755 (5,300 ) 379,073 Rialto — — 156,198 (782 ) 155,416 Lennar Multifamily — — 204,244 — 204,244 Corporate general and administrative 160,074 764 — 3,796 164,634 Total costs and expenses 160,074 5,981,466 620,138 (13,791 ) 6,747,887 Lennar Homebuilding equity in earnings (loss) from unconsolidated entities — (25,138 ) 471 — (24,667 ) Lennar Homebuilding other income (expense), net (1,257 ) 41,800 1,239 1,286 43,068 Rialto equity in earnings from unconsolidated entities — — 14,337 — 14,337 Rialto other expense, net — — (27,888 ) — (27,888 ) Lennar Multifamily equity in earnings from unconsolidated entities — — 38,754 — 38,754 Earnings (loss) before income taxes (161,331 ) 919,189 111,232 — 869,090 Benefit (provision) for income taxes 49,706 (277,230 ) (38,945 ) — (266,469 ) Equity in earnings from subsidiaries 710,016 42,297 — (752,313 ) — Net earnings (including net earnings attributable to noncontrolling interests) 598,391 684,256 72,287 (752,313 ) 602,621 Less: Net earnings attributable to noncontrolling interests — — 4,230 — 4,230 Net earnings attributable to Lennar $ 598,391 684,256 68,057 (752,313 ) 598,391 Other comprehensive income, net of tax: Net unrealized gain on securities available-for-sale $ — — 1,121 — 1,121 Reclassification adjustments for gains included in earnings, net of tax — — (37 ) — (37 ) Other comprehensive income attributable to Lennar $ 598,391 684,256 69,141 (752,313 ) 599,475 Other comprehensive income attributable to noncontrolling interests $ — — 4,230 — 4,230 Condensed Consolidating Statement of Cash Flows Nine Months Ended August 31, 2017 (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) $ 500,890 591,711 63,270 (681,899 ) 473,972 Distributions of earnings from guarantor and non-guarantor subsidiaries 631,114 50,785 — (681,899 ) — Other adjustments to reconcile net earnings (including net loss attributable to noncontrolling interests) to net cash provided by operating activities (495,120 ) (596,338 ) 263,300 681,899 (146,259 ) Net cash provided by operating activities 636,884 46,158 326,570 (681,899 ) 327,713 Cash flows from investing activities: Investments in and contributions to unconsolidated entities, net of distributions of capital — (232,378 ) (25,622 ) — (258,000 ) Proceeds from sales of real estate owned — — 72,952 — 72,952 Receipt of principal payment on loans held-for-sale — — 5,937 — 5,937 Originations of loans receivable — — (57,375 ) — (57,375 ) Purchases of commercial mortgage-backed securities bonds — — (70,187 ) — (70,187 ) Acquisition, net of cash acquired (611,103 ) — (296 ) — (611,399 ) Other (6,174 ) (36,168 ) 2,863 — (39,479 ) Distributions of capital from guarantor and non-guarantor subsidiaries 80,000 80,000 — (160,000 ) — Intercompany (1,200,426 ) — — 1,200,426 — Net cash used in investing activities (1,737,703 ) (188,546 ) (71,728 ) 1,040,426 (957,551 ) Cash flows from financing activities: Net repayments under warehouse facilities — (78 ) (397,682 ) — (397,760 ) Proceeds from senior notes and debt issuance costs 1,240,089 — (6,786 ) — 1,233,303 Redemption of senior notes (400,000 ) (258,595 ) — — (658,595 ) Net proceeds on Rialto notes payable — — 44,550 — 44,550 Net proceeds (payments) on other borrowings — (50,691 ) 71,323 — 20,632 Net payments related to noncontrolling interests — (51,483 ) — (51,483 ) Excess tax benefits from share-based awards 1,980 — — — 1,980 Common stock: Issuances 693 — — — 693 Repurchases (27,104 ) — — — (27,104 ) Dividends (28,181 ) (671,711 ) (170,188 ) 841,899 (28,181 ) Intercompany — 951,237 249,189 (1,200,426 ) — Net cash provided by (used in) financing activities 787,477 (29,838 ) (261,077 ) (358,527 ) 138,035 Net decrease in cash and cash equivalents (313,342 ) (172,226 ) (6,235 ) — (491,803 ) Cash and cash equivalents at beginning of period 697,112 377,070 255,347 — 1,329,529 Cash and cash equivalents at end of period $ 383,770 204,844 249,112 — 837,726 Condensed Consolidating Statement of Cash Flows Nine Months Ended August 31, 2016 (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) $ 598,391 684,256 72,287 (752,313 ) 602,621 Distributions of earnings from guarantor and non-guarantor subsidiaries 710,016 42,297 — (752,313 ) — Other adjustments to reconcile net earnings (including net earnings attributable to noncontrolling interests) to net cash provided by (used in) operating activities (712,476 ) (707,332 ) 61,794 752,313 (605,701 ) Net cash provided by (used in) operating activities 595,931 19,221 134,081 (752,313 ) (3,080 ) Cash flows from investing activities: Proceeds from sale of operating properties and equipment — 17,450 — — 17,450 Investments in and contributions to unconsolidated entities, net of distributions of capital — (100,475 ) (9,752 ) — (110,227 ) Proceeds from sales of real estate owned — — 66,638 — 66,638 Originations/purchases of loans receivable — — (56,507 ) — (56,507 ) Receipts of principal payments on loans receivable and other — — 57,733 — 57,733 Purchases of commercial mortgage-backed securities bonds — — (33,005 ) — (33,005 ) Other (8,836 ) (41,120 ) (8,801 ) — (58,757 ) Distributions of capital from guarantor and non-guarantor subsidiaries 40,000 40,000 — (80,000 ) — Intercompany (956,734 ) — — 956,734 — Net cash provided by (used in) investing activities (925,570 ) (84,145 ) 16,306 876,734 (116,675 ) Cash flows from financing activities: Net borrowings under unsecured revolving credit facility 125,000 — — — 125,000 Net (repayments) borrowings under warehouse facilities — 141 (137,466 ) — (137,325 ) Proceeds from senior notes and debt issuance costs 495,974 — (931 ) — 495,043 Redemption of senior notes (250,000 ) — — — (250,000 ) Conversions and exchanges of convertible senior notes (233,893 ) — — — (233,893 ) Principal payments on Rialto notes payable including structured notes — — (4,121 ) — (4,121 ) Net payments on other borrowings — (99,804 ) — (99,804 ) Net payments related to noncontrolling interests — (97,912 ) — (97,912 ) Excess tax benefits from share-based awards 7,039 — — — 7,039 Common stock: Issuances 19,471 — — — 19,471 Repurchases (19,871 ) — — — (19,871 ) Dividends (26,222 ) (724,256 ) (108,057 ) 832,313 (26,222 ) Intercompany — 782,877 173,857 (956,734 ) — Net cash provided by (used in) financing activities 117,498 (41,042 ) (174,630 ) (124,421 ) (222,595 ) Net decrease in cash and cash equivalents (212,141 ) (105,966 ) (24,243 ) — (342,350 ) Cash and cash equivalents at beginning of period 575,821 336,048 246,576 — 1,158,445 Cash and cash equivalents at end of period $ 363,680 230,082 222,333 — 816,095 |