Item 15. Exhibits, Financial Statement Schedules.
20K characters. Original on sec.gov ·
Item 15. Exhibits, Financial Statement Schedules.
| (a) | Documents filed as part of this Report. |
| 1. | The following financial statements are contained in Item 8: |
| 2. | The following financial statement schedule is included in this Report: |
| Financial Statement Schedule | Page in this Report |
| Report of Independent Registered Public Accounting Firm | 132 |
| Schedule II—Valuation and Qualifying Accounts | 133 |
Information required by other schedules has either been incorporated in the consolidated financial statements and accompanying notes or is not applicable to us.
| 3. | The following exhibits are filed with this Report or incorporated by reference: |
| 2.1 | Contribution and Sale Agreement, dated as of July 2, 2015, by and among Five Point Holdings, Inc., Newhall Holding Company, LLC, Newhall Intermediary Holding Company, LLC, Newhall Land Development, LLC, The Shipyard Communities, LLC, UST Lennar HW Scala SF Joint Venture, HPSCP Opportunities, L.P., Heritage Fields LLC, Lennar Heritage Fields, LLC, MSD Heritage Fields, LLC, FPC-HF Venture I, LLC, Heritage Fields Capital Co-Investor Member LLC, LNR HF II, LLC, FivePoint Communities Management, Inc., Five Point Communities, LP, Lennar Homes of California, Inc. and Emile Haddad - Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, dated July 7, 2015. |
| 2.2 | Amended and Restated Contribution and Sale Agreement, dated as of July 2, 2015, as amended and restated as of December 17, 2015, by and among Five Point Holdings, Inc., Newhall Holding Company, LLC, Newhall Intermediary Holding Company, LLC, Newhall Land Development, LLC, The Shipyard Communities, LLC, UST Lennar HW Scala SF Joint Venture, HPSCP Opportunities, L.P., Heritage Fields LLC, Lennar Heritage Fields, LLC, MSD Heritage Fields, LLC, FPC HF Venture I, LLC, Heritage Fields Capital Co Investor Member LLC, LNR HF II, LLC, Five Point Communities Management, Inc., Five Point Communities, LP, Lennar Homes Of California, Inc., and Emile Haddad - Incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K, dated December 21, 2015. |
| 2.3 | Second Amended and Restated Contribution and Sale Agreement, dated as of July 2, 2015, as amended and restated as of May 2, 2016, by and among Five Point Holdings, Inc., Newhall Holding Company, LLC, Newhall Intermediary Holding Company, LLC, Newhall Land Development, LLC, The Shipyard Communities, LLC, UST Lennar HW Scala SF Joint Venture, HPSCP Opportunities, L.P., Heritage Fields LLC, LenFive, LLC, MSD Heritage Fields, LLC, FPC-HF Venture I, LLC, Heritage Fields Capital Co-Investor Member LLC, LNR HF II, LLC, Five Point Communities Management, Inc., Five Point Communities, LP, Lennar Homes of California, Inc. and Emile Haddad - Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, dated May 2, 2016. |
| 2.4 | Agreement and Plan of Merger among WCI Communities, Inc., Lennar Corporation, Marlin Green Corp., and Marlin Blue LLC Dated September 22, 2016 - Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, dated September 22, 2016. |
| 3.1 | Restated Certificate of Incorporation of the Company, dated January 14, 2015 - Incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2014. |
| 3.2 | Bylaws of the Company, as amended effective October 3, 2013 - Incorporated by reference to Exhibit 3.6 of the Company’s Current Report on Form 8-K, dated October 4, 2013. |
| 4.1 | Indenture, dated as of December 31, 1997, between Lennar Corporation and Bank One Trust Company, N.A., as trustee - Incorporated by reference to Exhibit 4 of the Company’s Registration Statement on Form S-3, Registration No. 333-45527, filed with the Commission on February 3, 1998. |
| 4.2 | Indenture, dated April 30, 2009, between Lennar and The Bank of New York Mellon, as trustee (relating to Lennar’s 12.25% Senior Notes due 2017) - Incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K, dated April 30, 2009. |
| 4.3 | Indenture, dated May 4, 2010, between Lennar and The Bank of New York Mellon, as trustee (relating to Lennar’s 6.95% Senior Notes due 2018) - Incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-4, Registration No. 333-167622, filed with the Commission on June 18, 2010. |
| 4.4 | Indenture, dated July 20, 2012, between Lennar and The Bank of New York Mellon Trust Company, N.A., as trustee (relating to Lennar’s 4.75% Senior Notes due 2017) - Incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form S-4, Registration No. 333-183755, filed with the Commission on September 6, 2012. |
| 4.5 | Indenture, dated October 23, 2012, between Lennar and The Bank of New York Mellon Trust Company, N.A., as trustee (relating to Lennar’s 4.750% Senior Notes due 2022) - Incorporated by reference to Exhibit 4.12 of the Company's Annual Report on Form 10-K, for the fiscal year ended November 30, 2012. |
| 4.6 | Indenture, dated February 4, 2013, between Lennar and The Bank of New York Mellon Trust Company, N.A., as trustee (relating to Lennar’s 4.125% Senior Notes due 2018) - Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 10-Q for the quarter ended February 28, 2013. |
| 4.7 | Eighth Supplemental Indenture, dated as of February 12, 2014, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, including the form of 4.50% Senior Notes due 2019 - Incorporated by reference to Exhibit 4.12 of the Company’s Current Report on Form 8-K, dated February 13, 2014. |
| 4.8 | Ninth Supplemental Indenture, dated as of November 25, 2014, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, including the form of 4.500% Senior Notes due 2019 - Incorporated by reference to Exhibit 4.13 of the Company’s Current Report on Form 8-K, dated November 25, 2014. |
| 4.9 | Tenth Supplemental Indenture, dated as of April 28, 2015, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, including the form of 4.750% Senior Notes due 2025 - Incorporated by reference to Exhibit 4.14 of the Company’s Current Report on Form 8-K, dated April 29, 2015. |
| 4.10 | Eleventh Supplemental Indenture, dated as of November 5, 2015, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, including the form of 4.875% Senior Notes due 2023 - Incorporated by reference to Exhibit 4.15 of the Company’s Current Report on Form 8-K, dated November 6, 2015. |
| 4.11 | Twelfth Supplemental Indenture, dated as of March 4, 2016, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, including the form of 4.750% Senior Notes due 2021 - Incorporated by reference to Exhibit 4.16 of the Company’s Current Report on Form 8-K, dated March 4, 2016. |
| 10.1* | Lennar Corporation 2007 Equity Incentive Plan, as amended effective January 12, 2012 - Incorporated by reference to Exhibit 1 of the Company’s Proxy Statement on Schedule 14A dated March 2, 2012. |
| 10.2* | Lennar Corporation 2012 Incentive Compensation Plan - Incorporated by reference to Exhibit 2 of the Company’s Proxy Statement on Schedule 14A dated March 2, 2012. |
| 10.3* | Lennar Corporation Nonqualified Deferred Compensation Plan - Incorporated by reference to Exhibit 10 of the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2002. |
| 10.4* | Lennar Corporation 2016 Equity Incentive Plan - Incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 2, 2016. |
| 10.5* | Lennar Corporation 2016 Incentive Compensation Plan - Incorporated by reference to Exhibit B of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 2, 2016. |
| 10.6* | Aircraft Time-Sharing Agreement, dated August 17, 2005, between U.S. Home Corporation and Stuart Miller -Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated August 17, 2005. |
| 10.7* | Amendment No. 1 to Aircraft Time-Sharing Agreement, dated September 1, 2005, between U.S. Home Corporation and Stuart Miller - Incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2005. |
| 10.8 | Amended and Restated Aircraft Dry Lease Agreement, dated December 1, 2008, between U.S. Home Corporation and Stuart Miller - Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated February 18, 2009. |
| 10.9* | Aircraft Time-Sharing Agreement, dated January 26, 2011, between U.S. Home Corporation and Richard Beckwitt -Incorporated by reference to Exhibit 10.22 of the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2010. |
| 10.10 | Membership Interest Purchase Agreement, dated as of November 30, 2007, by and among Lennar, Lennar Homes of California, Inc., the Sellers named in the agreement and MS Rialto Residential Holdings, LLC. - Incorporated by reference to Exhibit 10.23 of the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2007. |
| 10.11 | Third Amended and Restated Credit Agreement, dated as of April 17, 2015, among Lennar Corporation, as borrower, JPMorgan Chase Bank, N.A., as swingline lender, issuing lender, and administrative agent, the several lenders from time to time parties thereto, and the other parties and agents therein - Incorporated by reference to Exhibit 10.21 of the Company’s Current Report on Form 8-K, dated April 20, 2015. |
| 10.12 | Third Amended and Restated Guarantee Agreement, dated as of April 17, 2015, among certain of Lennar Corporation’s subsidiaries in favor of guaranteed parties referred to therein - Incorporated by reference to Exhibit 10.22 of the Company’s Current Report on Form 8-K, dated April 20, 2015. |
| 10.13 | Fourth Amended and Restated Credit Agreement, dated as of June 24, 2016, among Lennar Corporation, as borrower, JPMorgan Chase Bank, N.A., as swingline lender, issuing lender, and administrative agent, the several lenders from time to time parties thereto, and the other parties and agents therein - Incorporated by reference to Exhibit 10.19 of the Company’s Current Report on Form 8-K, dated June 24, 2016. |
| 10.14 | Fourth Amended and Restated Guarantee Agreement, dated as of June 24, 2016, among certain of Lennar Corporation’s subsidiaries in favor of guaranteed parties referred to therein - Incorporated by reference to Exhibit 10.20 of the Company’s Current Report on Form 8-K, dated June 24, 2016. |
| 10.15 | Indenture, dated November 14, 2013, among Rialto Holdings, LLC, Rialto Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee, including the form of 7.000% Senior Notes due 2018 - Incorporated by reference to Exhibit 10.20 of the Company’s Current Report on Form 8-K, dated November 14, 2013. |
| 10.16* | 2015 Award Agreements for Stuart Miller, Rick Beckwitt, Jonathan Jaffe, Bruce Gross and Mark Sustana - Incorporated by reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2014. |
| 10.17* | 2016 Award Agreements for Stuart Miller, Rick Beckwitt, Jonathan Jaffe, Bruce Gross and Mark Sustana - Incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2015. |
| 10.18* | 2017 Award Agreements for Stuart Miller, Rick Beckwitt, Jonathan Jaffe, Bruce Gross and Mark Sustana.** |
| 10.19 | Form of Aircraft Time Sharing Agreement, dated February 12, 2015, between U.S. Home Corporation and Lessee -Incorporated by reference to Exhibit 10.19 of the Company’s Current Report on Form 8-K, dated February 19, 2015. |
| 10.20 | Amendment, dated February 12, 2015, to Amended and Restated Aircraft Dry Lease Agreement, dated December 1, 2008, among Lennar Aircraft I, LLC, U.S. Home Corporation and Stuart Miller - Incorporated by reference to Exhibit 10.20 of the Company’s Current Report on Form 8-K, dated February 19, 2015. |
| 21 | List of subsidiaries.** |
| 23 | Consent of Independent Registered Public Accounting Firm.** |
| 31.1 | Rule 13a-14a/15d-14(a) Certification of Stuart Miller.** |
| 31.2 | Rule 13a-14a/15d-14(a) Certification of Bruce Gross.** |
| 32 | Section 1350 Certifications of Stuart Miller and Bruce Gross.** |
| 101 | The following financial statements from Lennar Corporation Annual Report on Form 10-K for the year ended November 30, 2016, filed on January 20, 2017, formatted in XBRL (Extensible Business Reporting Language); (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statements of Equity (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements. |
- Management contract or compensatory plan or arrangement.
** Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| LENNAR CORPORATION | ||
| /S/ STUART MILLER | ||
| Stuart Miller | ||
| Chief Executive Officer and Director | ||
| Date: | January 20, 2017 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| Principal Executive Officer: | ||
| Stuart Miller | /S/ STUART MILLER | |
| Chief Executive Officer and Director | Date: | January 20, 2017 |
| Principal Financial Officer: | ||
| Bruce Gross | /S/ BRUCE GROSS | |
| Vice President and Chief Financial Officer | Date: | January 20, 2017 |
| Principal Accounting Officer: | ||
| David M. Collins | /S/ DAVID M. COLLINS | |
| Controller | Date: | January 20, 2017 |
| Directors: | ||
| Irving Bolotin | /S/ IRVING BOLOTIN | |
| Date: | January 20, 2017 | |
| Steven L. Gerard | /S/ STEVEN L. GERARD | |
| Date: | January 20, 2017 | |
| Theron I. ("Tig") Gilliam, Jr. | /s/ THERON I. ("TIG") GILLIAM, JR. | |
| Date: | January 20, 2017 | |
| Sherrill W. Hudson | /S/ SHERRILL W. HUDSON | |
| Date: | January 20, 2017 | |
| Sidney Lapidus | /S/ SIDNEY LAPIDUS | |
| Date: | January 20, 2017 | |
| Teri McClure | /S/ TERI MCCLURE | |
| Date: | January 20, 2017 | |
| Armando Olivera | /S/ ARMANDO OLIVERA | |
| Date: | January 20, 2017 | |
| Jeffrey Sonnenfeld | /S/ JEFFREY SONNENFELD | |
| Date: | January 20, 2017 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Lennar Corporation
We have audited the consolidated financial statements of Lennar Corporation and subsidiaries (the "Company") as of November 30, 2016 and 2015, and for each of the three years in the period ended November 30, 2016, and the Company’s internal control over financial reporting as of November 30, 2016, and have issued our reports thereon dated January 20, 2017; such consolidated financial statements and reports are included elsewhere in this Form 10-K. Our audits also included the consolidated financial statement schedule of the Company listed in Item 15. This consolidated financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
| /s/ DELOITTE & TOUCHE LLP |
| Certified Public Accountants |
| Miami, Florida |
| January 20, 2017 |
LENNAR CORPORATION AND SUBSIDIARIES
Schedule II—Valuation and Qualifying Accounts
Years Ended November 30, 2016**,** 2015 and 2014
| Additions | |||||||||||||||
| (In thousands) | Beginning balance | Charged to costs and expenses | Charged (credited) to other accounts | Deductions | Ending balance | ||||||||||
| Year ended November 30, 2016 | |||||||||||||||
| Allowances deducted from assets to which they apply: | |||||||||||||||
| Allowances for doubtful accounts and notes and other receivables | $ | 768 | 125 | (88 | ) | (477 | ) | 328 | |||||||
| Allowance for loan losses and loans receivable | $ | 39,486 | 18,818 | — | (24,729 | ) | 33,575 | ||||||||
| Allowance against net deferred tax assets | $ | 5,945 | — | — | (172 | ) | 5,773 | ||||||||
| Year ended November 30, 2015 | |||||||||||||||
| Allowances deducted from assets to which they apply: | |||||||||||||||
| Allowances for doubtful accounts and notes and other receivables | $ | 3,257 | 370 | (2,528 | ) | (331 | ) | 768 | |||||||
| Allowance for loan losses and loans receivable | $ | 62,104 | 11,465 | — | (34,083 | ) | 39,486 | ||||||||
| Allowance against net deferred tax assets | $ | 8,029 | — | — | (2,084 | ) | 5,945 | ||||||||
| Year ended November 30, 2014 | |||||||||||||||
| Allowances deducted from assets to which they apply: | |||||||||||||||
| Allowances for doubtful accounts and notes and other receivables | $ | 3,067 | 207 | 323 | (340 | ) | 3,257 | ||||||||
| Allowance for loan losses and loans receivable | $ | 24,687 | 57,207 | — | (19,790 | ) | 62,104 | ||||||||
| Allowance against net deferred tax assets | $ | 12,706 | — | — | (4,677 | ) | 8,029 |
Previous: Item 14. Principal Accounting Fees and Services.