ITEM 1. BUSINESS
(a) General Development of Business.
Lennar Corporation (together with its subsidiaries, the "Company") is a full service real estate company. The Company's operations include homebuilding, real estate investment and financial services. The Company's homebuilding operations include the construction and sale of homes, as well as the purchase, development and sale of residential land. The Investment Division is involved in the development, management and leasing, as well as the acquisition and sale, of commercial real estate and other real estate related assets. The financial services operations consist of mortgage loan servicing and origination, closing and title services and investments in rated commercial real estate mortgage-backed securities.
In 1992, the Company, through its Investment Division, began acquiring portfolios of commercial real estate assets, including real estate related loans, which it believed it could liquidate at a profit. The Company had entered into a total of six partnerships as of November 30, 1994, all of which have been formed to acquire and manage a portfolio of assets. The six partnerships include four new partnerships which were formed during 1994. Shortly after the end of the 1994 fiscal year, the Company formed a seventh partnership which consisted primarily of assets located in California and consequently opened an Investment Division office in Los Angeles. The Company shares in the profits and losses of the partnerships and also receives fees for the management and disposition of the partnerships' assets. The Company has also been active in acquiring additional commercial real estate assets for its own account during the past several years.
During 1994, the Company also began acquiring, at a discount, portions of commercial real estate mortgage-backed securities. The Company's Investment Division invests in the unrated portions of these securities and the Financial Services Division invests in rated portions. The Company's Investment Division partnerships also retain portions of these securities when they are the issuer of the securities. The Company's Investment Division is the special servicer on behalf of all the certificate holders (the majority of which are not Lennar entities) of the commercial mortgage-backed securities which are held by the Company and its partnerships.
Since 1991 the Company has expanded its homebuilding operations by entering the following new markets: Dallas, Texas in 1991; Houston, Texas and Port St. Lucie, Florida in 1992 and Sarasota, Florida in 1994.
(b) Financial Information about Industry Segments.
The Company operates principally in three industry segments - homebuilding, real estate investment and financial services. The financial information related to these industry segments is contained in the financial statements incorporated by reference to pages 19 through 33 of the Company's 1994 Annual Report to Stockholders.
(c) Narrative Description of Business.
HOMEBUILDING
The Company and its predecessor have been building homes since 1954. The Company believes that, since its acquisition of Development Corporation of America in 1986, it has each year delivered more homes in Florida than any other homebuilder. The Company has been building homes in Arizona since 1972, where it currently is one of the leading homebuilders. In 1991, the Company began building homes in the Dallas/Fort Worth area of
Texas, in 1992 it started homebuilding operations in Houston, Texas and Port St. Lucie, Florida and in late 1994 the Company began homebuilding operations in Sarasota, Florida. The Company has constructed and sold over 100,000 homes to date.
The Company's homebuilding activities in Florida are principally conducted through Lennar Homes, Inc. In Arizona and Texas, they are conducted through Lennar Homes of Arizona, Inc. and Lennar Homes of Texas, Inc., respectively.
The Company is involved in all phases of planning and building in its residential communities, including land acquisition, site planning, preparation of land, improvement of undeveloped and partially developed acreage, and design, construction and marketing of homes. The Company subcontracts virtually all segments of development and construction to others.
The Company sells single-family attached and detached homes and condominiums in buildings generally one to five stories in height. Homes sold by the Company are primarily in the moderate price range for the areas in which they are located. They are targeted primarily at first time homebuyers, move-up homebuyers and, in some communities, retirees. The average sales price of a Lennar home was $126,200 in fiscal 1994.
CURRENT HOMEBUILDING ACTIVITIES
The table on the following page summarizes information about the Company's recent homebuilding activities:
LENNAR CORPORATION AND CONSOLIDATED SUBSIDIARIES Real Estate Activities
PROPERTY ACQUISITION
The Company continuously considers the purchase of, and from time to time acquires, land for its development and sales programs. It generally does not acquire land for speculation. In some instances, the Company acquires land by acquiring options enabling it to purchase parcels as they are needed. Although some of the Company's land is held subject to purchase money mortgages or is mortgaged to secure $50 million of term loans, most of the Company's land (including most of the land on which it currently is building or expects to build during the next year) is not subject to mortgages. The Company believes its land inventory gives it a competitive advantage, particularly in Florida.
CONSTRUCTION AND DEVELOPMENT
The Company supervises and controls the development and building of its own residential communities. It employs subcontractors for site improvements and virtually all of the work involved in the construction of homes. In almost all instances, the arrangements between the Company and the subcontractors commit the subcontractors to complete specified work in accordance with written price schedules. These price schedules normally change to meet changes in labor and material costs. The Company does not own heavy construction equipment and generally has only a small labor force used to supervise development and construction and perform routine maintenance and minor amounts of other work.
The Company generally finances construction with its own funds or borrowings under its unsecured working capital lines, not with secured construction loans.
MARKETING
The Company always has an inventory of homes under construction. A majority of these homes are sold (i.e., the Company has received executed sales contracts and deposits) before the Company starts construction.
The Company employs sales associates who are paid salaries, commissions or both to make onsite sales of the Company's homes. The Company also sells through independent brokers. The Company advertises its residential communities through local media and sells primarily from models that it has designed and constructed. In addition, the Company advertises its retirement communities in areas in which potential retirees live.
MORTGAGE FINANCING
The Company's financial services subsidiaries make conventional, FHA-insured and VA-guaranteed mortgage loans available to qualified purchasers of the Company's homes. Because of the availability of mortgage loans from the Company's financial services subsidiaries, as well as independent mortgage lenders, the Company believes access to financing has not been, and is not, a significant problem for most purchasers of the Company's homes.
COMPETITION
The housing industry is highly competitive. In its activities, the Company competes with other developers and builders in and near the areas where the Company's communities are located, including a number of homebuilders with nationwide operations. The Company has for the past 25 years been one of the largest homebuilders in South Florida and for the past several years has delivered more homes in the State of Florida
than any other homebuilder. Further, the Company is a leading homebuilder in Arizona and is increasing its market position in the Dallas and Houston, Texas areas. Nonetheless, the Company is subject to intense competition from a large number of homebuilders in all of its market areas.
INVESTMENT
The Company has been engaged for more than 20 years in developing and managing commercial and residential income-producing properties. Currently, through its Investment Division, the Company owns and manages more than 2,800 rental apartment units (which are approximately 90% occupied) and more than 2.3 million square feet of low rise office buildings, warehouses and neighborhood retail centers (which are approximately 89% occupied), as well as a 297 room hotel, a mobile home park, and golf and other recreational facilities in various communities. At times, when properties reach what the Company believes to be optimum value, the Company sells them.
Since 1992, the Investment Division has been acquiring, by itself and through partnerships, portfolios of real estate assets which it believes it can liquidate at a profit and from which it can generate rental, interest and other income during the several year liquidation process. By November 30, 1994, the Investment Division had entered into six partnerships. The Company's equity interests in these partnerships range from 9.9% to 50%. In addition to the Company's participating in the partnerships' purchases of portfolios of real estate assets, the Investment Division oversees the management of those portfolios, for which it receives management fees. A portfolio may consist of a combination of performing loans, non-performing loans and real estate. With regard to performing loans, either principal and interest payments are collected until the loans are paid in full, or the loans are used as collateral for non- recourse debt (which has the effect of accelerating the partnerships' cash realization). With regard to non-performing loans, the partnerships attempt to renegotiate the terms with the borrowers or they pursue other remedies, depending on the circumstances. These loans either become performing, are paid off, or the partnerships become the owners of the underlying real estate. This real estate is then managed and value enhanced until it can be sold.
In several instances, loans held by partnerships have been sold to pools, which have obtained funding by issuing rated and unrated securities entitling the holders to the future proceeds of the loans. Often, the partnerships retain the unrated portions of the securities issued. During 1994, the Investment Division began acquiring, at substantial discounts from their face amounts, unrated portions of commercial real estate debt securities issued by others. The Investment Division is the special servicer on behalf of all certificate holders of these securities, both those issued by the partnerships and by others. The principal business of the special servicer is the management of real estate loans requiring attention.
FINANCIAL SERVICES
The Company's financial services subsidiaries originate mortgage loans, service mortgage loans which they and other lenders originate, purchase and re-sell mortgage loan pools, arrange title insurance and provide closing services for homebuyers.
MORTGAGE ORIGINATION
Through two of the financial services subsidiaries, Universal American Mortgage Company and AmeriStar Financial Services, Inc., the Company provides conventional, FHA-insured and VA-guaranteed mortgage loans to buyers of the Company's homes and others from offices located in Florida, California, Arizona, Texas, North Carolina and Maryland. In 1994, loans to buyers of the Company's homes represented approximately 15% of the Company's $941 million of loan originations.
The Company sells the loans it originates in the secondary mortgage market, generally on a non-recourse basis, but usually retains the servicing rights. The Company has an interest rate risk management policy under which it hedges its interest rate locked loan commitments and loans held for sale against exposure to market interest rate fluctuations. The Company finances its loans held for sale with borrowings under the financial services subsidiaries' $80 million lines of credit (secured by the loans and by certain servicing rights) or from Lennar Corporation when, on a consolidated basis, this minimized the overall cost of funds.
MORTGAGE SERVICING
The Company obtains significant earnings from servicing loans originated or acquired by its financial services subsidiaries. The Company services loans for the Government National Mortgage Association (Ginnie Mae), the Federal National Mortgage Association (Fanny Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac) and other mortgage investors. At November 30, 1994, it had a servicing portfolio of approximately 45,200 loans with an unpaid principal balance of approximately $3.4 billion.
Revenues from servicing mortgage loans include servicing fees, late charges and other ancillary fees and all, or in some states, part of the interest on sums held in escrow for tax, insurance and other payments. However, proposed Federal legislation, if enacted, would establish uniform regulations regarding payment of interest on escrow accounts and otherwise regulate escrow accounts in ways which would reduce the benefit a mortgage servicer derives from those accounts.
MORTGAGE ASSET ACQUISITION AND DISPOSITION
The Company, from time to time, purchases pools of mortgage loans originated by financial institutions and then re-sells the loans in the secondary market. The benefits to the Company from these transactions include gains from the sales of the loans and retention of the right to service the loans after they are sold in the secondary market. In addition, during 1994, the Financial Services Division expanded its investment activities by acquiring rated portions of commercial mortgage-backed securities for which Lennar's Investment Division is the special servicer.
INSURANCE AND CLOSING SERVICES
The Company arranges title insurance for, and provides closing services to, buyers of the Company's homes and others in Florida. It provided these services in connection with approximately 4,800 real estate transactions during 1994. In addition, during 1994 the Company formed TitleAmerica Insurance Corporation, a title insurance underwriter, which provides title insurance to buyers of the Company's homes and others.
OTHER ACTIVITIES
Lennar has a number of limited-purpose finance subsidiaries which have placed mortgages and other receivables as collateral for various long-term financings. These subsidiaries pay the debt service on the long-term borrowings primarily from the cash flows generated by the related pledged collateral. The Company believes that the cash flows generated by these subsidiaries will be adequate to meet the required debt payment schedules.
REGULATION
Homes and residential communities built by the Company must comply with state and local regulations relating to, among other things, zoning, treatment of waste, construction materials which must be used, certain aspects of building design and minimum elevation of properties and other local ordinances. These include laws in Florida and other states requiring use of construction materials which reduce the need for energy-consuming heating and cooling systems. The State of Florida has also adopted a law which requires that commitments to provide roads and other offsite infrastructure be in place prior to the commencement of new construction. The provisions of this law are currently being implemented and administered by individual counties and municipalities throughout the state and may result in additional fees and assessments or building moratoriums It is difficult to predict the impact of this law on future operations, or what changes may take place in the law in the future. However, the Company believes that most of its Florida land presently meets the criteria under the law, and it has the financial resources to provide for development of the balance of its land in compliance with the law.
As a result of Hurricane Andrew in 1992, there have been changes to various building codes within Florida. These changes have resulted in higher construction costs. To date, these additional costs have been recoverable through increased selling prices without any apparent significant adverse effect on sales volume.
Virtually all areas of the United States have adopted regulations intended to assure that construction and other activities will not have an adverse effect on local ecology and other environmental conditions. These regulations have had an effect on the manner in which the Company has developed certain properties and may have a continuing influence on the Company's development activities in the future.
In order to make it possible for purchasers of some of the Company's homes to obtain FHA-insured or VA-guaranteed mortgages, the Company must construct those homes in compliance with regulations promulgated by those agencies.
The Company has registered condominium communities with the appropriate authorities in Florida. It has registered some of its Florida communities with authorities in New Jersey and New York. Sales in other states would require compliance with laws in those states regarding sales of condominium homes.
The Company's title insurance agency subsidiary must comply with the applicable insurance laws and regulations.
The Company's subsidiary which underwrites title insurance is licensed in the State of Florida, and must comply with Florida laws and regulations regarding title insurance companies. These laws and regulations include provisions regarding capitalization, investments, forms of policies and premiums.
EMPLOYEES
At November 30, 1994, the Company employed 1,575 individuals, of whom 419 were management, supervisory and other professional personnel, 166 were construction supervisory personnel, 273 were real estate salespersons, 140 were hospitality personnel and 577 were professional support personnel, accounting, office clerical and skilled workers.
Some of the subcontractors utilized by the Company may employ members of labor unions. The Company does not have collective bargaining agreements relating to its employees.
ITEM 2.
ITEM 2. PROPERTIES.
For information about properties owned by the Company for use in its residential and commercial activities, see Item 1.
The Company maintains its executive offices, financial services subsidiary headquarters, Investment Division headquarters, Dade County Homebuilding Division offices and Dade County mortgage and title company branch offices at 700 and 730 Northwest 107th Avenue, Miami, Florida in office buildings built and owned by the Company. These offices occupy approximately 60,000 square feet. Other Company offices are located in Company-owned communities or retail centers, or in leased space.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
The Company is a defendant in various lawsuits brought by condominium and homeowner associations in communities constructed by the Company. Although the specific allegations in the lawsuits differ, in general, each of the lawsuits asserts that the Company failed to construct buildings in the community involved in accordance with plans and specifications and applicable construction codes, and each of them seeks reimbursement for sums the plaintiff association claims it will have to spend to remedy the alleged construction deficiencies. Associations in other communities have threatened similar suits. The Company views suits of this type as a normal incident to the business of building homes. The Company does not believe that these lawsuits or threatened lawsuits will have a material effect upon the Company.
During 1993 and 1994, the Company settled two lawsuits and a number of claims in which owners of approximately 675 homes built by the Company sought damages as a result of Hurricane Andrew. Other homeowners or homeowners' insurers are not precluded from making similar claims against the Company. Five insurance companies have contacted the Company seeking reimbursement for sums paid by them with regard to homes built by the Company and damaged by the storm. The Company has settled all outstanding claims with four of these insurance companies which represented the majority of the claims made. In addition to the claims, there are three pending lawsuits in which homeowners or homeowners' insurers seek damages. Other claims of this type may be asserted. The Company's insurers have asserted that their policies cover some, but not all aspects of these claims. However, to date, the Company's insurers have made all payments required under settlements. Even if the Company were required to make any payments with regard to Hurricane Andrew related claims, the Company believes that the amount it would pay would not be material to its results of operations or financial position.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the fourth quarter of fiscal 1994.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS.
Information concerning the market data for the Company's common stock and related security holder matters is incorporated by reference to page 34 of the Company's 1994 Annual Report to Stockholders.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
Selected Financial Data is incorporated by reference to page 13 of the Company's 1994 Annual Report to Stockholders.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Management's discussion and analysis of financial condition and results of operations is incorporated by reference to pages 14 through 18 of the Company's 1994 Annual Report to Stockholders.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Consolidated financial statements and supplementary data about the Company are incorporated by reference to pages 19 through 33 of the Company's 1994 Annual Report to Stockholders.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
On April 5, 1994, the Company's Board of Directors, acting on the recommendation of the Audit Committee, approved the retention of Deloitte & Touche to audit the Company's financial statements at November 30, 1994 and for the year ending on that date. KPMG Peat Marwick audited the Company's financial statements for the year ended November 30, 1993 and for a number of years before that. The decision to replace KPMG Peat Marwick with Deloitte & Touche was based solely on cost considerations. Early in fiscal 1994, the Company invited KPMG Peat Marwick and three other firms it considered to be qualified to submit proposals for the audit of the Company's financial statements for the five fiscal years ending November 30, 1994 through 1998. Upon review of the proposals, the Company selected Deloitte & Touche, because it submitted the lowest cost proposal.
Neither KPMG Peat Marwick's report on the financial statements of the Company and its subsidiary for the fiscal year ended November 30, 1993, nor its report on the financial statements for the year ended November 30, 1992, contained an adverse opinion or a disclaimer of an opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles. Neither in connection with the audits by KPMG Peat Marwick of the financial statements for those years, nor during any subsequent interim period, were there disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG Peat Marwick, would have caused it to make reference to the subject matter of the disagreements in connection with its reports.
Deloitte & Touche has, for a number of years, assisted the Company in the preparation of tax returns and with regard to other tax related matters. The Company did not during the Company's two most recent fiscal years, or during any subsequent interim period, consult Deloitte & Touche regarding either (i) the application of accounting principles to a specific transaction or the type of audit opinion that might be rendered on the Company's financial statements on which Deloitte & Touche provided a written report or written or oral advice which Deloitte & Touche concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was the subject of a disagreement or an event of the type described in Item 304 (a) (l) (v) of Regulation S-K.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information about the Company's directors is incorporated by reference to the Company's definitive proxy statement, which will be filed with the Securities and Exchange Commission not later than March 30, 1995 (120 days after the end of the Company's fiscal year). The following people were the executive officers of Lennar Corporation on February 6, 1995:
Mr. Leonard Miller has been the Chief Executive Officer and a director of the Company since it was founded.
Mr. Cole was, until December 1983, a member of Mershon, Sawyer, Johnston, Dunwody & Cole, a firm of attorneys in Miami, Florida. Since then he has been of counsel to that firm and has been a consultant to the Company on business and legal affairs, as well as Chairman of the Company's Executive Committee and the Company's Secretary and General Counsel.
Messrs. Bolotin, Pekor, Kronick, Ames, Krasnoff and Saleda have each held substantially their present positions with the Company for more than five years.
Mr. Stuart Miller (who is the son of Leonard Miller) and Mr. Jaffe have held various executive positions with the Company for more than five years. Mr. Stuart Miller has been a Vice President since 1985, and currently heads the Company's Homebuilding and Investment Divisions. Mr. Jaffe has been a Vice President since 1994 and currently heads the Company's South Florida homebuilding region.
Mr. Timmons has been employed by the Company since 1992. He became its controller in 1993. Prior to joining the Company Mr. Timmons was employed as a Financial Auditor with Burger King Corporation and, before that, was employed by KPMG Peat Marwick.
Mr. Saiontz (who is the son-in-law of Leonard Miller) has held substantially the same position with the Company for more than five years.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
The information called for by this item is incorporated by reference to the Company's definitive proxy statement, which will be filed with the Securities and Exchange Commission not later than March 30, 1995 (120 days after the end of the Company's fiscal year).
ITEM 12.
ITEM 12. SECURITY HOLDINGS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information called for by this item is incorporated by reference to the Company's definitive proxy statement, which will be filed with the Securities and Exchange Commission not later than March 30, 1995 (120 days after the end of the Company's fiscal year).
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information called for by this item is incorporated by reference to the Company's definitive proxy statement, which will be filed with the Securities and Exchange Commission not later than March 30, 1995 (120 days after the end of the Company's fiscal year).
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Documents filed as part of this Report.
1. The following financial statements are incorporated by reference in Item 8:
Page in 1994 Annual Financial Statement Report to Stockholders ------------------- ----------------------
Independent Auditors' Report 12
Consolidated Balance Sheets as of November 30, 1994 and 1993 19
Consolidated Statements of Earnings for the years ended November 30, 1994, 1993 and 1992 20
Consolidated Statements of Cash Flows for the years ended November 30, 1994, 1993 and 1992 21
Consolidated Statements of Stockholders' Equity for the years ended November 30, 1994, 1993 and 1992 22
Notes to Consolidated Financial Statements 23-33
2. Predecessor Independent Auditors' Report on the financial statements and financial statement schedules is included in this report on page 17.
3. The following financial statement schedules are included in this Report:
Financial Statement Schedule Page in This Report ---------------------------- -------------------
Independent Auditors' Report on Schedules 16
VIII - Valuation and Qualifying Accounts 18
XI - Real Estate and Accumulated Depreciation 19
XII - Mortgage Loans on Real Estate 20
Information required by other schedules has either been incorporated in the financial statements and accompanying notes, or is not applicable to the Company.
3. The following exhibits are filed with this Report or incorporated by reference:
3(a). Certificate of Incorporation - Incorporated by reference to Registration Statement No. 2-36239 and definitive proxy statements dated February 29, 1980, February 28, 1985, March 24, 1987 and March 1, 1989.
3(b). Bylaws - Incorporated by reference to Annual Report on Form 10-K for the year ended November 30, 1989.
10(a). Revolving Credit Agreement dated December 11, 1991 between The First National Bank of Chicago, as agent, and Lennar Corporation and certain subsidiaries - Incorporated by reference to Annual Report on Form 10-K for the year ended November 30, 1991.
10(b). Lennar Corporation 1980 Stock Option Plan - Incorporated by reference to Registration Statement No. 2-73630.
10(c). Lennar Corporation 1991 Stock Option Plan - Incorporated by reference to Registration Statement No. 33-45442.
10(d). Lennar Corporation Employee Stock Ownership Plan and Trust - Incorporated by reference to Registration Statement No. 2-89104.
10(e). Amendment dated December 13, 1989 to Lennar Corporation Employee Stock Ownership Plan - Incorporated by reference to Annual Report on Form 10-K for the year ended November 30, 1990.
10(f). Lennar Corporation Employee Stock Ownership/401k Trust Agreement dated December 13, 1989 - Incorporated by reference to Annual Report on Form 10-K for the year ended November 30, 1990.
10(g). Amendment dated April 18, 1990 to Lennar Corporation Employee Stock Ownership/401k Plan - Incorporated by reference to Annual Report on Form 10-K for the year ended November 30, 1990.
10(h). Term Loan Agreement between Lennar Corporation and NCNB National Bank of Florida dated April 14, 1988 - Incorporated by reference to Annual Report on Form 10-K for the year ended November 30, 1992.
10(i). Term Loan Agreement between Lennar Corporation and Sun Bank/Miami, National Association dated April 27, 1988 - Incorporated by reference to Annual Report on Form 10-K for the year ended November 30, 1992.
10(j). Term Loan Agreement between Lennar Corporation and The First National Bank of Chicago dated May 3, 1988 - Incorporated by reference to Annual Report on Form 10-K for the year ended November 30, 1992.
10(k). Commercial Mortgage Loan and Real Property Purchase Agreement (Pools 1 to 5) by and among Resolution Trust Corporation and Lennar Florida Partners I, L.P. dated May 7, 1992 - Incorporated by reference to Annual Report on Form 10-K for the year ended November 30, 1992.
10(l). Commercial Mortgage Loan and Real Property Purchase Agreement (Pool 6) by and among Resolution Trust Corporation and Lennar Florida Partners I, L.P. dated June 26, 1992 - Incorporated by reference to Annual Report on Form 10-K for the year ended November 30, 1992.
10(m). Commercial Business Loan Purchase Agreement (Pool 7) by and among Resolution Trust Corporation and Lennar Florida Partners I, L.P. dated June 26, 1992 - Incorporated by reference to Annual Report on Form 10-K for the year ended November 30, 1992.
10(n). Loan and Security Agreement by and among Resolution Trust Corporation and Lennar Florida Partners I, L.P. dated July 1, 1992 - Incorporated by reference to Annual Report on Form 10-K for the year ended November 30, 1992.
10(o). Revolving Credit Agreement dated July 29, 1993 between The First National Bank of Chicago, as agent, and Lennar Corporation and certain subsidiaries - Incorporated by reference to Annual Report on Form 10-K for the year ended November 30, 1993.
10(p). Revolving Credit Agreement dated July 29, 1994 between The First National Bank of Chicago, as agent, and Lennar Corporation and certain subsidiaries.
13. Pages 12-34 of the 1994 Annual Report to Stockholders.
21. List of subsidiaries.
23. Independent Auditors' Consents.
27. Financial Data Schedule.
(b) Reports on Form 8-K filed during the quarter ended November 30, 1994. None.
(c) The exhibits to this Report are listed in Item 14(a)3.
(d) The financial statement schedules required by Regulation S-X which are excluded from the Annual Report to Stockholders by Rule 14a-3(b)(1) are listed in Item 14(a)2.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
LENNAR CORPORATION
Leonard Miller /s/ Leonard Miller Chairman of the Board and President ------------------------- Date: February 27, 1995
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 Company and in the capacities and on the dates indicated:
Principal Executive Officer:
Leonard Miller /s/ Leonard Miller Chairman of the Board and President ------------------------- Date: February 27, 1995
Principal Financial Officer:
Allan J. Pekor /s/ Allan J. Pekor Financial Vice President ------------------------- Date: February 27, 1995
Principal Accounting Officer:
James T. Timmons /s/ James T. Timmons Controller ------------------------- Date: February 27, 1995
Directors:
Charles I. Babcock, Jr. /s/ Charles I. Babcock, Jr. ------------------------- Date: February 20, 1995
Irving Bolotin /s/ Irving Bolotin ------------------------- Date: February 27, 1995
Robert B. Cole /s/ Robert B. Cole ------------------------- Date: February 27, 1995
Richard W. McEwen /s/ Richard W. WcEwen ------------------------- Date: February 20, 1995
James W. McLamore /s/ James W. McLamore ------------------------- Date: February 19, 1995
Stuart A. Miller /s/ Stuart A. Miller ------------------------- Date: February 27, 1995
Arnold P. Rosen /s/ Arnold P. Rosen ------------------------- Date: February 20, 1995
Steven J. Saiontz /s/ Steven J. Saiontz ------------------------- Date: February 27, 1995
Deloitte & Touche LLP Certified Public Accountants Suite 2500 100 Southeast Second Street Miami, Florida 33131-2135 Telephone: (305) 358-4141 Facsimile: (305) 372-3160
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of Lennar Corporation:
We have audited the consolidated financial statements of Lennar Corporation as of November 30, 1994, and for the year then ended, and have issued our report thereon dated January 18, 1995; such financial statements and report are included in your 1994 Annual Report to Shareholders and are incorporated herein by reference. Our audit also included the financial statement schedules of Lennar Corporation, listed in Item 14 as of November 30, 1994 and for the year then ended. These financial statement schedules are the responsibility of the Corporation's management. Our responsibility is to express an opinion based on our audit. In our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP Miami, Florida
January 18, 1995
KPMG Peat Marwick LLP
One Biscayne Tower Telephone 305 358 2300 Telefax 305 577 0544 Suite 2900 2 South Biscayne Boulevard Miami, FL 33131
INDEPENDENT AUDITORS' REPORT
The Board of Directors Lennar Corporation:
We have audited the consolidated balance sheet of Lennar Corporation and subsidiaries as of November 30, 1993, and the related consolidated statements of earnings, cash flows and stockholders equity for each of the years in the two-year period ended November 30, 1993. These consolidated financial statements are incorporated by reference in the annual report on Form 10-K for the year 1994. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedules. These consolidated financial statements and financial related statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Lennar Corporation and subsidiaries as of November 30, 1993, and the results of their operations and their cash flows for each of the years in the two-year period ended November 30, 1993, in conformity with generally accepted accounting principles. Also in our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
/s/ KPMG Peat Marwick LLP
January 18, 1994
LENNAR CORPORATION AND CONSOLIDATED SUBSIDIARIES Schedule VIII
Valuation and Qualifying Accounts
Years ended November 30, 1994, 1993 and 1992
Schedule XI LENNAR CORPORATION AND CONSOLIDATED SUBSIDIARIES REAL ESTATE AND ACCUMULATED DEPRECIATION (D) YEAR ENDED NOVEMBER 30, 1994
Schedule XII LENNAR CORPORATION AND CONSOLIDATED SUBSIDIARIES MORTGAGE LOANS ON REAL ESTATE NOVEMBER 30, 1994