Lennar (LEN) 10-K risk factor changes: FY2020 vs FY2019
The 2020-11-30 10-K against the 2019-11-30 one, compared heading by heading and sentence by sentence.
Item 1A62 rewritten39 added15 removed177 unchanged
All filing items1,266 rewritten1,119 added1,440 removed1,100 unchanged
Summary
counted, not written
- Item 1A lists 42 risk factor headings: 6 new, 4 reworded and 32 unchanged since FY2019. 5 headings from FY2019 no longer appear.
- Sentence by sentence, 1,119 added, 1,440 removed, 1,266 rewritten and 1,100 unchanged across 20 items that differ.
New Item 1A headings (6)
- Demand for homes we build may be adversely affected by a variety of macroeconomic factors beyond our control.
- Our results of operations and financial condition may be adversely affected by the COVID-19 pandemic and resulting governmental actions.
- Continuing cost increases could affect our operating margins.
- An increase in mortgage interest rates could reduce potential buyers’ ability or desire to obtain financing with which to buy homes.Interest rates
- A decline in prices of new homes could require us to write down the carrying value of land we own and to write off option costs.
- We could be hurt by refusals of owners of land to honor options or contracts to sell the land to us.
Removed Item 1A headings (5)
- We may not be able to continue to manage our costs.
- An increase in mortgage interest rates could reduce our buyers’ ability or desire to obtain financing and adversely affect our business or financial results.
- During the prior economic downturn, we had to take significant write-downs on the carrying values of land we owned and of option values. A future decline in land values could result in similar write-downs.
- We will have to replace or repay a substantial amount of debt in fiscal year 2020.
- There have been substantial changes to the Internal Revenue Code, some of which could have an adverse effect on our business.
Reworded Item 1A headings (4)
[removed: Reduced numbers][added: A reduced number] of home sales [added: would] extend the time it takes us to recover land purchase and property development costs.- Increased interest rates
[removed: will][added: would] increase the cost of the homes we build. - Failure to comply with the covenants and conditions imposed by our
[removed: credit][added: borrowing] facilities could restrict future borrowing or cause our debt to become immediately due and payable. - Our Financial Services segment, including
[removed: RMF,][added: LMF Commercial,] has warehouse facilities that mature in fiscal year[removed: 2020,][added: 2021,] and if we could not renew or replace these facilities, we probably would have to reduce our mortgage lending and origination activities.
A heading is new when no FY2019 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors.
62 rewritten, 39 added, 15 removed, 177 unchanged
[removed: The] [added: While the homebuilding industry only paused for a relatively brief period in 2020, the prior] economic downturn in 2007-2010 severely affected [added: for more than two years] both the number of homes we could sell and the prices for which we could sell them.
[removed: It also] [added: That] required us to write down the carrying value of our land [removed: inventory.][added: inventory and write off costs of land purchase options.]
It is [removed: likely] [added: possible] that [removed: if there were] another [removed: economic downturn, the] [added: downturn] resulting [added: from increasing severity of the COVID-19 pandemic or other factors would result in a] decline in demand for new homes [added: which] would negatively impact our business, results of operations and financial condition.
While we [removed: expect this trend to] [added: will] continue [removed: in 2020,] [added: to focus on cost controls,] we may not be able to [removed: lower] [added: maintain] our [added: current level of] direct construction [removed: cost] [added: costs] as a percentage of average sales price.
[removed: We continue to operate in a labor] constrained market and we cannot predict future inflationary pressures [removed: and] [added: or increases in] tariffs on imported building materials.
Our inability to pass on future increased costs to homebuyers would put downward pressure on our operating margins in [removed: 2020.][added: 2021 and subsequent years.]
An increase in mortgage interest rates could reduce [removed: our] [added: potential] buyers’ ability or desire to obtain financing [removed: and adversely affect our business or financial results.][added: with which to buy homes.]
Our multifamily rental business competes with other multifamily apartment developers and operators at locations across the U.S. where we have investments in [added: multifamily] rental properties.
[removed: Additionally,] [added: Also,] the coverage offered and the availability of general liability insurance for construction defects are currently limited and policies that can be obtained [removed: are costly and] often include exclusions based upon past losses those insurers suffered as a result of use of defective products in homes we and many other homebuilders built.
However, we may not always be able to do that, and even when we can, it may not avoid claims against us relating to [removed: what] [added: work] the subcontractors already [removed: did.][added: performed.]
During [removed: 2019,] [added: 2020,] we experienced increases in the prices of some building [removed: materials] [added: materials, particularly lumber,] and shortages of skilled labor in some areas.
We generally are unable to pass on increases in construction costs to customers who have already entered into purchase contracts, as those contracts [removed: generally] [added: usually] fix the price of the homes at the time the contracts are signed, which [removed: may be] [added: in the past has often been] well in advance of the construction of the homes.
[removed: Increases] [added: However, increases] in construction costs sometimes exceed our ability to increase home prices, particularly in areas where there is aggressive pricing competition or weak demand.
[removed: Reduced numbers] [added: A reduced number] of home sales [added: would] extend the time it takes us to recover land purchase and property development costs.
Increased interest rates [removed: will] [added: would] increase the cost of the homes we build.
At November 30, [removed: 2019,] [added: 2020,] we had a [removed: $2.5] [added: $2.4] billion revolving credit facility with a group of banks [removed: (the "Credit Facility").]
It has a [removed: $350] [added: $400] million accordion feature, subject to additional commitments, thus the maximum borrowings could be $2.8 billion.
[removed: If] [added: However, if in the future we have a need for significant borrowings under the Credit Facility and] interest rates increase, [removed: this increases] [added: that would increase] the cost of the homes we build, which either [removed: makes] [added: would make] those homes more expensive for homebuyers, which is likely to reduce demand, or [added: would] lower our operating margins, or both.
Failure to comply with the covenants and conditions imposed by our [removed: credit] [added: borrowing] facilities could restrict future borrowing or cause our debt to become immediately due and payable.
In addition, our Financial Services residential mortgage companies have warehouse facilities to finance their mortgage lending activities and our [removed: RMF commercial] [added: LMF Commercial] lending group has warehouse facilities to finance its mortgage origination activities.
As of November 30, [removed: 2019,] [added: 2020,] our consolidated debt, net of debt issuance costs, and excluding amounts outstanding under our credit facilities, was [removed: $7.8] [added: $6.0] billion.
We reduced our outstanding [added: senior] indebtedness during fiscal [removed: 2019,] [added: 2020 by $1.5 billion,] but we still have a significant amount of indebtedness.
[removed: | • |] [added: -] we may be more vulnerable to general adverse economic and homebuilding industry conditions; [removed: |]
[removed: | • |] [added: -] we may have to pay higher interest rates upon refinancing indebtedness if interest rates rise, thereby reducing our earnings and cash flows; [removed: |]
[removed: | • |] [added: -] we may find it difficult, or may be unable, to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements that would be in our best long-term interests; [removed: |]
[removed: | • |] [added: -] we may be required to dedicate a substantial portion of our cash flow from operations to the payment of principal and interest on our debt, reducing the cash flow available to fund operations and investments and reducing the amount we can return to our stockholders; [removed: |]
[removed: | • |] [added: -] we may have reduced flexibility in planning for, or reacting to, changes in our businesses or the industries in which they are conducted; [removed: |]
[removed: | • |] [added: -] we may have a competitive disadvantage relative to other companies in our industry that are less leveraged; and [removed: |]
[removed: | • |] [added: -] we may be required to sell debt or equity securities or sell some of our core assets, possibly on unfavorable terms, in order to meet payment obligations. [removed: |]
At November 30, [removed: 2019,] [added: 2020,] we had outstanding surety bonds of [removed: $2.9] [added: $3.1] billion including performance surety bonds related to site improvements at various projects (including certain projects of our joint ventures) and financial surety bonds.
Our Financial Services segment, [removed: including RMF,] [added: including LMF Commercial,] has warehouse facilities that mature in fiscal year [removed: 2020,] [added: 2021,] and if we could not renew or replace these facilities, we probably would have to reduce our mortgage lending and origination activities.
Our Financial Services segment's residential mortgage origination subsidiaries have committed and uncommitted [added: borrowing] amounts under four warehouse repurchase credit facilities that totaled $1.8 billion as of November 30, [removed: 2019,] [added: 2020,] all of which will mature at various dates through fiscal [removed: 2020.][added: 2021.]
In addition, [removed: RMF,] [added: LMF Commercial,] our commercial mortgage lending subsidiary, which is included in our Financial Services segment, has committed [added: borrowing] amounts under five warehouse repurchase credit facilities that totaled [removed: $900] [added: $800] million as of November 30, [removed: 2019,] [added: 2020,] all of which will mature within a year after that date.
[removed: RMF] [added: LMF Commercial] uses these facilities primarily to finance its commercial mortgage loan origination activities.
[removed: A] [added: For a number of years, a] substantial portion of our access to capital [removed: is] [added: has been] through the issuance of senior notes, of which we have approximately [removed: $6.9] [added: $5.4] billion outstanding, net of debt issuance [removed: costs] [added: costs,] as of November 30, [removed: 2019.][added: 2020.]
Among other things, we [removed: rely] [added: have often relied] on proceeds of debt issuances to pay the principal of existing senior notes when they mature.
[removed: We have $600 million of senior notes that mature in] [added: During] fiscal year [removed: 2020 and] [added: 2021,] we will have to replace or renew a total of [removed: $2.7] [added: $2.4] billion of warehouse lines used by Financial Services, including [removed: RMF,] [added: LMF Commercial,] as they mature.
[removed: If our] [added: Our] insurance [removed: does] [added: may] not [removed: fully] cover business interruptions or losses resulting from these [removed: events,] [added: events and] our results of operations could be adversely [removed: affected.][added: affected by these events.]
While the majority of our homebuyers obtain their mortgage financing from [added: our] Financial [removed: Services,] [added: Services segment,] others obtain mortgage financing from banks and other independent lenders.
[removed: The uncertainties] [added: Disruptions] in the mortgage markets and increased government regulation could adversely affect the ability of potential homebuyers to obtain financing for home purchases, making it difficult for them to purchase our homes.
Demand for homes we build may be adversely affected by a variety of macroeconomic factors beyond our control.
Demand for our homes is dependent on a variety of macroeconomic factors, such as employment levels, interest rates, changes in stock market valuations, consumer confidence, housing demand, availability of financing for home buyers, availability and prices of new homes compared to existing inventory, and demographic trends.
These factors, in particular consumer confidence, can be significantly adversely affected by a variety of factors beyond our control.
Our results of operations and financial condition may be adversely affected by the COVID-19 pandemic and resulting governmental actions.
The COVID-19 pandemic caused the shutdown of large portions of our national economy.
While portions of the national economy have reopened, there is still significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as their impact on the U.S. economy and consumer confidence.
With the exception of a period in March and April, the COVID-19 pandemic and its effects on the economy do not appear to have adversely affected our home sales through the year ended November 30, 2020.
However, this may not continue to be the case.
The extent to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the continuing severity of COVID-19, whether there are additional outbreaks of COVID-19, and the actions taken to contain it or treat its impact.
If the virus continues to cause significant negative impacts to economic conditions or consumer confidence, our results of operations, financial condition and cash flows could be materially adversely impacted.
During fiscal 2020, we saw the homebuilding industry stall from mid-March through April as a result of the COVID-19 pandemic, but by May and into June, the market for new homes had steadily strengthened.
Continuing cost increases could affect our operating margins.
During fiscal 2020, although lumber, in particular, labor and other costs were rising, we were able to implement cost saving changes that enabled us to minimize the effect of the cost increases.
Further, we actively managed our sales pace so we did not sell homes until construction was ready to start, in order to avoid the possibility of costs increasing after we committed to the prices at which we would sell homes.
We continue to operate in a labor
A decline in prices of new homes could require us to write down the carrying value of land we own and to write off option costs.
Additionally, the cost of insurance has increased significantly in recent years.
This increase in cost and limitation in coverage has also increased our self-insured retentions and decreased our total coverage.
It is possible in the future that insurance would not be available at commercially reasonable rates, which may cause us to reduce or eliminate general liability insurance.
During 2020, in order to reduce the risk of this happening, we focused on not signing a contract relating to sale of a home until construction was ready to start.
(the "Credit Facility") maturing in 2024.
The Credit Facility agreement provides that up to $500 million in commitments may be used for letters of credit.
At November 30, 2020, we had no borrowings under the Credit Facility.
We could be hurt by refusals of owners of land to honor options or contracts to sell the land to us.
We have made a strategic decision to increase the portion of our potential land inventory that we control through options or contracts and reduce the portion we own.
This substantially reduces our investment in land.
However, if landowners who are parties to the options or contracts were to refuse to honor them, we could lose access to land at the time we want to use it in our homebuilding activities.
our limited representations and warranties.
*Financing Risks*
Shutdowns of government offices in response to the COVID-19 pandemic have further delayed the time it is taking to obtain required approvals.
However, various
Further, there has been a surge in widespread cyber-attacks during the COVID-19 pandemic.
The increase in the frequency and scope of cyber-attacks during the pandemic exacerbates data security risks.
In some instances, the government may review the possible effects of investments by non-U.S. entities on U.S. national security.
The shutdown of large portions of our national economy in the second quarter of 2020 as a result of the COVID-19 pandemic changed this pattern with regard to 2020, but we expect it to resume in 2021 and subsequent years.
*Risks Related to Ownership of our Stock*
*General Risk Factors*
The risk factors described above are those that we think may be material with regard to an investment in us that are not applicable generally to all business enterprises.
However, we are subject to the many risks that affect all or most business enterprises in the United States or internationally, and our business or financial condition could be materially affected by those risks.
In fiscal 2019, we continued to experience an improving housing market, and we saw increases in new sales contracts signed and homes delivered compared with the prior year.
However, demand for new homes is sensitive to changes in economic conditions such as the level of employment, consumer confidence, consumer income, the availability of financing and interest rate levels.
We may not be able to continue to manage our costs.
During fiscal 2019, although we encountered increases in the costs of labor and materials, our direct costs as a percentage of our average sales prices trended downward each quarter.
During the prior economic downturn, we had to take significant write-downs on the carrying values of land we owned and of option values.
A future decline in land values could result in similar write-downs.
| | |
| --- | --- |
We will have to replace or repay a substantial amount of debt in fiscal year 2020.
In the third quarter of fiscal year 2019, our homebuilding operation was disrupted due to impacts from hurricanes, which slowed home production and delayed home sales.
representations and warranties we make in connection with such sales.
obtain required approvals and therefore may aggravate the delays we encounter.
There have been substantial changes to the Internal Revenue Code, some of which could have an adverse effect on our business.
The Tax Cuts and Jobs Act, which became effective January 1, 2018, contains substantial changes to the Internal Revenue Code, some of which could have an adverse effect on our business.
Among the possible changes that could make purchasing homes less attractive are (i) limitations on the ability of our homebuyers to deduct property taxes, (ii) limitations on the ability of our homebuyers to deduct mortgage interest, and (iii) limitations on the ability of our homebuyers to deduct state and local income taxes.
An excerpt. Shown here: 40 of 62 rewritten, all 39 added and all 15 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors. in the FY2020 filing and the FY2019 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
207 rewritten, 302 added, 585 removed, 211 unchanged
The most important factors that could cause actual results to differ materially from those anticipated by our forward-looking statements include, but are not limited to: [removed: slowdowns in] the [removed: real estate markets across] [added: potential negative impact to our business of] the [removed: nation, including a slowdown in real estate markets in regions where we have significant homebuilding or multifamily development activities;] [added: ongoing coronavirus (“COVID-19”) pandemic, the duration, impact and severity of which is highly uncertain;] increases in operating costs, including costs related to [removed: labor,] construction materials, [added: labor,] real estate taxes and insurance, [removed: which exceed] [added: and] our [removed: ability] [added: inability] to [removed: increase prices, either] [added: manage our cost structure, both] in our Homebuilding [removed: or our] [added: and] Multifamily businesses; [added: slowdowns in the residential real estate markets across the nation or in regions where we have significant homebuilding or multifamily development activities; reduced availability of mortgage financing or increased interest rates;] our inability to successfully execute our strategies, including our land lighter [removed: and] [added: strategy,] our even flow production [removed: strategy;] [added: strategy and our strategy to better position our non-core assets;] changes in general economic and financial conditions that reduce demand for our products and services, lower our profit margins or reduce our access to credit; our inability to acquire land at anticipated prices; the possibility that we will incur nonrecurring costs that affect earnings in one or more reporting periods; decreased demand for our homes or [removed: multifamily] [added: Multifamily] rental properties; the possibility that [added: the benefit from] our increasing use of technology will not [removed: result in improvement to our SG&A expenses and bottom line, and will not] justify its cost; [removed: inability of the technology companies in which we have investments to operate profitably;] increased competition for home sales from other sellers of new and resale homes; [removed: increases in mortgage interest rates;] [added: our inability to pay down debt; whether government actions or other factors related to COVID-19 force us to further delay or terminate our program of repurchasing our stock;] a decline in the value of our [added: land] inventories and resulting write-downs of the carrying value of our real estate assets; the failure of the participants in various joint ventures to honor their commitments; difficulty obtaining land-use entitlements or construction financing; natural disasters and other unforeseen events for which our insurance does not provide adequate coverage; new laws or regulatory changes that adversely affect the profitability of our businesses; our inability to refinance our debt [removed: as it matures] on terms that are acceptable to us; and changes in accounting [removed: standards] [added: conventions] that adversely affect our reported [removed: earnings or financial condition.][added: earnings.]
With a solid balance sheet, leading [removed: market] positions [added: in almost all of our homebuilding markets] and continued execution of our core operating strategies, we believe [added: that] we are well positioned [removed: for] [added: to meet demand, drive] strong [removed: profitability] [added: margins] and cash flow [removed: in 2020.][added: and continue to grow with the market.]
Our net earnings attributable to Lennar were [removed: $1.8] [added: $2.5] billion, or [removed: $5.74] [added: $7.85] per diluted share [removed: ($5.76] [added: ($7.88] per basic share) in [removed: 2019] [added: 2020] and [removed: $1.7] [added: $1.8] billion, or [removed: $5.44] [added: $5.74] per diluted share [removed: ($5.46] [added: ($5.76] per basic share) in [removed: 2018.][added: 2019.]
The following table sets forth [added: selected] financial and operational information [removed: for the years indicated] related to [added: the residential mortgage and title activities of] our [removed: operations:][added: Financial Services:]
| | [added: | |] Years Ended November 30, | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| [removed: Homebuilding revenues:] [added: Revenues:] | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| Sales of homes | [removed: $] | [removed: 20,560,147] | [added: $] | [added: 20,560,147] | [removed: 18,810,552] | | [added: | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,560,147 | | |]
| [removed: Homebuilding costs] [added: Costs] and expenses: | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| Costs of homes sold | [removed: 16,323,989] | | [added: 16,323,989] | | [removed: 15,121,738] | | [added: | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,323,989 | | |]
| Costs of land sold | [removed: 206,526] | | [added: 206,526] | | [removed: 206,956] | | [added: | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 206,526 | | |]
| Selling, general and administrative | [removed: 1,715,185] | | [added: 1,715,185] | | [removed: 1,608,109] | | [added: | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,715,185 | | |]
| [removed: Multifamily equity] [added: Equity] in earnings [added: (loss)] from unconsolidated entities and [added: Multifamily] other gain | [removed: 11,294] | | [added: (13,273)] | | [removed: 51,322] | | [added: | | — | | | | | | 11,294 | | | | | | 15,372 | | | | | | | | | | | | 13,393 | | |]
| [removed: Lennar] Other expense, net | [removed: (8,944] | | [removed: )] [added: (31,338)] | | [removed: (60,119] | [removed: )] | [added: | | — | | | | | | — | | | | | | (8,944) | | | | | | | | | | | | (40,282) | | |]
| Corporate general and administrative expenses | [removed: 341,114] | | [added: —] | | [removed: 343,934] | | [added: | | — | | | | | | — | | | | | | — | | | | | | 341,114 | | | | | | 341,114 | | |]
| [removed: Earnings] [added: Earnings] before income [removed: taxes | $] [added: taxes] | [removed: 2,434,292] | | [added: 2,747,134] | [removed: 2,262,684] | |
| [removed: Net] [added: Net] earnings attributable to [removed: Lennar | $] [added: Lennar] | [removed: 1,849,052] | | [added: 2,185,585] | [removed: 1,695,831] | |
[removed: 2019] [added: 2020] versus [removed: 2018][added: 2019]
Revenues from home sales increased [removed: 9%] [added: 1%] in the year ended November 30, [removed: 2019] [added: 2020] to [removed: $20.6] [added: $20.8] billion from [removed: $18.8] [added: $20.6] billion in the year ended November 30, [removed: 2018.][added: 2019.]
Revenues were higher primarily due to a [removed: 13%] [added: 3%] increase in the number of home deliveries, excluding unconsolidated entities, partially offset by a [removed: 3%] [added: 1%] decrease in the average sales price of homes delivered.
New home deliveries, excluding unconsolidated entities, increased to [removed: 51,412] [added: 52,813] homes in the year ended November 30, [removed: 2019] [added: 2020] from [removed: 45,563] [added: 51,412] homes in the year ended November 30, [removed: 2018, primarily] [added: 2019,] as a result of an increase in home deliveries in [removed: all of Homebuilding's segments except Homebuilding Other.][added: the Texas and West segments.]
The average sales price of homes delivered, excluding unconsolidated entities, decreased to [removed: $400,000] [added: $395,000] in the year ended November 30, [removed: 2019] [added: 2020] from [removed: $413,000] [added: $400,000] in the year ended November 30, [removed: 2018 reflecting our continued focus on the entry-level market and, in general, moving down the price curve.][added: 2019.]
Gross margins on home sales were [removed: $4.2] [added: $4.7] billion, or [removed: 20.6%,] [added: 22.8%,] in the year ended November 30, [removed: 2019] [added: 2020,] compared to [removed: $3.7] [added: $4.2] billion, or [removed: 19.6% (21.8% excluding purchase accounting),] [added: 20.6%,] in the year ended November 30, [removed: 2018.][added: 2019.]
Selling, general and administrative expenses were $1.7 billion in [removed: the year ended November 30, 2019, compared to $1.6 billion in the year] [added: both years] ended November 30, [removed: 2018.][added: 2020 and 2019.]
As a percentage of revenues from home sales, selling, general and administrative expenses improved to [removed: 8.3%] [added: 8.1%] in the year ended November 30, [removed: 2019,] [added: 2020,] from [removed: 8.5%] [added: 8.3%] in the year ended November 30, [removed: 2018,] [added: 2019,] due to improved operating leverage as a result of an increase in home [removed: deliveries.][added: deliveries combined with the benefits of our technology initiatives.]
Operating earnings for the Financial Services segment were [removed: $244.3] [added: $481.0] million [added: ($495.0 million net of noncontrolling interests)] in the year ended November 30, [removed: 2019 (which included] [added: 2020, compared to] $224.6 million [removed: of operating earnings and an add back of $19.6] [added: ($244.3] million [removed: of] net [removed: loss attributable to] [added: of] noncontrolling [removed: interests), compared to $199.7 million] [added: interests)] in the year ended November 30, [removed: 2018.][added: 2019.]
Operating earnings for the Multifamily segment were [removed: $18.1] [added: $22.7] million in the year ended November 30, [removed: 2019 (which included $16.4 million of] [added: 2020, compared to] operating earnings [removed: and an add back] of [removed: $1.8] [added: $16.4] million [removed: of] [added: ($18.1 million] net [removed: loss attributable to] [added: of] noncontrolling [removed: interests),][added: interests) in the year ended November 30, 2019.]
Operating [removed: earnings] [added: loss] for the Lennar Other segment [added: was $10.3 million] in the year ended November 30, [removed: 2019 were $32.0 million (which included $31.5 million of] [added: 2020, compared to] operating earnings [removed: and an add back] of [removed: $0.6] [added: $31.5] million [removed: of] [added: ($32.0 million] net [removed: loss attributable to] [added: of] noncontrolling [removed: interests).][added: interests) in the year ended November 30, 2019.]
[removed: In] [added: For] the years ended November 30, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] we had a tax provision of [removed: $592.2] [added: $656.2] million and [removed: $545.2] [added: $592.2] million, [added: respectively, which resulted in an overall effective income tax rate of 21.0% and 24.3%,] respectively.
At November 30, [removed: 2019] [added: 2020,] our homebuilding operating segments and Homebuilding Other consisted of homebuilding divisions located in:
East: Florida, New Jersey, [removed: North Carolina,] Pennsylvania and South Carolina
Central: Georgia, Illinois, Indiana, Maryland, Minnesota, [added: North Carolina,] Tennessee and Virginia
| (In thousands) | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | [added: | | 2019 | | |]
| [removed: Homebuilding operating earnings (loss):] | | | [added: Gross Margins] | | | | [added: | | | | | | | | | | | | | | Operating Earnings (Loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| | [added: | | At November 30, | | | | | | | | | | | |] Years Ended November 30, | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| | [added: | |] Homes | | | | | | [added: | | | | | |] Dollar Value (In thousands) | | | | | | [added: | | | | | |] Average Sales Price | | | | | [added: | | | | | | | | | | | | | | | | | | | | | |]
| Texas | [removed: 8,193] | | [added: 9,425] | [removed: 7,146] | | | [removed: 2,526,364] | | [added: 8,193] | [removed: 2,366,844] | | | [removed: 308,000] | | | [removed: 331,000] | | [added: | | | 2,640,762 | | | | | | 2,526,364 | | | | | | | | | | | | 280,000 | | | | | | 308,000 | | | | | | | | |]
| West | [removed: 15,178] | | [added: 15,814] | [removed: 14,352] | | | [removed: 8,203,790] | | [added: 15,178] | [removed: 7,934,138] | | | [removed: 541,000] | | | [removed: 553,000] | | [added: | | | 8,400,943 | | | | | | 8,203,790 | | | | | | | | | | | | 531,000 | | | | | | 541,000 | | | | | | | | |]
| Other | [removed: 70] | | [added: 26] | [removed: 103] | | | [removed: 67,439] | | [added: 70] | [removed: 103,330] | | | [removed: 963,000] | | | [removed: 1,003,000] | | [added: | | | 24,522 | | | | | | 67,439 | | | | | | | | | | | | 943,000 | | | | | | 963,000 | | | | | | | | |]
| Total | [removed: 51,491] | | [added: 52,925] | [removed: 45,627] | | | [removed: 20,596,292] | | [added: 51,491] | [removed: 18,858,285] | | | [removed: 400,000] | | | [removed: 413,000] | | [added: | | | $ | 20,876,222 | | | | | 20,596,292 | | | | | | | | | | | | $ | 394,000 | | | | | 400,000 | | | | | | | | |]
Of the total homes delivered listed above, [removed: 79] [added: 112] homes with a dollar value of $36.1 million and an average sales price of [removed: $458,000] [added: $322,000] represent home deliveries from unconsolidated entities for the year ended November 30, [removed: 2019] [added: 2020] and [removed: 64] [added: 79] home deliveries with a dollar value of [removed: $47.7] [added: $36.1] million and an average sales price of [removed: $746,000] [added: $458,000] for the year ended November 30, [removed: 2018.][added: 2019.]
With the exception of a relatively brief period in March and April, the single family housing market was strong during 2020, and we expect it to continue to be strong during 2021.
The underproduction of homes for the past 10 years has created a housing shortage that, combined with strong demand, has pushed home prices higher.
Demand is growing as the millennial generation has begun moving towards traditional family formation trends.
Concurrently, the proposition of home as more of an essential part of the way we live, not just a place to live, is becoming a way of life rather than a COVID-driven reaction.
Our measured growth strategy in the current market is to focus on selling homes when we begin construction which improves our inventory turn, while being patient with longer-term sales.
This enables price appreciation to offset future cost escalations to maximize margin.
Our deliveries are expected to grow faster in 2021 than they did in 2020.
We expect continued price appreciation and leverage from field expenses throughout the year, somewhat offset by higher lumber prices and other anticipated cost increases.
We anticipate that our community count will be growing through 2021, and that our new communities will be larger than the communities that sold out during 2020.
We are expecting strong margins for the foreseeable future and throughout 2021, and we expect our bottom line to grow faster than our top line.
We expect to deliver between 62,000 and 64,000 homes in 2021 with between a 23.75% and 24% gross margin as compared to the 22.8% full year gross margin in 2020.
Our technology initiatives have contributed meaningfully to our readiness for current economic and structural shifts while helping to improve our core business and drive our SG&A to a historic low of 8.1% for 2020.
Our results and our expectations for next year are solid in all respects, and they reflect our focused strategy to balance growth, margin, cash flow and returns.
We have remained focused on our optioned versus owned land strategy and believe we are in an excellent position to achieve our target of 50% owned land and 50% land controlled through options or similar agreements by the end of 2021.
At the end of fiscal 2020, the portion of land we controlled through options or similar agreements was 39%, up from 33% at the start of the year.
We ended fiscal 2020 with a 3.5 year supply of land owned, compared to a 4.1 year supply of land owned at the start of fiscal 2020, which put us well on the way to our goal of a 3.0 year supply by the end of 2021.
Among other things, this has increased our cash flow, which enabled us to reduce debt, including prepaying all of our senior debt that was scheduled to become due in fiscal 2021, such that our year-end homebuilding debt-to-total capital ratio improved to 24.9%, the lowest in our history.
We expect to be in a strong cash and liquidity position in 2021, and plan to continue with our strategies of reducing our debt balances and leverage ratio, and focusing on total shareholder return.
While we continue to refine and grow our ancillary business divisions, they are becoming a decidedly smaller part of the overall company picture.
We continue to work on strategies to better position our Multifamily platform, our emerging single-family home for rent platform, our strategic investment in FivePoint Holdings entities and our growing technology investments platform.
Financial information relating to our operations was as follows:
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| (In thousands) | | | Homebuilding | | | | | | Financial Services | | | | | | Multifamily | | | | | | Lennar Other | | | | | | Corporate | | | | | | Total | | |
| Sales of homes | | | $ | 20,840,159 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,840,159 | | |
| Sales of land | | | 123,365 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 123,365 | | |
| Other revenues | | | 17,612 | | | | | | 890,311 | | | | | | 576,328 | | | | | | 41,079 | | | | | | — | | | | | | 1,525,330 | | |
| Total revenues | | | 20,981,136 | | | | | | 890,311 | | | | | | 576,328 | | | | | | 41,079 | | | | | | — | | | | | | 22,488,854 | | |
| Costs of land sold | | | 172,480 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 172,480 | | |
| Selling, general and administrative | | | 1,697,095 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,697,095 | | |
| Other costs and expenses | | | — | | | | | | 470,777 | | | | | | 575,581 | | | | | | 6,744 | | | | | | | | | | | | 1,053,102 | | |
| Total costs and expenses | | | 17,961,644 | | | | | | 470,777 | | | | | | 575,581 | | | | | | 6,744 | | | | | | — | | | | | | 19,014,746 | | |
| Financial Services gain on deconsolidation | | | — | | | | | | 61,418 | | | | | | — | | | | | | — | | | | | | — | | | | | | 61,418 | | |
| Other expense, net | | | (29,749) | | | | | | — | | | | | | — | | | | | | (9,632) | | | | | | — | | | | | | (39,381) | | |
| Operating earnings (loss) | | | 2,988,907 | | | | | | 480,952 | | | | | | 22,681 | | | | | | (10,334) | | | | | | — | | | | | | 3,482,206 | | |
| Corporate general and administrative expenses | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 358,418 | | | | | | 358,418 | | |
| Earnings (loss) before income taxes | | | $ | 2,988,907 | | | | | 480,952 | | | | | | 22,681 | | | | | | (10,334) | | | | | | (358,418) | | | | | | 3,123,788 | | |
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| | | | Year ended November 30, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
During the fourth quarter, the housing market continued to strengthen.
We saw traffic and sales continue to improve from last year's market pause as lower interest rates and slower price appreciation positively impacted affordability.
That, together with low unemployment, wage growth, consumer confidence and economic growth, drove home purchasers, especially at the entry level, to return to the housing market.
We have remained focused on our pivot to a land lighter strategy.
From controlling the timing of land purchases, to reducing our years-owned supply of homesites, to increasing the percentage of land controlled through options or agreements versus owned land, we are migrating towards a significantly smaller owned land inventory.
At the beginning of 2019, we set a two-year goal of increasing the homesites we control but do not own from 25% to 40% of our land needs.
We made great progress on this front, and finished the year at 33%.
Based on our progress, our new goal is to have 50% of our land needs controlled versus owned by the end of fiscal 2021.
We also believe that, based on our progress on reducing our years-owned supply of homesites from 4.4 years at the end of the third quarter to 4.1 years at the end of the fourth quarter, we can reduce our years-owned supply of homesites to 3 years by the end of fiscal 2021.
While our most immediately impactful focus remains on our land spend and our inventory, we are also driving our asset-base lower as we continue to focus on monetizing non-core assets and business segments.
Our size and scale in each of our strategic markets continues to facilitate our management of costs even in labor constrained markets.
Our continued focus on technology and leveraging our size and scale is driving efficiencies that are reflected in our consistent improvement in SG&A and our bottom line.
In the fourth quarter, our SG&A expense as a percentage of home sale revenues continued its downward trend with our lowest fourth quarter level ever at 7.6%.
In addition, through contributions from our technology initiatives in our financial services platform, we decreased loan origination costs and simplified our business process to improve customer experience, which in part drove the financial services segment's record profit in the fourth quarter.
Technology, together with management focus, has enabled efficiency, a better customer experience and a much better bottom line.
Over the next two years we expect to see some of the same technology-based improvements that we used in our financial services platform affecting our core homebuilding operations, specifically in areas of customer acquisition costs, even flow production and inventory management.
Our backlog, combined with our current housing inventory, leads us to expect to close between 54,000 and 55,000 homes in fiscal 2020.
Although the price per home may decrease as we focus more on the entry level market, we expect our fiscal 2020 gross margins to remain consistent with fiscal 2019 as we increase our home sales pace while continuing to focus on reducing construction spend by keeping cost per square foot flat while average square footage is declining, leveraging field expenses over a greater number of deliveries and reducing interest expense.
Accordingly, we expect to generate strong cash flow in 2020, that we can use to pay down debt and return capital to shareholders through our increased dividend and strategic share repurchases.
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| --- | --- | --- | --- | --- | --- | --- |
| (Dollars in thousands, except average sales price) | 2019 | | | | 2018 | |
| Sales of land and other homebuilding revenue | 233,069 | | | | 267,045 | |
| Total Homebuilding revenues | 20,793,216 | | | | 19,077,597 | |
| Total Homebuilding costs and expenses | 18,245,700 | | | | 16,936,803 | |
| Homebuilding operating margins | 2,547,516 | | | | 2,140,794 | |
| Homebuilding equity in loss from unconsolidated entities | (13,273 | | ) | | (90,209 | ) |
| Homebuilding other income (expenses), net | (31,338 | | ) | | 203,902 | |
| Homebuilding operating earnings | $ | 2,502,905 | | | 2,254,487 | |
| Financial Services revenues | $ | 824,810 | | | 954,631 | |
| Financial Services costs and expenses | 600,168 | | | | 754,915 | |
| Financial Services operating earnings | $ | 224,642 | | | 199,716 | |
| Multifamily revenues | $ | 604,700 | | | 421,132 | |
| Multifamily costs and expenses | 599,604 | | | | 429,759 | |
| Multifamily operating earnings | $ | 16,390 | | | 42,695 | |
| Lennar Other revenues | $ | 36,835 | | | 118,271 | |
| Lennar Other costs and expenses | 11,794 | | | | 115,969 | |
| Lennar Other equity in earnings from unconsolidated entities | 15,372 | | | | 24,110 | |
| Lennar Other operating earnings (loss) | $ | 31,469 | | | (33,707 | ) |
| Total operating earnings | $ | 2,775,406 | | | 2,463,191 | |
An excerpt. Shown here: 40 of 207 rewritten, 40 of 302 added and 40 of 585 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. in the FY2020 filing and the FY2019 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
27 rewritten, 33 added, 17 removed, 10 unchanged
For variable rate debt such as our unsecured revolving credit facility and Financial Services’ and [removed: RMF’s] [added: LMF Commercial’s] warehouse repurchase facilities, changes in interest rates generally do not affect the fair value of the outstanding borrowings on the debt facilities, but do affect our earnings and cash flows.
To mitigate interest risk associated with [removed: RMF's] [added: LMF Commercial's] loans held-for-sale, we use derivative financial instruments to hedge our exposure to risk from the time a borrower locks a loan until the time the loan is securitized.
The table below provides information at November 30, [removed: 2019] [added: 2020] about our significant instruments that are sensitive to changes in interest rates.
For loans held-for-investment, net and investments held-to-maturity, senior notes and other debts payable and notes and other debts payable, the table presents principal cash flows and related weighted average effective interest rates by expected maturity dates and estimated fair values at November 30, [removed: 2019.][added: 2020.]
Weighted average variable interest rates are based on the variable interest rates at November 30, [removed: 2019.][added: 2020.]
See Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 and Notes 1 and [removed: 15] [added: 7] of the notes to the consolidated financial statements in Item 8 for a further discussion of these items and our strategy of mitigating our interest rate risk.
| | [added: | |] Years Ending November 30, | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | |] Fair Value [removed: at November] [added: at November] 30, | | [added: |]
| (Dollars in millions) | [removed: 2020] | | [added: 2021] | | [removed: 2021] | | | [added: |] 2022 | | | [added: | | |] 2023 | | | [added: | | |] 2024 | | | [added: | | | 2025 | | | | | |] Thereafter | | | [added: | | |] Total | | | [removed: 2019] | | [added: | 2020 | | |]
| ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | |]
| Lennar Other: | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | |]
| Fixed rate | [added: | |] $ | [added: 1.9 | | | | |] — | | | [added: | | |] — | | | [added: | | |] — | | | [added: | | |] — | | | [added: | | |] — | | | [removed: 54.1] | | | [removed: 54.1] [added: 1.9] | | | [removed: 56.4] | | [added: | 1.9 | | |]
| Average interest rate | [added: | | 5.3 | | % | | | |] — | | | | [added: | |] — | | | [added: | | |] — | | | [added: | | |] — | | | [added: | | |] — | | | [removed: 2.8] | [removed: %] | | [removed: 2.8] [added: 5.3] | [added: |] % | | [added: | |] — | | [added: |]
| Financial Services: | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | |]
| Loans held-for-investment, net and investments held-to-maturity: | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | |]
| Average interest rate | [removed: 3.2] | | [added: 4.3 | |] % | | [removed: 2.8] | [removed: %] | [added: 4.3] | [removed: 4.5] | % | | [removed: 4.4] | [added: | 4.3 | |] % | | [removed: 4.4] | [added: | 4.3 | |] % | | [added: | |] 4.3 | [added: |] % | | [removed: 3.8] | [added: | 4.2 | |] % | | [added: | | 4.2 | | % | | | |] — | | [added: |]
| Variable rate | [added: | |] $ | [removed: —] [added: 0.1] | | | [added: | | 15.2 | | | | | |] 0.1 | | | [removed: 15.2] | | | 0.1 | | | [added: | | |] 0.1 | | | [removed: 1.3] | | | [removed: 16.8] [added: 0.8] | | | [removed: 16.9] | | [added: | 16.4 | | | | | | 16.7 | | |]
| Average interest rate | [removed: —] | | [added: 2.5 | |] % | | [removed: 3.1] | [added: | 6.5 | |] % | | [removed: 6.5] | [added: | 2.5 | |] % | | [removed: 3.1] | [added: | 2.5 | |] % | | [removed: 3.1] | [added: | 2.5 | |] % | | [removed: 3.1] | [added: | 2.5 | |] % | | [added: | |] 6.2 | [added: |] % | | [added: | |] — | | [added: |]
| LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | |]
| Homebuilding: | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | |]
| Senior notes and other debts payable: | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | |]
| Average interest rate | [removed: 4.0] | | [added: 3.7 | |] % | | [removed: 5.9] | [removed: %] | [added: 4.9] | [removed: 4.8] | % | | [removed: 4.2] | [added: | 4.5 | |] % | | [added: | |] 5.0 | [added: |] % | | [removed: 4.9] | [added: | 4.8 | |] % | | [added: | | 5.0 | | % | | | |] 4.9 | [added: |] % | | [added: | |] — | | [added: |]
| Average interest rate | [removed: 4.5] | | [removed: %] [added: —] | | [removed: 2.0] | [removed: %] | | [added: |] — | | | [added: | | |] — | | | [added: | | |] — | | | [added: | | |] — | | | [removed: 3.3] | [added: | | 3.4 | |] % | | [added: | | 3.4 | | % | | | |] — | | [added: |]
| Notes and other debts payable: | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | |]
| Average interest rate | [removed: 5.5] | | [added: 2.7 | |] % | | [added: | |] — | | | [added: | | |] — | | | [added: | | |] — | | | [added: | | |] — | | | [removed: 3.4] | [removed: %] | | [removed: 3.5] [added: —] | [added: | | | | | 2.7 | |] % | | [added: | |] — | | [added: |]
| Average interest rate | [removed: 3.5] | | [added: 3.0 | |] % | | [removed: 3.6] | [removed: %] | [added: —] | [added: | | | | |] — | | | [added: | | |] — | | | [added: | | |] — | | | [added: | | |] — | | | [removed: 3.5] | [added: | | 3.0 | |] % | | [added: | |] — | | [added: |]
| Fixed rate | [added: | |] $ | [removed: 36.1] [added: —] | | | [added: | |] — | | | [removed: —] | | | — | | | [added: | | |] — | | | [added: | | |] — | | | [removed: 36.1] | | | [removed: 36.1] [added: 153.5] | | [added: | | | | 153.5 | | | | | | 154.4 | | |]
| Variable rate | [added: | |] $ | [removed: 13.3] [added: 1,310.4] | | | [added: | |] — | | | [added: | | |] — | | | [added: | | |] — | | | [added: | | |] — | | | [added: | | |] — | | | [removed: 13.3] | | | [removed: 13.3] [added: 1,310.4] | | [added: | | | | 1,310.4 | | |]
November 30, 2020
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| Fixed rate | | | $ | 1.5 | | | | | 1.6 | | | | | | 1.6 | | | | | | 1.7 | | | | | | 1.8 | | | | | | 48.0 | | | | | | 56.2 | | | | | | 54.1 | | |
| Fixed rate | | | $ | 139.2 | | | | | 1,805.8 | | | | | | 58.9 | | | | | | 1,518.7 | | | | | | 583.8 | | | | | | 1,672.8 | | | | | | 5,779.2 | | | | | | 6,422.1 | | |
| Variable rate | | | $ | 154.0 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 154.0 | | | | | | 159.7 | | |
| Financial Services: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Notes and other debts payable: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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November 30, 2019
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Investments held-to-maturity: | | | | | | | | | | | | | | | | | | | | | | | | |
| Fixed rate | $ | 19.9 | | | 9.9 | | | 3.1 | | | 1.7 | | | 1.7 | | | 45.1 | | | 81.4 | | | 77.1 | |
| Fixed rate | $ | 1,003.6 | | | 1,080.6 | | | 1,759.8 | | | 72.4 | | | 1,523.1 | | | 2,187.1 | | | 7,626.6 | | | 8,041.3 | |
| Variable rate | $ | 51.5 | | | 50.7 | | | — | | | — | | | — | | | — | | | 102.2 | | | 103.3 | |
| Fixed rate | $ | 0.1 | | | — | | | — | | | — | | | — | | | 154.7 | | | 154.8 | | | 154.8 | |
| Variable rate | $ | 1,452.8 | | | 138.1 | | | — | | | — | | | — | | | — | | | 1,590.9 | | | 1,590.9 | |
| Multifamily: | | | | | | | | | | | | | | | | | | | | | | | | |
| Note payable: | | | | | | | | | | | | | | | | | | | | | | | | |
| Average interest rate | 4.0 | | % | | — | | | — | | | — | | | — | | | — | | | 4.0 | % | | — | |
| Fixed rate | $ | 1.9 | | | — | | | — | | | — | | | — | | | — | | | 1.9 | | | 1.9 | |
| Average interest rate | 2.9 | | % | | — | | | — | | | — | | | — | | | — | | | 2.9 | % | | — | |
| Average interest rate | 3.9 | | % | | — | | | — | | | — | | | — | | | — | | | 3.9 | % | | — | |
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| --- | --- |
Item 1. Business
82 rewritten, 37 added, 37 removed, 137 unchanged
We are the largest homebuilder in the United States [removed: in terms of consolidated] [added: by home sale] revenues and [added: net] earnings, an originator of residential and commercial mortgage loans, a provider of title insurance and closing services and a developer of multifamily rental properties.
In addition, we are involved in [removed: ventures,] [added: a venture that will invest in single family rental homes,] and [added: we] have interests in [removed: companies,] [added: companies] that are engaged in applying technology to improve the homebuilding industry and real estate related aspects of the financial services industry.
Our homebuilding operations are the most substantial part of our business, generating [removed: $20.8] [added: $21.0] billion in revenues, or approximately 93% of consolidated revenues, in fiscal [removed: 2019.][added: 2020.]
As of November 30, [removed: 2019,] [added: 2020,] our reportable homebuilding segments and Homebuilding Other had divisions located in:
East: Florida, New Jersey, [removed: North Carolina,] Pennsylvania and South Carolina
Central: Georgia, Illinois, Indiana, Maryland, Minnesota, [added: North Carolina,] Tennessee and Virginia
In 2017, we acquired WCI Communities, [removed: Inc. ("WCI"),] [added: Inc.,] a homebuilder of luxury single and multifamily homes, including a small number of luxury high-rise tower units, in Florida.
[removed: We] [added: In addition, we] are continuing our pivot to a land light operating model by controlling the timing of land purchases, reducing our years owned supply of homesites and increasing the percentage of land controlled through options or agreements versus owned land.
We are focused on increasing the efficiencies in our building process and reducing selling, general and administrative expenses by using [removed: technology] [added: technology, deferring home sale price commitments until construction costs are finalized to protect against anticipated future cost escalations] and [added: using] innovative strategies to reduce customer acquisition costs.
We [removed: have been focusing] [added: also continue to focus] on [removed: monetizing] [added: divesting] non-core [removed: assets] [added: assets, possibly including our Multifamily platform,] and migrating toward being more of a pure-play homebuilding and financial services company.
Our homebuilding operations include the construction and sale of single-family attached and detached homes as well as the purchase, development and sale of residential land directly and through [removed: unconsolidated] entities in which we have investments.
New home deliveries, including deliveries from unconsolidated entities, were [removed: 51,491] [added: 52,925] in fiscal [removed: 2019,] [added: 2020,] compared to [removed: 45,627] [added: 51,491] in fiscal [removed: 2018] [added: 2019] and [removed: 29,394] [added: 45,627] in fiscal [removed: 2017.][added: 2018.]
We primarily sell [removed: single-family attached and detached] homes in communities targeted to first-time, move-up, active adult, and luxury homebuyers.
For fiscal [removed: 2019,] [added: 2020,] the average sales price, excluding deliveries from unconsolidated entities, was [removed: $400,000,] [added: $395,000,] compared to [removed: $413,000] [added: $400,000] in fiscal [removed: 2018] [added: 2019] and [removed: $376,000] [added: $413,000] in fiscal [removed: 2017.][added: 2018.]
[removed: | • |] [added: -] *Strong Operating Margins -* We believe our purchasing leverage combined with our focus on reducing selling, general and administrative costs by using technology and innovative strategies and reducing interest expense through paydowns of debt position us for strong operating margins. [removed: |]
[removed: | • |] [added: -] *Everything’s Included*® *Approach* - We are focused on distinguishing our products, including through our Everything’s Included® approach, which maximizes our purchasing power, enables us to include luxury features as standard items in our homes and simplifies our homebuilding operations. [removed: |]
[removed: | • |] [added: -] *Innovative Homebuilding -* We are constantly innovating the homes we build to create products that better meet our customers' needs and desires. [removed: Our Next Gen® home, or a home within a home, provides a unique new home solution for multi-generational households as homebuyers often need to accommodate children and parents to share the cost of their mortgage and other living expenses. |]
[removed: | • |] [added: -] *Flexible Operating Structure* - Our local operating structure gives us the flexibility to make operating decisions based on local homebuilding conditions and customer preferences, while our centralized management structure provides oversight for our homebuilding operations. [removed: |]
[removed: | • |] [added: -] *Digital Marketing* \- We are increasingly advertising homes through digital channels, which is significantly increasing the efficiency of our marketing efforts. [removed: |]
[removed: | • |] [added: -] *Strategic partners and investments* \- We partner with and/or invest in technology companies that are looking to improve the homebuilding and financial services industries to better serve our customers and increase efficiencies. [removed: |]
[removed: | • |] [added: -] *Land light strategy* \- We are focused on [removed: controlling the timing of land purchases,] reducing our years owned supply of homesites and increasing the percentage of land controlled through options or agreements versus owned land. [removed: |]
[removed: | • |] [added: -] Acquiring land directly from individual land owners/developers or homebuilders; [removed: |]
[removed: | • |] [added: -] Acquiring local or regional homebuilders that own, or have options to purchase, land in strategic markets; [removed: |]
[removed: | • |] [added: -] Acquiring land through option contracts, which generally enables us to control portions of properties owned by third parties (including land funds) or [removed: unconsolidated] entities in which we have investments until we have determined whether to exercise the options; [removed: |]
[removed: | • |] [added: -] Acquiring access to land through joint ventures or partnerships, which among other benefits, limits the amount of our capital invested in land while helping to ensure our access to potential future homesites and allowing us to participate in strategic ventures; [removed: |]
[removed: | • |] [added: -] Investing in regional developers in exchange for preferential land purchase opportunities; and [removed: |]
[removed: | • |] [added: -] Acquiring land in conjunction with Multifamily. [removed: |]
We are in the process of [added: further] reducing our reliance on land we own and increasing our access to land through options and joint ventures.
[removed: Through our own efforts and those of unconsolidated entities in which Homebuilding has investments, we] [added: We] are involved in all phases of planning and building in our residential communities, including land acquisition, site planning, preparation and improvement of land and design, construction and marketing of homes.
At November 30, [removed: 2019,] [added: 2020,] we were actively building and marketing homes in [removed: 1,283] [added: 1,177] communities, including [removed: five] [added: four] communities being constructed by unconsolidated entities.
This was a decrease from the [removed: 1,329] [added: 1,283] communities, including five communities being constructed by unconsolidated entities, in which we were actively building and marketing homes at November 30, [removed: 2018.][added: 2019.]
Arrangements with our subcontractors generally provide that our subcontractors will complete specified work in accordance with price and time schedules and in compliance with applicable building codes and [removed: laws.]
Although homebuilders throughout the country have sometimes encountered shortages of materials and skilled labor, because of our size [added: and our builder of choice program, where] we [added: work with our trade partners to drive efficiencies, we] have been less affected by these shortages than many of our competitors.
Our Everything’s Included® marketing program enables us to differentiate our homes from those of our competitors by including luxury items as standard features at competitive [removed: pricing,] [added: prices,] while reducing construction and overhead costs through a simplified construction process, product standardization and volume purchasing.
Our local operating structure consists of homebuilding divisions across the country, each of which is usually managed by a division president, a controller [added: and personnel focused on land acquisition, entitlement and development, sales, construction, customer service and purchasing.]
We experienced a cancellation rate of [removed: 16%] [added: 15%] in [removed: 2019] [added: 2020] and [removed: 15%] [added: 16%] in [removed: 2018.][added: 2019.]
The backlog dollar value including unconsolidated entities at November 30, [removed: 2019] [added: 2020] was [removed: $6.3] [added: $7.8] billion, compared to [removed: $6.6] [added: $6.3] billion at November 30, [removed: 2018.][added: 2019.]
We expect that a substantial portion of all homes currently in backlog will be delivered in fiscal year [removed: 2020.][added: 2021.]
As of November 30, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] we had equity investments in [removed: 50] [added: 38] and [removed: 51 Homebuilding] [added: 36 active homebuilding and land] unconsolidated [removed: joint ventures,] [added: entities,] respectively, in which we were participating, and our maximum recourse debt exposure related to Homebuilding unconsolidated joint ventures was [removed: $10.8] [added: $4.9] million and [removed: $65.7] [added: $10.8] million, respectively.
As of November 30, [removed: 2019,] [added: 2020,] the carrying amount of our investment in FivePoint was [removed: $374.0] [added: $392.1] million.
Other: Urban divisions
In fiscal 2020, as the coronavirus ("COVID-19") pandemic caused the shutdown of large portions of our national economy, we accelerated various technology initiatives that made our home sale process safer, including selling homes virtually or through self-guided tours and digital closings.
As a robust housing market took shape, technology initiatives also helped meet strong housing demand.
This included entering into arrangements in which third parties or joint ventures will purchase land we designate and give us options to purchase the land in the future.
Shortly after the end of fiscal 2020, we entered into a venture that will invest in single family rental homes.
During 2020, we emphasized communities that targeted first time homebuyers, many of whom were moving out of urban locations in response to the COVID-19 pandemic.
Our Next Gen® home provides what can be a home within a home to accommodate children or parents or can be an office from which to work remotely.
At November 30, 2020, 39% of our total homesites were controlled through options and joint ventures compared to 33% at November 30, 2019.
The decrease was the result of accelerated sales pace and deliveries as well as a result of delayed openings due to the COVID-19 pandemic.
We anticipate the community count will increase by about 10% in fiscal 2021.
laws.
In response to COVID-19, we have made it possible for potential homebuyers to take virtual tours of model homes.
During fiscal year 2020, because of the concern about increasing labor and material costs, we, in many instances, deferred entering into contracts to sell homes and committing to the sales price until the costs of the homes were determined, which usually was shortly before construction began.
This had the effect of reducing the number of homes subject to sales contracts at any particular time.
Our Executive Chairman is a director of FivePoint.
process easier for homebuyers and improved the customer experience.
In response to COVID-19, this new technology has also enabled us to increase the number of digital closings, with digital document signing and where possible digital notarization.
In December 2020, one of our strategic investments, Opendoor, began trading on the Nasdaq stock market for which we expect to record a significant unrealized gain in the first quarter of fiscal 2021.
We also retained limited partner investments in Rialto funds and investment vehicles
In 2020, the shutdown of large portions of our national economy in March and April due to the COVID-19 pandemic temporarily reduced our home sales, and therefore altered our normal seasonal pattern.
- Financial position as a result of our ability to finance land purchases and development activities with operating revenues and corporate level borrowing;
For example, the
Human Capital
Our associates are our most valuable asset, and we are committed to building a workforce that supports each associate’s unique professional journey.
We believe having an inclusive work environment, where everyone has a sense of belonging, not only drives engagement but fosters innovation, which is critical to driving growth.
Our success starts and ends with having the best talent, and, as a result, we are focused on attracting, developing, engaging and retaining our associates.
We understand the importance of balance, and offer associates a competitive and comprehensive benefits package, including paid parental leave and resources for whole-self well-being (physical, social, and financial).
We are committed to the health and safety of our associates and trade partners.
During fiscal 2020, as a result of the COVID-19 pandemic, we implemented additional safety protocols to protect our associates, trade partners and homebuyers, including protocols regarding social distancing, daily health checks and working remotely.
Our experienced teams adapted quickly to the changes and have managed our business successfully during this challenging time.
We are also committed to worker safety and regulatory compliance.
Our worker safety metrics are measured and reviewed by our Board of Directors so we can ensure that we are successfully managing and improving our safety program.
Although we subcontract the land development and construction aspects of our homebuilding activities, we are highly dependent on our skilled employees for critical aspects of what we do.
That includes senior executives who are responsible for our operational strategies and for approving significant land acquisitions and other major investments we make.
It also includes the people who head our homebuilding divisions and non-homebuilding segments.
And it includes the many people who are
involved in design, construction oversight, marketing and other aspects of our homebuilding business and in carrying out our other activities.
Other: Urban divisions and other homebuilding related investments primarily in California, including Five Point Holdings, LLC ("FivePoint")
Effective for the first quarter of 2019, Lennar Corporation (the “Company”) realigned the composition of its segments due to the sale of its former Rialto Capital Management investment and asset management platform (“Rialto”).
As a result of this realignment, the Company’s Rialto segment was renamed “Lennar Other”.
Additionally, the Company’s Rialto Mortgage Finance (“RMF”) business moved from the Lennar Other segment to the Financial Services segment.
The Company also moved its strategic investments from Homebuilding Other to the Lennar Other segment.
Prior period segment financial information has been reclassified to conform to the fiscal year 2019 presentation.
As a result, we became the nation's largest homebuilder in terms of consolidated revenues, with fiscal year 2019 consolidated revenues of $22.3 billion.
At the end of fiscal 2018 and the early part of 2019, we disposed of our Rialto Management Group, the majority of our retail title business, our title insurance underwriting business, our Florida real estate brokerage business and the majority of our business of offering residential mortgages to non-Lennar homebuyers.
In addition to our core operating platforms, Homebuilding and Financial Services, we have also been focusing on maximizing the value of our Multifamily business and our strategic investments in technology companies that are looking to improve the homebuilding industry and real estate related aspects of the financial services industry.
The increases in fiscal 2019 and 2018 resulted in part from the acquisition of CalAtlantic in February 2018.
| | |
| --- | --- |
At November 30, 2019, we owned 209,032 homesites and had access through option contracts to an additional 104,210 homesites, of which 81,887 homesites were through option contracts with third parties and 22,323 homesites were through option contracts with unconsolidated entities in which we have investments.
At November 30, 2018, we owned 201,648 homesites and had access through option contracts to an additional 68,623 homesites, of which 59,289 homesites were through option contracts with third parties and 9,334 homesites were through option contracts with unconsolidated entities in which we had investments.
and personnel focused on land acquisition, entitlement and development, sales, construction, customer service and purchasing.
Three of the eleven directors of FivePoint are officers of Lennar.
During fiscal year 2019, we sold to States Title the majority of our retail title insurance business and underwriting business in return for, among other consideration, an ownership interest in States Title.
We retained our title agency business that provides services to our homebuyers and rebranded it as CalAtlantic Title.
Also during fiscal year 2019, we sold our insurance agency subsidiary, North American Advantage Insurance Services, LLC, which had provided our homebuyers and others with personal lines, property and casualty insurance products.
Before the sales transactions disclosed above, we also provided approximately 19,800 title underwriter policies and 23,700 insurance policies compared to approximately 297,600 title underwriter policies and 69,800 insurance policies during 2018.
Title and closing services are provided in 32 states.
Prior to the sale of our Rialto Management Group on November 30, 2018, RMF was part of the Rialto operations.
RMF is now included as part of Financial Services.
During the year ended November 30, 2019, our Multifamily segment sold, through its unconsolidated entities, two operating properties and an investment in an operating property resulting in the segment's $28.1 million share of gains.
During the year ended November 30, 2018, our Multifamily segment sold, through its unconsolidated entities, six operating properties and an investment in an operating property resulting in the segment's $61.2 million share of gains.
As of November 30, 2019, $2.1 billion of the
$2.2 billion in equity commitments had been called, of which we had contributed our share of $485.5 million, resulting in a remaining equity commitment by us of $18.5 million.
In June 2019, the Multifamily segment completed the final closing of Lennar Multifamily Venture Fund II LP ("LMV II") which has approximately $1.3 billion of equity commitments, including a $381 million co-investment commitment by us comprised of cash, undeveloped land and preacquisition costs.
As of November 30, 2019, $582.3 million of the $1.3 billion in equity commitments had been called.
As of November 30, 2019, LMV II included 16 undeveloped multifamily assets totaling approximately 5,600 apartments with projected project costs of approximately $2.4 billion.
The limited partner investments we retained are now included in our Lennar Other segment (see Note 10 of the notes to our consolidated financial statements).
| • | Financial position, where we continue to focus on a land light strategy and using excess cash flow to pay down debt, repurchase shares and return capital to shareholders; |
For example, a 2015 decision of the California Supreme Court significantly delayed the start, and increased the cost of a California master planned mixed-use development by a company in which we have a significant investment.
In addition, some states require that each new home be registered with the state at or before the time title is transferred to a buyer (e.g., the Texas Residential Construction Commission Act).
These include, among others, minimum
Associates
The sale of the majority of our retail title business, retail mortgage business, title insurance underwriter and Berkshire Hathaway real estate brokerage business in the first quarter of fiscal 2019 resulted in a reduction in our associates of approximately 1,600 individuals who were involved in these businesses.
An excerpt. Shown here: 40 of 82 rewritten, all 37 added and all 37 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2020 filing and the FY2019 filing.
Item 3. Legal Proceedings.
3 rewritten, 1 added, 5 removed, 8 unchanged
[removed: We] [added: From time to time, we] are also a party to [removed: various] lawsuits involving purchases and sales of real property.
These lawsuits [added: often] include claims regarding representations and warranties made in connection with the transfer of the property and disputes regarding the obligation to purchase or sell the property.
[removed: From] time-to-time, we also receive notices from environmental agencies or other regulators regarding alleged violations of environmental or other laws.
From
In addition, we are a defendant in several lawsuits by entities to which we sold pools of mortgages we originated, alleging breaches of warranties in the sale documents.
In August 2019, a subsidiary of ours was notified by the Massachusetts Department of Environmental Protection of the subsidiary’s non-compliance with the Massachusetts Contingency Plan regulations related to the clean-up of certain materials at a development formerly owned by that subsidiary in Hingham, MA.
We expect to pay a monetary settlement to resolve this matter, which we do not currently expect will be material.
| | |
| --- | --- |
Cover and table of contents
51 rewritten, 19 added, 9 removed, 22 unchanged
[removed: FORM 10-K][added: FORM 10-K]
[removed: ☒] [added: ☑] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year [removed: ended November] [added: ended November] 30, [removed: 2019][added: 2020]
Commission file [removed: number 1-11749][added: number 1-11749]
[removed: ][added: ]
| Delaware | | [added: | | | |] 95-4337490 | [added: | |]
| (State or other jurisdiction [removed: of incorporation] [added: of incorporation] or organization) | | [added: | | | |] (I.R.S. [removed: Employer Identification] [added: Employer Identification] No.) | [added: | |]
700 Northwest 107th [removed: Avenue, Miami, Florida 33172][added: Avenue, Miami, Florida 33172]
Registrant’s telephone number, including area code [removed: (305) 559-4000][added: (305) 559-4000]
| Title of each class | [added: | |] Trading Symbol(s) | [added: | |] Name of each exchange on which registered | [added: | |]
| Class A Common Stock, par value 10¢ | [added: | |] LEN | [added: | |] New York Stock Exchange | [added: | |]
| Class B Common Stock, par value 10¢ | [added: | |] LEN.B | [added: | |] New York Stock Exchange | [added: | |]
Yes [removed: ý] [added: R] No ¨
Yes ¨ No [removed: ý][added: R]
| Large accelerated filer | [removed: ý] | [added: | R | | | | | |] Accelerated filer | [added: | |] ☐ | [added: | |] Emerging growth company | [added: | |] ☐ | [added: | |]
| Non-accelerated filer | [added: | |] ☐ | [added: | | | | |] Smaller reporting company | [added: | |] ☐ | | | [added: | | | | | |]
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ | | | | | | [added: | | | | | | | | | | | | | | |]
Yes [removed: ☐] [added: R] No [removed: ý][added: ¨]
The aggregate market value of the registrant’s Class A and Class B common stock held by non-affiliates of the registrant [removed: (279,724,450] [added: (269,292,989] shares of Class A common stock and [removed: 15,719,447] [added: 15,605,760] shares of Class B common stock) as of May 31, [removed: 2019,] [added: 2020,] based on the closing sale price per share as reported by the New York Stock Exchange on such date, was [removed: $14,491,510,465.][added: $16,947,808,831.]
As of December 31, [removed: 2019,] [added: 2020,] the registrant had outstanding [removed: 278,120,159] [added: 275,059,914] shares of Class A common stock and [removed: 37,738,354] [added: 37,621,152] shares of Class B common stock.
| Related Section | [added: | |] Documents | [added: | |]
| III | [added: | |] Definitive Proxy Statement to be filed pursuant to Regulation 14A on or before March [removed: 29, 2020.] [added: 30, 2021.] | [added: | |]
| LENNAR CORPORATION | | | | | [added: | | | | | | | | | |]
| FORM 10-K | | | | | [added: | | | | | | | | | |]
| For the fiscal year ended November 30, [removed: 2019] [added: 2020] | | | | | [added: | | | | | | | | | |]
| Part I | | | | | [added: | | | | | | | | | |]
| Item 1. | | [removed: [Business](#s3CDB5A125B9A531EBF86398643D79C86)] | | [removed: [1](#s3CDB5A125B9A531EBF86398643D79C86)] | [added: | [Business](#i76704f6d0160463182f284ca8d043a7a_13) | | | | | | [1](#i76704f6d0160463182f284ca8d043a7a_13) | | |]
| Item 1A. | | [added: | | | |] [Risk [removed: Factors](#sE4028F1DB9C65FD68026AE67D94CD70E)] [added: Factors](#i76704f6d0160463182f284ca8d043a7a_19)] | | [removed: [8](#sE4028F1DB9C65FD68026AE67D94CD70E)] | [added: | | | [8](#i76704f6d0160463182f284ca8d043a7a_19) | | |]
| Item 1B. | | [added: | | | |] [Unresolved Staff [removed: Comments](#s5FE88CDCC1795480B11929F9957E95DC)] [added: Comments](#i76704f6d0160463182f284ca8d043a7a_22)] | | [removed: [16](#s5FE88CDCC1795480B11929F9957E95DC)] | [added: | | | [17](#i76704f6d0160463182f284ca8d043a7a_22) | | |]
| Item 2. | | [removed: [Properties](#s485B355C36D559C6816DB40D486C570A)] | | [removed: [17](#s485B355C36D559C6816DB40D486C570A)] | [added: | [Properties](#i76704f6d0160463182f284ca8d043a7a_25) | | | | | | [17](#i76704f6d0160463182f284ca8d043a7a_25) | | |]
| Item 3. | | [added: | | | |] [Legal [removed: Proceedings](#s1168FF21175F583792A6FDB0B1BE9BA3)] [added: Proceedings](#i76704f6d0160463182f284ca8d043a7a_28)] | | [removed: [17](#s1168FF21175F583792A6FDB0B1BE9BA3)] | [added: | | | [17](#i76704f6d0160463182f284ca8d043a7a_28) | | |]
| Item 4. | | [added: | | | |] [Mine Safety [removed: Disclosures](#s689BEA652CB55959B861D98D7F58B631)] [added: Disclosures](#i76704f6d0160463182f284ca8d043a7a_31)] | | [removed: [17](#s689BEA652CB55959B861D98D7F58B631)] | [added: | | | [18](#i76704f6d0160463182f284ca8d043a7a_31) | | |]
| Part II | | | | | [added: | | | | | | | | | |]
| Item 5. | | [added: | | | |] [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sC36073129BB0587685E350899F1F433D)] [added: Securities](#i76704f6d0160463182f284ca8d043a7a_37)] | | [removed: [18](#sC36073129BB0587685E350899F1F433D)] | [added: | | | [18](#i76704f6d0160463182f284ca8d043a7a_37) | | |]
| Item 6. | | [added: | | | |] [Selected Financial [removed: Data](#sB98B58949C7E5A4FB2AF93FE1B7E04D7)] [added: Data](#i76704f6d0160463182f284ca8d043a7a_40)] | | [removed: [20](#sB98B58949C7E5A4FB2AF93FE1B7E04D7)] | [added: | | | [20](#i76704f6d0160463182f284ca8d043a7a_40) | | |]
| Item 7. | | [added: | | | |] [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s6938391E27795369B7E90DB8A74DAC1F)] [added: Operations](#i76704f6d0160463182f284ca8d043a7a_43)] | | [removed: [21](#s6938391E27795369B7E90DB8A74DAC1F)] | [added: | | | [21](#i76704f6d0160463182f284ca8d043a7a_43) | | |]
| Item 7A. | | [added: | | | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sF707441F816C5D8BA8C7970CC5C08762)] [added: Risk](#i76704f6d0160463182f284ca8d043a7a_118)] | | [removed: [54](#sF707441F816C5D8BA8C7970CC5C08762)] | [added: | | | [40](#i76704f6d0160463182f284ca8d043a7a_118) | | |]
| Item 8. | | [added: | | | |] [Financial Statements and Supplementary [removed: Data](#s92457899D7385F23A77902D35D30E022)] [added: Data](#i76704f6d0160463182f284ca8d043a7a_121)] | | [removed: [56](#s92457899D7385F23A77902D35D30E022)] | [added: | | | [42](#i76704f6d0160463182f284ca8d043a7a_121) | | |]
| Item 9. | | [added: | | | |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s10762B56047D5590A18C9378891CB710)] [added: Disclosure](#i76704f6d0160463182f284ca8d043a7a_238)] | | [removed: [111](#s10762B56047D5590A18C9378891CB710)] | [added: | | | [78](#i76704f6d0160463182f284ca8d043a7a_238) | | |]
| Item 9A. | | [added: | | | |] [Controls and [removed: Procedures](#s3FB98E8353015DD99AD3F5512448D166)] [added: Procedures](#i76704f6d0160463182f284ca8d043a7a_241)] | | [removed: [111](#s3FB98E8353015DD99AD3F5512448D166)] | [added: | | | [78](#i76704f6d0160463182f284ca8d043a7a_241) | | |]
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Yes R No ¨
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| Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☑ | | | | | | | | | | | | | | | | | | | | |
Yes ☐ No R
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| Signatures | | | | | | | | | | | | [84](#i76704f6d0160463182f284ca8d043a7a_280) | | |
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| Signatures | | | | [118](#sAC2A61E20FD55377B799441F37BE973E) |
PART I
An excerpt. Shown here: 40 of 51 rewritten, all 19 added and all 9 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2020 filing and the FY2019 filing.
Item 1B. Unresolved Staff Comments.
20 rewritten, 3 added, 4 removed, 9 unchanged
The following individuals are our executive officers as of January [removed: 27, 2020:][added: 22, 2021:]
| Name | [added: | |] Position | [added: | |] Age | [added: | |]
| Stuart Miller | [added: | |] Executive Chairman | [removed: 62] | [added: | 63 | | |]
| Rick Beckwitt | [removed: Chief] [added: | | Co-Chief] Executive Officer [added: and Co-President] | [removed: 60] | [added: | 61 | | |]
| Jonathan M. Jaffe | [removed: President] | [removed: 60] | [added: Co-Chief Executive Officer and Co-President | | | 61 | | |]
| Diane J. Bessette | [added: | |] Vice President, Chief Financial Officer and Treasurer | [removed: 59] | [added: | 60 | | |]
| Mark Sustana | [added: | |] Vice President, General Counsel and Secretary | [removed: 58] | [added: | 59 | | |]
| David M. Collins | [added: | | Vice President and] Controller | [removed: 50] | [added: | 51 | | |]
| Jeff J. McCall | [added: | |] Executive Vice President | [removed: 48] | [added: | 49 | | |]
Mr. Miller [removed: is one of our Directors, and] has served as our Executive Chairman since April 2018.
Mr. Beckwitt is one of our Directors, and has served as our [removed: Chief] [added: Co-Chief] Executive Officer [added: and Co-President] since [removed: April 2018.][added: November 2020.]
Before that time, Mr. Beckwitt served as our [added: Chief Executive Officer from April 2018 to November 2020,] President from April 2011 to April 2018, and [removed: as] our Executive Vice President from March 2006 to 2011.
Mr. Beckwitt also serves on the Board of Directors of Eagle Materials Inc. [removed: and Five Point Holdings, LLC.]
Mr. Jaffe is one of our Directors, and has served as our [removed: President] [added: Co-Chief Executive Officer and Co-President] since [removed: April 2018.][added: November 2020.]
[added: Before that time,] Mr. Jaffe served as our [added: President from April 2018 to November 2020 and our] Chief Operating Officer from December 2004 to January [removed: 2019, and he continues to have responsibility for the Company's operations nationally.][added: 2019.]
[removed: In addition,] Mr. Jaffe served as Vice President from 1994 to April 2018 and prior to then, Mr. Jaffe served as a Regional President in our Homebuilding operations.
Mr. Jaffe [added: also] serves on the Board of Directors of [removed: Five Point Holdings, LLC.][added: Opendoor Technologies, Inc.]
Mr. Collins joined us in 1998 and has served as [added: Vice President since January 2021, and as] our Controller since February 2008.
Mr. McCall [removed: became an] [added: has served as our] Executive Vice President [removed: on] [added: since] January [removed: 9,] 2020.
Before [removed: that time,] [added: that,] Mr. McCall served as our Senior Vice President from February 2018 to January 2020.
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Item 2. Properties.
0 rewritten, 0 added, 2 removed, 5 unchanged
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Item 4. Mine Safety Disclosures.
0 rewritten, 0 added, 2 removed, 2 unchanged
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
12 rewritten, 11 added, 10 removed, 4 unchanged
As of December 31, [removed: 2019,] [added: 2020,] the last reported sale price of our Class A and Class B common stock on the NYSE was [removed: $55.79] [added: $76.23] and [removed: $44.70,] [added: $61.20,] respectively.
As of December 31, [removed: 2019,] [added: 2020,] there were approximately [removed: 1,802] [added: 1,736] and [removed: 915] [added: 876] holders of record of our Class A and Class B common stock, respectively.
On January [removed: 9, 2020,] [added: 14, 2021,] our Board of Directors [removed: increased our annual dividend by 213% to $0.50 per share from $0.16 per share, resulting in] [added: declared] a quarterly cash dividend of [removed: $0.125] [added: $0.25] per share [removed: for] [added: on] both [added: our] Class A and Class B common stock, [removed: which is] payable on February [removed: 7, 2020,] [added: 12, 2021] to holders of record at the close of business on January [removed: 24, 2020.][added: 29, 2021.]
The following table provides information about our repurchases of common stock during the three months ended November 30, [removed: 2019:][added: 2020:]
| Period: | [added: | |] Total Number of Shares Purchased (1) | | | [added: | | |] Average Price Paid Per Share | | | | [added: | |] Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | | | [added: | | |] Maximum Number of Shares that may yet be Purchased under the Plans or Programs (2) | | [added: |]
[removed: | (1) | Includes] [added: (1)Includes] shares of Class A and Class B common stock withheld by us to cover withholding taxes [removed: due, at the election of certain holders of nonvested shares,] [added: due] with market value approximating the amount of withholding taxes due. [removed: |]
[removed: | (2) | In] [added: (2)In] January 2019, our Board of Directors authorized a stock repurchase program, [removed: which replaced the June 2001 stock repurchase program,] under which we are authorized to purchase up to the lesser of $1.0 billion in value, or 25 million in shares, of our outstanding Class A or Class B common stock. [removed: This repurchase authorization has no expiration. Based on repurchases of $492.9 million to date under the repurchase authorization, we have a remaining authorization to purchase $507.1 million or the equivalent of approximately 9.1 million shares based on the December 31, 2019 Class A common stock price of $55.79. |]
The graph assumes $100 invested on November 30, [removed: 2014] [added: 2015] in our Class A common stock, the Dow Jones U.S. Home Construction Index and the Dow Jones U.S. Total Market Index, and the reinvestment of all dividends.
[removed: ][added: ]
| | [removed: 2014] | | [added: 2015] | | [removed: 2015] | | | [added: |] 2016 | | | [added: | | |] 2017 | | | [added: | | |] 2018 | | | [added: | | |] 2019 | | [added: | | | | 2020 | | |]
| Dow Jones U.S. Home Construction Index | [added: | |] $ | 100 | | | [removed: 113] | | [added: 88] | [removed: 100] | | | [removed: 179] | | [added: 158] | [removed: 127] | | | [removed: 186] | | [added: 112 | | | | | | 164 | | | | | | 200 | | |]
| Dow Jones U.S. Total Market Index | [added: | |] $ | 100 | | | [added: | |] 102 | | | [removed: 110] | | | [removed: 134] [added: 124] | | | [removed: 141] | | | [removed: 163] [added: 131] | | [added: | | | | 152 | | | | | | 180 | | |]
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| September 1 to September 30, 2020 | | | — | | | | | | $ | — | | | | | — | | | | | | 10,860,271 | | |
| October 1 to October 31, 2020 | | | — | | | | | | $ | — | | | | | — | | | | | | 10,860,271 | | |
| November 1 to November 30, 2020 | | | 12,407 | | | | | | $ | 77.92 | | | | | — | | | | | | 10,860,271 | | |
This repurchase authorization has no expiration.
Subsequent to November 30, 2020, our Board of Directors authorized a stock repurchase program, which replaced the January 2019 stock repurchase program, under which we are authorized to purchase up to the lesser of $1 billion in value, or 25 million in shares of our outstanding Class A or Class B common stock.
This repurchase authorization has no expiration.
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| Lennar Corporation | | | $ | 100 | | | | | 83 | | | | | | 123 | | | | | | 86 | | | | | | 120 | | | | | | 153 | | |
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| September 1 to September 30, 2019 | 77,126 | | | $ | 54.08 | | | — | | | 16,890,000 | |
| October 1 to October 31, 2019 | 101,498 | | | $ | 59.97 | | | 95,000 | | | 16,795,000 | |
| November 1 to November 30, 2019 | 1,569,729 | | | $ | 58.92 | | | 1,569,729 | | | 15,225,271 | |
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| Lennar Corporation | $ | 100 | | | 109 | | | 91 | | | 137 | | | 94 | | | 131 | |
Item 6. Selected Financial Data.
38 rewritten, 2 added, 4 removed, 1 unchanged
The following table sets forth our selected consolidated financial and operating information as of or for each of the years ended November 30, [removed: 2015] [added: 2016] through [removed: 2019.][added: 2020.]
| | [added: | |] As of or for the Years Ended November 30, | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]
| (Dollars in thousands, except per share amounts) | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | [added: | | |] 2017 | | | [removed: 2016] | | | [removed: 2015] [added: 2016] | | [added: |]
| Results of Operations: | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | |]
| Revenues: | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | |]
| Homebuilding | [added: | |] $ | [removed: 20,793,216] [added: 20,981,136] | | | [added: | | 20,793,216 | | | | | |] 19,077,597 | | | [added: | | |] 11,188,876 | | | [removed: 9,741,337] | | | [removed: 8,466,945] [added: 9,741,337] | | [added: |]
| Financial Services | [added: | |] $ | [removed: 824,810] [added: 890,311] | | | [added: | | 824,810 | | | | | |] 954,631 | | | [added: | | |] 891,957 | | | [removed: 809,694] | | | [removed: 734,491] [added: 809,694] | | [added: |]
| Multifamily | [added: | |] $ | [removed: 604,700] [added: 576,328] | | | [added: | | 604,700 | | | | | |] 421,132 | | | [added: | | |] 394,771 | | | [removed: 287,441] | | | [removed: 164,613] [added: 287,441] | | [added: |]
| Lennar Other | [added: | |] $ | [removed: 36,835] [added: 41,079] | | | [added: | | 36,835 | | | | | |] 118,271 | | | [added: | | |] 170,761 | | | [removed: 111,527] | | | [removed: 107,959] [added: 111,527] | | [added: |]
| Total revenues | [added: | |] $ | [removed: 22,259,561] [added: 22,488,854] | | | [added: | | 22,259,561 | | | | | |] 20,571,631 | | | [added: | | |] 12,646,365 | | | [removed: 10,949,999] | | | [removed: 9,474,008] [added: 10,949,999] | | [added: |]
| Operating earnings (loss): | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | |]
| Homebuilding | [added: | |] $ | [removed: 2,502,905] [added: 2,988,907] | | | [added: | | 2,502,905 | | | | | |] 2,254,487 | | | [added: | | |] 1,264,394 | | | [removed: 1,344,740] | | | [removed: 1,271,270] [added: 1,344,740] | | [added: |]
| Financial Services | [added: | |] $ | [removed: 224,642] [added: 480,952] | | | [added: | | 224,642 | | | | | |] 199,716 | | | [added: | | |] 195,307 | | | [removed: 207,439] | | | [removed: 197,477] [added: 207,439] | | [added: |]
| Multifamily | [added: | |] $ | [removed: 16,390] [added: 22,681] | | | [added: | | 16,390 | | | | | |] 42,695 | | | [added: | | |] 73,432 | | | [removed: 71,174] | | | [removed: (7,171] [added: 71,174] | [removed: )] | [added: |]
| Lennar Other | [added: | |] $ | [removed: 31,469] [added: (10,334)] | | | [removed: (33,707] | [removed: )] | [added: 31,469] | [removed: (57,633] | [removed: )] | | [removed: (60,322] | [removed: )] | [added: (33,707)] | [removed: (35,716] | [removed: )] | [added: | | | (57,633) | | | | | | (60,322) | | |]
| Gain on sale of Rialto investment and asset management platform | [added: | |] $ | — | | | [added: | | — | | | | | |] 296,407 | | | [removed: —] | | | — | | | [added: | | |] — | | [added: |]
| Acquisition and integration costs related to CalAtlantic | [added: | |] $ | — | | | [added: | | — | | | | | |] 152,980 | | | [removed: —] | | | — | | | [added: | | |] — | | [added: |]
| Corporate general and administrative expenses | [added: | |] $ | [removed: 341,114] [added: 358,418] | | | [added: | | 341,114 | | | | | |] 343,934 | | | [added: | | |] 285,889 | | | [removed: 232,562] | | | [removed: 216,244] [added: 232,562] | | [added: |]
| Earnings before income taxes | [added: | |] $ | [removed: 2,434,292] [added: 3,123,788] | | | [added: | | 2,434,292 | | | | | |] 2,262,684 | | | [added: | | |] 1,189,611 | | | [removed: 1,330,469] | | | [removed: 1,209,616] [added: 1,330,469] | | [added: |]
| Net earnings attributable to Lennar | [added: | |] $ | [removed: 1,849,052] [added: 2,465,036] | | | [added: | | 1,849,052 | | | | | |] 1,695,831 | | | [added: | | |] 810,480 | | | [removed: 911,844] | | | [removed: 802,894] [added: 911,844] | | [added: |]
| Diluted earnings per share | [added: | |] $ | [removed: 5.74] [added: 7.85] | | | [added: | | 5.74 | | | | | |] 5.44 | | | [added: | | |] 3.38 | | | [removed: 3.86] | | | [removed: 3.39] [added: 3.86] | | [added: |]
| Cash dividends declared per each - Class A and Class B common stock | [added: | |] $ | [removed: 0.16] [added: 0.625] | | | [added: | |] 0.16 | | | [added: | | |] 0.16 | | | [added: | | |] 0.16 | | | [added: | | |] 0.16 | | [added: |]
| Financial Position: | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | |]
| Total assets | [added: | |] $ | [removed: 29,359,511] [added: 29,935,177] | | | [added: | | 29,359,511 | | | | | |] 28,566,181 | | | [added: | | |] 18,745,034 | | | [removed: 15,361,781] | | | [removed: 14,419,509] [added: 15,361,781] | | [added: |]
| Debt: | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | |]
| Homebuilding | [added: | |] $ | [removed: 7,776,638] [added: 5,955,758] | | | [added: | | 7,776,638 | | | | | |] 8,543,868 | | | [added: | | |] 6,410,003 | | | [removed: 4,575,977] | | | [removed: 5,025,130] [added: 4,575,977] | | [added: |]
| Financial Services | [added: | |] $ | [removed: 1,745,755] [added: 1,463,919] | | | [added: | | 1,745,755 | | | | | |] 1,558,702 | | | [added: | | |] 1,191,344 | | | [removed: 1,300,704] | | | [removed: 1,211,704] [added: 1,300,704] | | [added: |]
| Lennar Other | [added: | |] $ | [removed: 15,178] [added: 1,906] | | | [added: | | 15,178 | | | | | |] 14,488 | | | [added: | | |] 371,168 | | | [removed: 398,859] | | | [removed: 418,324] [added: 398,859] | | [added: |]
| Multifamily | [added: | |] $ | [removed: 36,125] [added: —] | | | [removed: —] | | [added: 36,125] | [added: | | | | |] — | | | [added: | | |] — | | | [added: | | |] — | | [added: |]
| Stockholders’ equity | [added: | |] $ | [removed: 15,949,517] [added: 17,994,856] | | | [added: | | 15,949,517 | | | | | |] 14,581,535 | | | [added: | | |] 7,872,317 | | | [removed: 7,026,042] | | | [removed: 5,648,944] [added: 7,026,042] | | [added: |]
| Total equity | [added: | |] $ | [removed: 16,033,830] [added: 18,099,401] | | | [added: | | 16,033,830 | | | | | |] 14,682,957 | | | [added: | | |] 7,986,132 | | | [removed: 7,211,567] | | | [removed: 5,950,072] [added: 7,211,567] | | [added: |]
| Shares outstanding (000s) | [removed: 315,893] | | [added: 312,699] | | [added: | | | | 315,893 | | | | | |] 324,238 | | | [added: | | |] 239,964 | | | [removed: 239,133] | | | [removed: 215,804] [added: 239,133] | | [added: |]
| Stockholders’ equity per share | [added: | |] $ | [removed: 50.49] [added: 57.55] | | | [added: | | 50.49 | | | | | |] 44.97 | | | [added: | | |] 32.81 | | | [removed: 29.38] | | | [removed: 26.18] [added: 29.38] | | [added: |]
| Homebuilding Data (including unconsolidated entities): | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | |]
| Number of homes delivered | [removed: 51,491] | | [added: 52,925] | | [added: | | | | 51,491 | | | | | |] 45,627 | | | [added: | | |] 29,394 | | | [removed: 26,563] | | | [removed: 24,292] [added: 26,563] | | [added: |]
| New orders | [removed: 51,439] | | [added: 56,169] | | [added: | | | | 51,439 | | | | | |] 45,826 | | | [added: | | |] 30,348 | | | [removed: 27,372] | | | [removed: 25,106] [added: 27,372] | | [added: |]
| Backlog of home sales contracts | [removed: 15,577] | | [added: 18,821] | | [added: | | | | 15,577 | | | | | |] 15,616 | | | [added: | | |] 8,935 | | | [removed: 7,623] | | | [removed: 6,646] [added: 7,623] | | [added: |]
| Backlog dollar value | [added: | |] $ | [removed: 6,300,542] [added: 7,812,971] | | | [added: | | 6,300,542 | | | | | |] 6,570,123 | | | [added: | | |] 3,550,366 | | | [removed: 2,891,538] | | | [removed: 2,477,751] [added: 2,891,538] | | [added: |]
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Item 8. Financial Statements and Supplementary Data.
644 rewritten, 568 added, 730 removed, 467 unchanged
To the [removed: shareholders] [added: stockholders] and the Board of Directors of Lennar Corporation
We have audited the accompanying consolidated balance sheets of Lennar Corporation and subsidiaries (the "Company") as of November 30, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of operations and comprehensive income (loss), [added: stockholders'] equity, and cash flows, for each of the three years in the period ended November 30, [removed: 2019,] [added: 2020,] and the related notes (collectively referred to as the "consolidated financial statements").
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of November 30, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended November 30, [removed: 2019,] [added: 2020,] in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of November 30, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated January [removed: 27, 2020,] [added: 22, 2021,] expressed an unqualified opinion on the Company's internal control over financial reporting.
Those standards require that we plan and perform the [removed: audit] [added: audits] to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Critical Audit [removed: Matters][added: Matter]
The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]
Lennar Homebuilding and Lennar Multifamily Investments in Unconsolidated Entities - Consolidation of Variable Interest Entities - Refer to Note 1, Summary of Significant Accounting Policies (Variable Interest Entities), and Note [removed: 16,] [added: 8,] Variable Interest Entities, to the financial statements
As of November 30, [removed: 2019,] [added: 2020,] the carrying value of the Company’s consolidated VIE’s assets and non-recourse liabilities was [removed: $980.2 million] [added: $1.1 billion] and [removed: $549.7] [added: $528.5] million, respectively.
Additionally, at November 30, [removed: 2019,] [added: 2020,] the carrying value of the Company’s investments in VIEs that are unconsolidated was [removed: $840.9] [added: $949.4] million.
This required a high degree of auditor judgment and an increased extent of audit effort due to [added: the] complexity of the entity structures and agreements.
[removed: | • |] [added: -] We tested the effectiveness of the investment consolidation controls over the initial accounting assessment of joint ventures and the continuous reassessment for reconsideration events, as required by the accounting framework. [removed: |]
[removed: | • |] [added: -] We selected a sample of unconsolidated joint ventures and evaluated the appropriateness of the Company’s accounting conclusions upon formation and reconsideration events by: [removed: |]
[removed: | • | Reading] [added: ◦Reading] the joint venture agreements and other related documents and evaluating the structure and terms of the agreement to determine if the joint venture should be classified as a VIE. [removed: |]
[removed: | • | If] [added: ◦If] an entity is determined to be a VIE, considering whether the Company appropriately determined the primary beneficiary by evaluating the contractual arrangements of the entity to determine if the Company has the power to direct activities, and if the Company has the obligation to absorb losses of the entity or the right to receive benefits from the entity that could be significant to the VIE. [removed: |]
[removed: | • | For] [added: ◦For] those entities where the Company has determined it is the primary beneficiary, evaluating whether or not the Company consolidated the balances at the appropriate amounts. [removed: |]
[removed: | • | Evaluating] [added: ◦Evaluating] the evidence obtained in other areas of the audit to determine if there were additional [removed: reconsiderations] [added: reconsideration] events that had not been identified by the Company, including, among others, reading joint venture board minutes and confirming the terms of certain joint venture agreements and side agreements, if any. [removed: |]
[removed: At November 30, 2019,] [added: Based on] the [added: Company's evaluation, the Company] consolidated [removed: homebuilding] [added: one Homebuilding] entity [added: and one Multifamily entity that] had [added: a] total assets and liabilities of [removed: $240.5] [added: $140.0] million and [removed: $373.5] [added: $51.2 million and $49.4 million and $0.9] million, respectively.
November 30, [added: 2020 and] 2019 [removed: and 2018]
| | [removed: 2019 (1)] | | [added: 2020] | | [removed: 2018 (1)] | | [added: | | 2019 | | | | | | 2018 | | |]
| | [added: | |] (Dollars in thousands) | | | | | | [added: | | |]
| ASSETS | | | | | | | [added: | | | | |]
| Homebuilding: | | | | | | | [added: | | | | |]
| Cash and cash equivalents | [added: | |] $ | [removed: 1,200,832] [added: 2,703,986] | | | [removed: 1,337,807] | | [added: 1,200,832 | | |]
| [removed: Restricted] [added: Homebuilding restricted] cash | [removed: 9,698] | | [added: 15,211] | | [added: | | | | 9,698 | | | | | |] 12,399 | | [added: |]
| Receivables, net | [removed: 329,124] | | [added: 298,671] | | [removed: 236,841] | | [added: | | 329,124 | | |]
| Inventories: | | | | | | | [added: | | | | |]
| Finished homes and construction in progress | [removed: 9,195,721] | | [added: 8,593,399] | | [removed: 8,681,357] | | [added: | | 9,195,721 | | |]
| Land and land under development | [removed: 8,267,647] | | [added: 7,495,262] | | [removed: 8,178,388] | | [added: | | 8,267,647 | | |]
| Consolidated inventory not owned | [removed: 313,139] | | [added: 836,567] | | [removed: 208,959] | | [added: | | 313,139 | | |]
| Total inventories | [removed: 17,776,507] | | [added: 16,925,228] | | [removed: 17,068,704] | | [added: | | 17,776,507 | | |]
| Investments in unconsolidated entities | [removed: 1,009,035] | | [added: 953,177] | | [removed: 870,201] | | [added: | | 1,009,035 | | |]
| Goodwill | [added: | |] 3,442,359 | | | | [added: | |] 3,442,359 | | [added: |]
| Other assets | [removed: 1,021,684] | | [added: 1,190,793] | | [removed: 1,355,782] | | [added: | | 1,021,684 | | |]
| Financial Services | [removed: 3,006,024] | | [added: 2,776,987] | | [removed: 2,778,910] | | [added: | | 3,006,024 | | |]
| Multifamily | [removed: 1,068,831] | | [added: 1,175,908] | | [removed: 874,219] | | [added: | | 1,068,831 | | |]
| Lennar Other | [removed: 495,417] | | [added: 452,857] | | [removed: 588,959] | | [added: | | 495,417 | | |]
| Total assets | [added: | |] $ | [removed: 29,359,511] [added: 29,935,177] | | | [removed: 28,566,181] | | [added: 29,359,511 | | |]
[removed: | (1) | Under] [added: (1)Under] certain provisions of Accounting Standards Codification ("ASC") Topic 810, *Consolidations*, ("ASC 810") the Company is required to separately disclose on its consolidated balance sheets the assets of consolidated variable interest entities ("VIEs") that are owned by the consolidated VIEs and liabilities of consolidated VIEs as to which there is no recourse against the Company. [removed: |]
January 22, 2021
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 25,529,425 | | | | | | 24,789,239 | | |
November 30, 2020 and 2019
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 2020 (2) | | | | | | 2019 (2) | | |
| Other liabilities | | | 2,225,864 | | | | | | 1,969,082 | | |
| | | | 9,925,651 | | | | | | 11,075,165 | | |
| Financial Services | | | 1,644,248 | | | | | | 1,988,323 | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
Years Ended November 30, 2020, 2019 and 2018
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | (Dollars in thousands, except per share amounts) | | | | | | | | | | | | | | |
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Years Ended November 30, 2020, 2019 and 2018
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| Gain on deconsolidation of previously consolidated entity | | | (61,418) | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | | | | |
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*Critical Audit Matter Description*
*How the Critical Audit Matter Was Addressed in the Audit*
| | |
| --- | --- |
Variable Interest Entities - Recorded Valuation Adjustment on Previously Unconsolidated Variable Interest Entity-specific transaction - Refer to Note 16, Variable Interest Entities, to the financial statements
The Company identified a reconsideration event related to a previously unconsolidated VIE during the year ended November 30, 2019.
The reconsideration event resulted from the change of the entity’s conclusion with respect to future capital calls required to fund operations and debt repayments.
Upon reconsideration, the Company determined that the homebuilding entity continued to meet the accounting definition of a VIE and the Company was deemed to be the primary beneficiary.
Therefore, the Company was required to consolidate the net assets of the entity at estimated fair value.
As a result, the Company recorded a one-time loss of $48.9 million from the consolidation.
The determination of the fair value of the homebuilding entity’s net assets requires management to make significant estimates related to the discounting of estimated cash flows at a rate the Company believes a market participant would determine to be commensurate with the inherent risks associated with the homebuilding entity and related cash flow streams.
We identified the loss on consolidation of the VIE as a critical audit matter because of the significant estimates and assumptions management made to determine the fair value of the entity.
This required a high degree of auditor judgment and a significant extent of audit effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s significant assumptions utilized to determine the fair value of the VIE.
Our audit procedures related to the fair value analysis and assessment of the recorded loss included the following, among others:
| • | We tested the effectiveness of controls over management’s evaluation of the fair value analysis of the previously unconsolidated entity, including the appropriateness of the valuation technique applied, accounting and business assumptions used in the analysis, and the mathematical accuracy of the overall model. |
| • | With the assistance of our fair value specialists we evaluated the reasonableness of the Company’s valuation technique, to determine if it is consistent with generally accepted valuation practices, and considered acceptable under the circumstances. |
| • | We evaluated the significant valuation assumptions, including the source information of the significant valuation assumptions used by management with assistance of our fair value specialists. We evaluated the significant assumptions, including: base home price per unit, absorption rate/sales velocity, annual inflation rate, direct construction costs, and the discount rate by (1) independently obtaining evidence from knowledgeable sources that are independent from the Company in order to benchmark, challenge, and assess management’s key assumptions, and (2) testing the mathematical accuracy of management’s calculation of the undiscounted cash flow analysis. |
| • | We assessed the reasonableness of the Company’s business assumptions, including capital expenditures and property information including location and property type, and historical and budgeted construction costs by comparing the assumptions to the Company’s historical results. |
January 27, 2020
LENNAR CORPORATION AND SUBSIDIARIES
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | 24,789,239 | | | | 24,324,093 | |
| Other liabilities | 1,900,955 | | | | 1,902,658 | |
| | 11,007,038 | | | | 11,776,898 | |
| Financial Services | 2,056,450 | | | | 1,868,202 | |
| | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Homebuilding loss due to litigation | — | | | | — | | | (140,000 | ) |
| Tax benefit from employee stock plans, vesting of restricted stock and conversion of convertible senior notes | — | | | | — | | | 35,543 | |
| Stock dividends - Class B common stock | — | | | | — | | | 237,679 | |
| Stock dividends - Class B common stock | — | | | | — | | | (238,150 | ) |
| Excess tax benefits from share-based awards | — | | | | — | | | (1,981 | ) |
| Gain on sale of interest in unconsolidated entities | — | | | | (164,880 | ) | | — | |
| Unrealized and realized gains on real estate owned | (1,183 | | ) | | (3,734 | ) | | (5,119 | ) |
| Impairments of loans receivable and real estate owned | — | | | | 39,053 | | | 97,786 | |
| Proceeds from sales of real estate owned | 8,866 | | | | 32,221 | | | 86,565 | |
| Purchases of commercial mortgage-backed securities bonds | — | | | | (31,068 | ) | | (107,262 | ) |
| Proceeds from senior notes | — | | | | — | | | 2,450,000 | |
| Proceeds from Rialto notes payable | — | | | | 33,724 | | | 99,630 | |
An excerpt. Shown here: 40 of 644 rewritten, 40 of 568 added and 40 of 730 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data. in the FY2020 filing and the FY2019 filing.
Item 9A. Controls and Procedures.
12 rewritten, 6 added, 3 removed, 20 unchanged
[removed: Our Chief] [added: Each of our Co-Chief] Executive [removed: Officer] [added: Officers] and [added: Co-Presidents ("Co-CEOs") and] Chief Financial Officer participated in an evaluation by our management of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.
Based on their participation in that evaluation, our [removed: CEO] [added: Co-CEOs] and CFO concluded that our disclosure controls and procedures were effective as of November 30, [removed: 2019] [added: 2020] to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed in our reports filed or furnished under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including [added: both of] our [removed: CEO] [added: Co-CEOs] and CFO, as appropriate to allow timely decisions regarding required disclosures.
[removed: Our CEO] [added: Both of our Co-CEOs] and CFO also participated in an evaluation by our management of any changes in our internal control over financial reporting that occurred during the quarter ended November 30, [removed: 2019.][added: 2020.]
Under the supervision and with the participation of our management, including [added: both of] our [removed: CEO] [added: Co-CEOs] and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in *Internal Control—Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on our evaluation under the framework in *Internal Control—Integrated Framework* (2013)*,* our management concluded that our internal control over financial reporting was effective as of November 30, [removed: 2019.][added: 2020.]
The effectiveness of our internal control over financial reporting as of November 30, [removed: 2019] [added: 2020] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their attestation report which is included herein.
To the [removed: shareholders] [added: stockholders] and the Board of Directors of Lennar Corporation
We have audited the internal control over financial reporting of Lennar Corporation and subsidiaries (the “Company”) as of November 30, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of November 30, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended November 30, [removed: 2019,] [added: 2020,] of the Company and our report dated January [removed: 27, 2020] [added: 22, 2021] expressed an unqualified opinion on those financial statements.
| /s/ Deloitte & Touche LLP | [added: | |]
| Miami, Florida | [added: | |]
| | | |
| --- | --- | --- |
| | | |
| | | |
| | | |
| January 22, 2021 | | |
| |
| --- |
| January 27, 2020 |
Item 10. Directors, Executive Officers and Corporate Governance.
2 rewritten, 0 added, 0 removed, 2 unchanged
We have adopted a Code of Business Conduct and Ethics that applies to [added: each of] our [removed: Chief] [added: Co-Chief] Executive [removed: Officer,] [added: Officers and Co-Presidents, our] Chief Financial Officer and [added: our] Chief Accounting Officer.
The other information called for by this item is incorporated by reference to our definitive proxy statement, which will be filed with the Securities and Exchange Commission not later than March [removed: 29, 2020] [added: 30, 2021] (120 days after the end of our fiscal year).
Item 11. Executive Compensation.
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item is incorporated by reference to our definitive proxy statement, which will be filed with the Securities and Exchange Commission not later than March [removed: 29, 2020] [added: 30, 2021] (120 days after the end of our fiscal year).
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
6 rewritten, 3 added, 5 removed, 0 unchanged
The information required by this item is incorporated by reference to our definitive proxy statement, which will be filed with the Securities and Exchange Commission not later than March [removed: 29, 2020] [added: 30, 2021] (120 days after the end of our fiscal year), except for the information required by Item 201(d) of Regulation S-K, which is provided below.
The following table summarizes our equity compensation plans as of November 30, [removed: 2019:][added: 2020:]
| Plan category | [added: | |] Number of shares to be issued upon exercise of outstanding options, warrants and [removed: rights (a)] [added: rights (a)] | | | [added: | | |] Weighted-average exercise price of outstanding options, warrants and rights | | | | [added: | |] Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a)) (1) | | [added: |]
| Equity compensation plans [added: not] approved by stockholders | [added: | |] — | | | [removed: $] | [added: | |] — | | | [removed: 8,908,570] | | [added: | — | | |]
| Equity compensation plans [removed: not] approved by stockholders | [added: | |] — | | | [removed: n/a] | | | [added: $] | — | | [added: | | | 7,209,217 | | |]
[removed: | (1) | Both] [added: (1)Both] shares of Class A and Class B common stock may be issued. [removed: |]
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Total | | | — | | | | | | $ | — | | | | | 7,209,217 | | |
| | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Total | — | | | $ | — | | | 8,908,570 | |
| | |
| --- | --- |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item is incorporated by reference to our definitive proxy statement, which will be filed with the Securities and Exchange Commission not later than March [removed: 29, 2020] [added: 30, 2021] (120 days after the end of our fiscal year).
Item 14. Principal Accounting Fees and Services.
1 rewritten, 0 added, 0 removed, 1 unchanged
The information required by this item is incorporated by reference to our definitive proxy statement, which will be filed with the Securities and Exchange Commission not later than March [removed: 29, 2020] [added: 30, 2021] (120 days after the end of our fiscal year).
Item 15. Exhibits, Financial Statement Schedules.
51 rewritten, 48 added, 5 removed, 4 unchanged
[removed: | (a) | Documents] [added: (a)Documents] filed as part of this Report. [removed: |]
[removed: | 1. | The] [added: 1.The] following financial statements are contained in Item 8: [removed: |]
| Financial Statements | [added: | |] Page [removed: in this] [added: in this] Report | [added: | |]
| [Report of Independent Registered Public Accounting [removed: Firm](#s6D5426C00D5F500E955029D3A1B36624)] [added: Firm](#i76704f6d0160463182f284ca8d043a7a_124)] | [removed: [56](#s6D5426C00D5F500E955029D3A1B36624)] | [added: | [42](#i76704f6d0160463182f284ca8d043a7a_124) | | |]
| [Consolidated Balance Sheets as of November 30, [removed: 2019] [added: 2020] and [removed: 2018](#sDC90C1AFD39A55DCBAC9EC08F8D0CBAD)] [added: 2019](#i76704f6d0160463182f284ca8d043a7a_127)] | [removed: [59](#sDC90C1AFD39A55DCBAC9EC08F8D0CBAD)] | [added: | [44](#i76704f6d0160463182f284ca8d043a7a_127) | | |]
| [Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended November 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#s9F38726F2BE95E3B92E53E02FA506874)] [added: 2018](#i76704f6d0160463182f284ca8d043a7a_136)] | [removed: [61](#s9F38726F2BE95E3B92E53E02FA506874)] | [added: | [46](#i76704f6d0160463182f284ca8d043a7a_136) | | |]
| [Consolidated Statements of Equity for the Years Ended November 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#s53CE2B973CBF51F394256D423CADB265)] [added: 2018](#i76704f6d0160463182f284ca8d043a7a_139)] | [removed: [62](#s53CE2B973CBF51F394256D423CADB265)] | [added: | [47](#i76704f6d0160463182f284ca8d043a7a_139) | | |]
| [Consolidated Statements of Cash Flows for the Years Ended November 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#s0789365040D755B1AF922D28CE0D9266)] [added: 2018](#i76704f6d0160463182f284ca8d043a7a_145)] | [removed: [63](#s0789365040D755B1AF922D28CE0D9266)] | [added: | [48](#i76704f6d0160463182f284ca8d043a7a_145) | | |]
| [Notes to Consolidated Financial [removed: Statements](#s697413F03CEB5159ABAD02F4D3AE18B5)] [added: Statements](#i76704f6d0160463182f284ca8d043a7a_148)] | [removed: [64](#s697413F03CEB5159ABAD02F4D3AE18B5)] | [added: | [49](#i76704f6d0160463182f284ca8d043a7a_148) | | |]
[removed: | 2. | The] [added: 2.The] following financial statement schedule is included in this Report: [removed: |]
| Financial Statement Schedule | [added: | |] Page [removed: in this] [added: in this] Report | [added: | |]
| [Report of Independent Registered Public Accounting [removed: Firm](#sCD835B250E5056308B6BFF35006E3D46)] [added: Firm](#i76704f6d0160463182f284ca8d043a7a_283)] | [removed: [120](#sCD835B250E5056308B6BFF35006E3D46)] | [added: | [86](#i76704f6d0160463182f284ca8d043a7a_283) | | |]
| [Schedule II—Valuation and Qualifying [removed: Accounts](#s9E2F3D1DC3605AD1BBB2D9A155AAAB52)] [added: Accounts](#i76704f6d0160463182f284ca8d043a7a_286)] | [removed: [121](#s9E2F3D1DC3605AD1BBB2D9A155AAAB52)] | [added: | [87](#i76704f6d0160463182f284ca8d043a7a_286) | | |]
[removed: | 3. | The] [added: 3.The] following exhibits are filed with this Report or incorporated by reference: [removed: |]
| [removed: 3.1] [added: 3.1] | [added: | |] [Restated Certificate of Incorporation of the Company, dated January 14, 2015, as amended by the Certificate of Amendment to Restated Certificate of Incorporation of the Company, dated February 12, [removed: 2018.](https://www.sec.gov/Archives/edgar/data/920760/000162828020000559/lenex31.htm)] [added: 2018 - Incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2019.](https://www.sec.gov/Archives/edgar/data/920760/000162828020000559/lenex31.htm)] | [added: | |]
| 3.2 | [added: | |] [Bylaws of the Company, as amended effective June 26, 2019 - Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, dated June 26, 2019.](http://www.sec.gov/Archives/edgar/data/920760/000119312519187474/d60950dex31.htm) | [added: | |]
| [removed: 4.1] [added: 4.1] | [added: | |] [Description of Capital [removed: Stock](https://www.sec.gov/Archives/edgar/data/920760/000162828020000559/len-2019x1130x10kxexh41.htm)] [added: Stock - Incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2019.](http://www.sec.gov/Archives/edgar/data/920760/000162828020000559/len-2019x1130x10kxexh41.htm)] | [added: | |]
| 4.2 | [added: | |] [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.](http://www.sec.gov/Archives/edgar/data/920760/0000950123-98-000844.txt) | [added: | |]
| 4.3 | [added: | |] [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.](http://www.sec.gov/Archives/edgar/data/920760/000144530513000116/len-20121130x10kxexh412.htm) | [added: | |]
| 4.4 | [added: | |] [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.](http://www.sec.gov/Archives/edgar/data/920760/000119312515156659/d916893dex414.htm) | [added: | |]
| 4.5 | [added: | |] [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.](http://www.sec.gov/Archives/edgar/data/920760/000119312515370236/d63693dex415.htm) | [added: | |]
| 4.6 | [removed: [Twelfth] [added: | | [Thirteenth] Supplemental Indenture, dated as of [removed: March 4, 2016,] [added: January 20, 2017,] among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, including the form of [removed: 4.750%] [added: 4.125%] Senior Notes due [removed: 2021 -] [added: 2022-] Incorporated by reference to Exhibit [removed: 4.16] [added: 4.17] of the Company’s Current Report on Form 8-K, dated [removed: March 4, 2016.](http://www.sec.gov/Archives/edgar/data/920760/000119312516495279/d147939dex416.htm)] [added: January 20, 2017.](http://www.sec.gov/Archives/edgar/data/920760/000119312517014307/d324775dex417.htm)] | [added: | |]
| 4.7 | [removed: [Thirteenth] [added: | | [Fourteenth] Supplemental Indenture, dated as of [removed: January 20,] [added: April 28,] 2017, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, including the form of [removed: 4.125%] [added: 4.50%] Senior Notes due [removed: 2022-] [added: 2024 -] Incorporated by reference to Exhibit [removed: 4.17] [added: 4.18] of the Company’s Current Report on Form 8-K, dated [removed: January 20, 2017.](http://www.sec.gov/Archives/edgar/data/920760/000119312517014307/d324775dex417.htm)] [added: April 28, 2017.](http://www.sec.gov/Archives/edgar/data/920760/000119312517148377/d385723dex418.htm)] | [added: | |]
| 4.8 | [removed: [Fourteenth Supplemental Indenture,] [added: | | [Indenture,] dated as of [removed: April 28,] [added: November 29,] 2017, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, including the form of [removed: 4.50%] [added: 2.95%] Senior Notes due [removed: 2024 -] [added: 2020 and the form of 4.75% Senior Notes due 2027-] Incorporated by reference to Exhibit [removed: 4.18] [added: 4.1] of the Company’s Current Report on Form 8-K, dated [removed: April 28, 2017.](http://www.sec.gov/Archives/edgar/data/920760/000119312517148377/d385723dex418.htm)] [added: November 29, 2017.](http://www.sec.gov/Archives/edgar/data/920760/000119312517357394/d438218dex41.htm)] | [added: | |]
| [removed: 4.9] [added: 4.11] | [added: | |] [Indenture, dated as of [removed: November 29, 2017,] [added: February 20, 2018,] among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, [removed: including] [added: governing] the [removed: form of 2.95%] [added: 5.875%] Senior Notes due [removed: 2020 and] [added: November 15, 2024 (including] the [removed: form] [added: forms] of [removed: 4.75%] [added: 5.875%] Senior Notes due [removed: 2027-] [added: November 15, 2024) -] Incorporated by reference to Exhibit [removed: 4.1] [added: 4.6] of the Company’s Current Report on Form 8-K, dated [removed: November 29, 2017.](http://www.sec.gov/Archives/edgar/data/920760/000119312517357394/d438218dex41.htm)] [added: February 16, 2018.](http://www.sec.gov/Archives/edgar/data/920760/000119312518050568/d513500dex46.htm)] | [added: | |]
| 4.10 | [added: | |] [Indenture, dated as of February 20, 2018, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, governing the [removed: 6.625%] [added: 5.375%] Senior Notes due [removed: May] [added: October] 1, [removed: 2020] [added: 2022] (including the forms of [removed: 6.625%] [added: 5.375%] Senior Notes due [removed: May] [added: October] 1, [removed: 2020)] [added: 2022)] - Incorporated by reference to Exhibit [removed: 4.2] [added: 4.5] of the Company’s Current Report on Form 8-K, dated February 16, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/920760/000119312518050568/d513500dex42.htm)] [added: 2018.](http://www.sec.gov/Archives/edgar/data/920760/000119312518050568/d513500dex45.htm)] | [added: | |]
| [removed: 4.11] [added: 4.9] | [added: | |] [Indenture, dated as of February 20, 2018, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, governing the [removed: 8.375%] [added: 6.25%] Senior Notes due [removed: January] [added: December] 15, 2021 (including the forms of [removed: 8.375%] [added: 6.25%] Senior Notes due [removed: January] [added: December] 15, 2021) - Incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] of the Company’s Current Report on Form 8-K, dated February 16, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/920760/000119312518050568/d513500dex43.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/920760/000119312518050568/d513500dex44.htm)] | [added: | |]
| 4.12 | [added: | |] [Indenture, dated as of February 20, 2018, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, governing the [removed: 6.25%] [added: 5.25%] Senior Notes due [removed: December 15, 2021] [added: June 1, 2026] (including the forms of [removed: 6.25%] [added: 5.25%] Senior Notes due [removed: December 15, 2021)] [added: June 1, 2026)] - Incorporated by reference to Exhibit [removed: 4.4] [added: 4.7] of the Company’s Current Report on Form 8-K, dated February 16, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/920760/000119312518050568/d513500dex44.htm)] [added: 2018.](http://www.sec.gov/Archives/edgar/data/920760/000119312518050568/d513500dex47.htm)] | [added: | |]
| 4.13 | [added: | |] [Indenture, dated as of February 20, 2018, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, governing the [removed: 5.375%] [added: 5.00%] Senior Notes due [removed: October 1, 2022] [added: June 15, 2027] (including the forms of [removed: 5.375%] [added: 5.00%] Senior Notes due [removed: October 1, 2022)] [added: June 15, 2027)] - Incorporated by reference to Exhibit [removed: 4.5] [added: 4.8] of the Company’s Current Report on Form 8-K, dated February 16, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/920760/000119312518050568/d513500dex45.htm)] [added: 2018.](http://www.sec.gov/Archives/edgar/data/920760/000119312518050568/d513500dex48.htm)] | [added: | |]
| 10.1* | [added: | |] [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.](http://www.sec.gov/Archives/edgar/data/920760/000119312516489179/d26986ddef14a.htm) | [added: | |]
| 10.2* | [added: | |] [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.](http://www.sec.gov/Archives/edgar/data/920760/000119312516489179/d26986ddef14a.htm) | [added: | |]
| 10.3 | [added: | |] [Seventh Amended and Restated Credit Agreement, dated as of April 11, 2019, among Lennar Corporation, as borrower, JPMorgan Chase Bank, N.A., as issuing lender and administrative agent, the several lenders from time to time parties thereto, and the other parties and agents thereto - Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated April 11, 2019.](http://www.sec.gov/Archives/edgar/data/920760/000119312519105301/d718526dex101.htm) | [added: | |]
| 10.4 | [added: | |] [Seventh Amended and Restated Guarantee Agreement, dated as of April 11, 2019, among certain of Lennar Corporation’s subsidiaries in favor of guaranteed parties referred to therein - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated April 11, 2019.](http://www.sec.gov/Archives/edgar/data/920760/000119312519105301/d718526dex102.htm) | [added: | |]
| 10.5 | [added: | |] [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.](http://www.sec.gov/Archives/edgar/data/920760/000119312515054307/d875705dex1019.htm) | [added: | |]
| 10.6* | [added: | |] [Form of 2018 Restricted Stock Agreement for Stuart Miller, Rick Beckwitt and Jonathan Jaffe - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated February 14, 2018.](http://www.sec.gov/Archives/edgar/data/920760/000119312518048648/d526400dex102.htm) | [added: | |]
| 10.7* | [added: | |] [2019 Award Agreements for Mr. Miller, Mr. Beckwitt and Mr. Jaffe - Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated June 25, 2019.](http://www.sec.gov/Archives/edgar/data/920760/000119312519186216/d748760dex101.htm) | [added: | |]
| 10.8* | [added: | |] [Form of 2019 Award Agreement under the Company’s 2016 Equity Incentive Plan for Mr. Miller, Mr. Beckwitt and Mr. Jaffe - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated June 25, 2019.](http://www.sec.gov/Archives/edgar/data/920760/000119312519186216/d748760dex102.htm) | [added: | |]
| 10.9* | [added: | |] [2019 Award Agreements for Ms. Bessette, Mr. Sustana, Mr. McCall and Mr. Gross - Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, dated June 25, 2019.](http://www.sec.gov/Archives/edgar/data/920760/000119312519186216/d748760dex103.htm) | [added: | |]
| 21 | [added: | |] [List of [removed: subsidiaries.](https://www.sec.gov/Archives/edgar/data/920760/000162828020000559/len-2019x1130x10kxexh21.htm)] [added: subsidiaries.](https://www.sec.gov/Archives/edgar/data/920760/000162828021000722/len-2020x1130x10kxexh21.htm)] | [added: | |]
| 23 | [added: | |] [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/920760/000162828020000559/len-20191130x10kxexh23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/920760/000162828021000722/len-20201130x10kxexh23.htm)] | [added: | |]
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| 10.10* | | | [2020 Award Agreements under the Company’s 2016 Incentive Compensation Plan for Mr. Miller, Mr. Beckwitt, Mr. Jaffe, Ms. Bessette and Mr. McCall - Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated February 28, 2020.](https://www.sec.gov/Archives/edgar/data/920760/000119312520060518/d895314dex101.htm) | | |
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| 10.11* | | | [Form of 2020 Award Agreement under the Company’s 2016 Equity Incentive Plan for Mr. Miller, Mr. Beckwitt, Mr. Jaffe, Ms. Bessette and Mr. McCall - Incorporated by reference to Exhibit 10.](https://www.sec.gov/Archives/edgar/data/920760/000119312520060518/d895314dex102.htm)[2](https://www.sec.gov/Archives/edgar/data/920760/000119312520060518/d895314dex102.htm) [of the Company’s Current Report on Form 8-K, dated February 28, 2020.](https://www.sec.gov/Archives/edgar/data/920760/000119312520060518/d895314dex102.htm) | | |
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| 10.12 | | | [Master Agreement, dated October](https://www.sec.gov/Archives/edgar/data/920760/000162828021000722/len-20201130x10kxexh1012.htm) [8](https://www.sec.gov/Archives/edgar/data/920760/000162828021000722/len-20201130x10kxexh1012.htm)[, 2020,](https://www.sec.gov/Archives/edgar/data/920760/000162828021000722/len-20201130x10kxexh1012.htm) [between AG](https://www.sec.gov/Archives/edgar/data/920760/000162828021000722/len-20201130x10kxexh1012.htm) [Ess](https://www.sec.gov/Archives/edgar/data/920760/000162828021000722/len-20201130x10kxexh1012.htm)[ential Housing Company 1, L.P.](https://www.sec.gov/Archives/edgar/data/920760/000162828021000722/len-20201130x10kxexh1012.htm) [and](https://www.sec.gov/Archives/edgar/data/920760/000162828021000722/len-20201130x10kxexh1012.htm) [Essential Ho](https://www.sec.gov/Archives/edgar/data/920760/000162828021000722/len-20201130x10kxexh1012.htm)[using Financing, LLC](https://www.sec.gov/Archives/edgar/data/920760/000162828021000722/len-20201130x10kxexh1012.htm)[.](https://www.sec.gov/Archives/edgar/data/920760/000162828021000722/len-20201130x10kxexh1012.htm) | | |
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| 4.14 | [Indenture, dated as of February 20, 2018, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, governing the 5.875% Senior Notes due November 15, 2024 (including the forms of 5.875% Senior Notes due November 15, 2024) - Incorporated by reference to Exhibit 4.6 of the Company’s Current Report on Form 8-K, dated February 16, 2018.](http://www.sec.gov/Archives/edgar/data/920760/000119312518050568/d513500dex46.htm) |
| 4.15 | [Indenture, dated as of February 20, 2018, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, governing the 5.25% Senior Notes due June 1, 2026 (including the forms of 5.25% Senior Notes due June 1, 2026) - Incorporated by reference to Exhibit 4.7 of the Company’s Current Report on Form 8-K, dated February 16, 2018.](http://www.sec.gov/Archives/edgar/data/920760/000119312518050568/d513500dex47.htm) |
| 4.16 | [Indenture, dated as of February 20, 2018, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, governing the 5.00% Senior Notes due June 15, 2027 (including the forms of 5.00% Senior Notes due June 15, 2027) - Incorporated by reference to Exhibit 4.8 of the Company’s Current Report on Form 8-K, dated February 16, 2018.](http://www.sec.gov/Archives/edgar/data/920760/000119312518050568/d513500dex48.htm) |
An excerpt. Shown here: 40 of 51 rewritten, 40 of 48 added and all 5 removed. The counts are complete. For every sentence, read Item 15. Exhibits, Financial Statement Schedules. in the FY2020 filing and the FY2019 filing.
Item 16. Form 10-K Summary
46 rewritten, 47 added, 7 removed, 17 unchanged
| | [added: | |] LENNAR CORPORATION | | [added: | | | |]
| | [added: | |] /S/ RICK BECKWITT | | [added: | | | |]
| | [added: | |] Rick Beckwitt | | [added: | | | |]
| | [removed: Chief] [added: | | Co-Chief] Executive [removed: Officer] [added: Officer, Co-President] and Director | | [added: | | | |]
| | [added: | |] Date: | [added: | |] January [removed: 27, 2020] [added: 22, 2021] | [added: | |]
| Principal Executive Officer: | | | [added: | | | | | |]
| Rick Beckwitt | [added: | |] /S/ RICK BECKWITT | | [added: | | | |]
| [removed: Chief] [added: Co-Chief] Executive [removed: Officer] [added: Officer, Co-President] and Director | [added: | |] Date: | [added: | |] January [removed: 27, 2020] [added: 22, 2021] | [added: | |]
| Principal Financial Officer: | | | [added: | | | | | |]
| Diane Bessette | [added: | |] /S/ DIANE BESSETTE | | [added: | | | |]
| Vice President, Chief Financial Officer and Treasurer | [added: | |] Date: | [added: | |] January [removed: 27, 2020] [added: 22, 2021] | [added: | |]
| Principal Accounting Officer: | | | [added: | | | | | |]
| David Collins | [added: | |] /S/ DAVID COLLINS | | [added: | | | |]
| [removed: Controller] | [added: | |] Date: | [added: | |] January [removed: 27, 2020] [added: 22, 2021] | [added: | |]
| Directors: | | | [added: | | | | | |]
| Irving Bolotin | [added: | |] /S/ IRVING BOLOTIN | | [added: | | | |]
| Steven L. Gerard | [added: | |] /S/ STEVEN L. GERARD | | [added: | | | |]
| Theron I. ("Tig") Gilliam, Jr. | [added: | |] /S/ THERON I. ("TIG") GILLIAM, JR. | | [added: | | | |]
| Sherrill W. Hudson | [added: | |] /S/ SHERRILL W. HUDSON | | [added: | | | |]
| [removed: Jonathan M. Jaffe] | [added: | |] /S/ JONATHAN M. JAFFE | | [added: | | | |]
| Sidney Lapidus | [added: | |] /S/ SIDNEY LAPIDUS | | [added: | | | |]
| Teri McClure | [added: | |] /S/ TERI MCCLURE | | [added: | | | |]
| Stuart Miller | [added: | |] /S/ STUART MILLER | | [added: | | | |]
| Armando Olivera | [added: | |] /S/ ARMANDO OLIVERA | | [added: | | | |]
| Jeffrey Sonnenfeld | [added: | |] /S/ JEFFREY SONNENFELD | | [added: | | | |]
| Scott Stowell | [added: | |] /S/ SCOTT STOWELL | | [added: | | | |]
To the [removed: shareholders] [added: stockholders] and the Board of Directors of Lennar Corporation
We have audited the consolidated financial statements of Lennar Corporation and subsidiaries (the "Company") as of November 30, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and for each of the three years in the period ended November 30, [removed: 2019,] [added: 2020,] and the Company's internal control over financial reporting as of November 30, [removed: 2019,] [added: 2020,] and have issued our reports thereon dated January [removed: 27, 2020;] [added: 22, 2021;] such reports are included elsewhere in this Form [removed: 10K.][added: 10-K.]
| /s/ Deloitte & Touche LLP | [added: | |]
| Miami, Florida | [added: | |]
Years [removed: Ended November] [added: Ended November] 30, [removed: 2019, 2018 and 2017][added: 2020, 2019 and 2018]
| | | | | | [added: | | | |] Additions | | | | | | | | | | | [added: | | | | | | | | | |]
| (In thousands) | [removed: Beginning balance] | | [added: Beginning balance] | | [added: | | | |] Charged to costs and expenses | | | [added: | | |] Charged (credited) to other accounts | | | [added: | | |] Deductions | | | [removed: Ending balance] | | [added: | Ending balance | | |]
| Year ended November 30, 2019 | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | |]
| Allowances deducted from assets to which they apply: | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | |]
| Allowances for doubtful accounts and notes and other receivables | [added: | |] $ | 2,793 | | | [added: | |] 1,404 | | | [removed: (344] | [removed: )] | | [removed: (474] [added: (344)] | [removed: )] | | [added: | | | (474) | | | | | |] 3,379 | | [added: |]
| Allowance for loan losses and loans receivable | [added: | |] $ | 6,154 | | | [added: | |] 485 | | | [added: | | |] — | | | [removed: (2,517] | [removed: )] | | [added: (2,517) | | | | | |] 4,122 | | [added: |]
| Allowance against net deferred tax assets | [added: | |] $ | 7,219 | | | [added: | |] — | | | [added: | | |] — | | | [removed: (2,878] | [removed: )] | | [added: (2,878) | | | | | |] 4,341 | | [added: |]
| Year ended November 30, 2018 | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | |]
| Allowances for doubtful accounts and notes and other receivables | [added: | |] $ | 2,849 | | | [added: | |] 246 | | | [removed: (156] | [removed: )] | | [removed: (146] [added: (156)] | [removed: )] | | [added: | | | (146) | | | | | |] 2,793 | | [added: |]
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| | | | LENNAR CORPORATION | | | | | |
| | | | | | | | | |
| | | | Jonathan M. Jaffe | | | | | |
| | | | Co-Chief Executive Officer, Co-President and Director | | | | | |
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| Jonathan M. Jaffe | | | /S/ JONATHAN M. JAFFE | | | | | |
| Co-Chief Executive Officer, Co-President and Director | | | Date: | | | January 22, 2021 | | |
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| Vice President and Controller | | | Date: | | | January 22, 2021 | | |
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| | | | Date: | | | January 22, 2021 | | |
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| | | | Date: | | | January 22, 2021 | | |
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| | | | Date: | | | January 22, 2021 | | |
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| | | | Date: | | | January 22, 2021 | | |
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| | | | Date: | | | January 22, 2021 | | |
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| | | | Date: | | | January 22, 2021 | | |
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| | | | Date: | | | January 22, 2021 | | |
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| | | | Date: | | | January 22, 2021 | | |
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| | | | Date: | | | January 22, 2021 | | |
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| January 27, 2020 |
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An excerpt. Shown here: 40 of 46 rewritten, 40 of 47 added and all 7 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary in the FY2020 filing and the FY2019 filing.