Lennar (LEN) 10-K risk factor changes: FY2023 vs FY2022
The 2023-11-30 10-K against the 2022-11-30 one, compared heading by heading and sentence by sentence.
Item 1A63 rewritten45 added15 removed223 unchanged
All filing items1,062 rewritten606 added347 removed2,087 unchanged
Summary
counted, not written
- Item 1A lists 48 risk factor headings: 6 new, 4 reworded and 38 unchanged since FY2022. 2 headings from FY2022 no longer appear.
- Sentence by sentence, 606 added, 347 removed, 1,062 rewritten and 2,087 unchanged across 19 items that differ.
- New this year: Item 1C. Cybersecurity..
New Item 1A headings (6)
- Current and threatened conflicts could affect demand for the homes we build.
- We could be hurt if land banks are not able to raise necessary investor funds or if we are unable to create and maintain relationships with land banks.
- Changes in tax laws could increase the cost of owning a home.
- Our previously announced spin-off of some of our businesses may not occur within any particular time period or at all.
- Our Class B common stock is less liquid than and has traded at a price substantially lower than that of our Class A common stock.
- We could be subject to unexpected tax liabilities.
Removed Item 1A headings (2)
- Our planned spin-off of some of our businesses may not achieve its goals.
- The trading price of our Class B common stock has been substantially lower than that of our Class A common stock.
Reworded Item 1A headings (4)
[removed: A][added: The market for new homes is cyclical, and a] continuing downturn in the homebuilding market could adversely affect our operations.[removed: Supply shortages and inflation][added: Inflation] could adversely affect our profitability.- Increased interest rates could increase
[removed: the][added: our] cost of[removed: the homes we build.][added: building homes.] - We could be hurt by refusals of owners of land to honor options or contracts to sell
[removed: the]land to us.
A heading is new when no FY2022 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
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors.
63 rewritten, 45 added, 15 removed, 223 unchanged
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 [added: and cost] of financing for [removed: home buyers,] [added: homebuyers,] availability and prices of new homes compared to [removed: existing inventory,] [added: those of previously occupied homes,] and demographic trends.
[removed: We cannot assure you that our] [added: Our] strategies for our core homebuilding and mortgage finance businesses, and any related initiatives or actions, [removed: will] [added: may not] be successful.
[removed: It is] possible that the land lighter or other strategies will reduce, rather than increase, the value and profitability of our core businesses.
[removed: A] [added: The market for new homes is cyclical, and a] continuing downturn in the homebuilding market could adversely affect our operations.
During fiscal [removed: 2022,] [added: 2022 and 2023,] the housing market weakened [added: throughout the country] in response to the Federal Reserve’s aggressive increase in interest rates in an effort to curtail inflation.
[removed: Supply shortages and inflation] [added: Inflation] could adversely affect our profitability.
[removed: In an inflationary environment, we] [added: Weak demand] may [removed: be precluded] [added: preclude us] from raising home prices enough to keep up with the rate of inflation, which could reduce our profit margins.
[removed: Moreover,] [added: In addition,] in an inflationary environment, our cost of capital, labor and materials can increase and the purchasing power of our cash resources can decline, which can have an adverse impact on our business or financial results.
However, declining demand for new homes as the year progressed [removed: is requiring] [added: often required] us to reduce, rather than increase, prices.
[removed: However] [added: However,] it is possible that those steps will not be successful, and that the combination of inflation and reduced demand for new homes will adversely affect our [removed: profitability][added: profitability.]
Housing has been considerably impacted by the more than doubling of mortgage interest rates in 2022, and [removed: the Federal Reserve Board has said it intends to continue to increase its benchmark interest rate] [added: continued increases] in 2023.
We also compete in securing partners, equity capital and debt financing, and we compete for tenants with the large supply of already existing or newly built rental apartments, as well as with sellers and renters of [removed: single family] [added: single-family] homes.
[removed: Single Family] [added: Single-Family] Home Rentals.
In each region where our funds offer [removed: single family] [added: single-family] homes for rent, there will be competition for residents with other owners of residential real estate (whether for-rent or for-sale).
Also, in seeking to acquire [removed: single family] [added: single-family] homes that our funds can hold as rental properties, our funds will be competing with other persons who plan to hold them as rental properties as well as persons who might want to purchase those homes to live in them.
[removed: Any failure] [added: Failures] in health and safety performance [added: on our worksites] may result in penalties for non-compliance with relevant regulatory [removed: requirements, may result] [added: requirements] in our subcontractors having difficulty attracting the workers they need and [removed: may result] in a negative impact to our reputation.
Despite our detailed specifications and quality control procedures, in some cases, subcontractors may use [removed: improper construction processes or defective materials.]
If the rate at which we sell and deliver homes slows, or if we delay the opening of new home communities, we may incur increased pre-construction costs and it may take longer for us to recover [removed: our] [added: those] costs.
Increased interest rates could increase [removed: the] [added: our] cost of [removed: the homes we build.][added: building homes.]
At November 30, [removed: 2022,] [added: 2023,] we had a $2.6 billion revolving credit facility with a group of banks (the "Credit Facility"), which had an accordion feature that could increase it to $3 billion.
We also had warehouse borrowing facilities [removed: totaling$2.85] [added: totaling $3.7] billion to support our residential and commercial mortgage lending activities.
The interest on borrowings under the Credit Facility is at rates based on prevailing [removed: short term] [added: short-term] rates from time to time.
In [removed: 2022,] [added: 2022 and 2023,] the Federal Reserve steadily raised benchmark interest [removed: rates and said it intends to continue doing so in 2023.][added: rates.]
At November 30, [removed: 2022,] [added: 2023,] we had no borrowings under [removed: the] [added: our] Credit Facility.
[added: However, if in the future we have a need for significant borrowings under our Credit Facility and] interest rates continue [removed: to increase,] [added: be high,] that would increase the cost of the homes we build, which either would make those homes more expensive for homebuyers, which is likely to reduce demand, or would lower our operating margins, or both.
We usually have received a deposit from our [removed: home buyer] [added: homebuyer] for each home reflected in our backlog, and generally we have the right to retain the deposit if the homebuyer does not complete the purchase.
In some cases, however, a homebuyer may cancel the agreement of sale and receive a complete or partial refund of the deposit for reasons such as state and local laws, the homebuyer’s inability to obtain mortgage financing, [removed: their] [added: the homebuyer's] inability to sell their current home or our inability to complete and deliver the home within the specified time.
With the [removed: weakening of the housing market,] [added: increase in interest rates,] we have experienced an increase in cancellation rates.
If there is a [removed: further downturn in] [added: weakening of] the housing market, or if mortgage financing becomes less available [added: or more expensive] than it currently is, more homebuyers may cancel their agreements of sale with us, which would have an adverse effect on our business and results of operations.
We could be hurt by refusals of owners of land to honor options or contracts to sell [removed: the] land to us.
However, if landowners who are parties to the options or [removed: contracts] [added: contracts, possibly including land banks,] were to refuse to honor them, we could lose access to land at the time we want to use it in our homebuilding activities.
Disruptions in the mortgage markets [removed: and] [added: or] 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.
[added: There is a substantial possibility that substituting an alternate source of liquidity would] increase mortgage interest rates, which would increase the buyers' effective costs of paying for the homes we sell, and therefore could reduce demand for our homes and adversely affect our results of operations.
[removed: Approximately 99%] [added: 100%] of the residential mortgage loans made by our Financial Services segment in [removed: 2022] [added: 2023] were made to buyers of homes we built.
Therefore, a decrease in the demand for our homes or an increase in cash used by [removed: home buyers] [added: homebuyers] would adversely affect the revenues of this aspect of our business.
Substantially all of the residential mortgage loans we originate are sold within a short period in the secondary mortgage market on a [removed: servicing released,] [added: servicing-released,] non-recourse basis.
If we became unable to sell residential mortgage loans into the secondary mortgage market or directly to Fannie Mae, Freddie Mac and Ginnie Mae, we would have to either curtail our origination of residential mortgage loans, which among other things, could significantly reduce our ability to sell homes, or commit our own funds to [removed: long term] [added: long-term] investments in mortgage loans, which, in addition to requiring us to deploy substantial amounts of our own funds, could delay the time when we recognize revenues from home sales on our statements of operations.
While substantially all of the residential mortgage loans we originate are sold within a short period in the secondary mortgage market on a [removed: servicing released,] [added: servicing-released,] non-recourse basis, we remain responsible for certain industry standard limited representations and warranties we make in connection with such sales.
The agreement governing our Credit Facility (the "Credit Agreement") makes it a default if we fail to pay principal or interest when it is due [removed: (subject] [added: (subject,] in some [removed: instances] [added: instances,] to grace periods) or to comply with various covenants, including covenants regarding financial ratios.
As of November 30, [removed: 2022,] [added: 2023,] we had outstanding senior notes which we had sold into the capital markets over a number of years totaling [removed: $3.6] [added: $2.5] billion.
The following risks, which should be considered carefully with the information provided elsewhere in this Report, could materially adversely affect our business, financial condition or results of operations.
Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.
It is
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The residential homebuilding industry is sensitive to changes in economic conditions and other factors, such as the level of employment, consumer confidence, consumer income, product affordability, availability of financing, inflation, and interest rate levels.
As a result, over the years, demand for new homes has been cyclical, with multi-year periods of high demand followed by multi-year periods of low demand.
During fiscal 2023, we experienced an increase in the inflation rate.
Even with shifts in macroeconomic factors in the current fiscal year and adjusting to the recent inflationary environment, as a result of our production volume, an increase in deliveries, and by applying stringent cost controls, we were able to achieve satisfactory margins.
Current and threatened conflicts could affect demand for the homes we build.
There currently are ongoing conflicts in Ukraine and Israel.
While we do not acquire essential components of the homes we build from either of those countries and while as of November 30, 2023, neither of these conflicts has had a material direct impact on our consolidated financial performance, the conflicts are still ongoing, and there are many risks and uncertainties in relation to those conflicts that are outside of our control.
For example, these conflicts have already led and could lead to further market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions.
In addition, the closure of or limitation on the use of significant shipping routes as a result of these conflicts may result in interruptions to the supply of certain key raw materials worldwide, thereby, among other things,
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increasing their cost.
If either or both conflicts escalate further or if additional countries join either conflict, that may lead potential homebuyers to decide not to invest in new homes at this time, which could have a material impact on our business operations and financial performance.
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improper construction processes or defective materials.
We could be hurt if land banks are not able to raise necessary investor funds or if we are unable to create and maintain relationships with land banks.
As part of our land acquisition strategy, we have refined our relationships with strategic land banks with a view toward using land banks to gain future access to land without having to own it.
If we are unable to identify or to develop and maintain the necessary relationships with suitable land banks in the future, we will not be able to fully implement our strategy.
Most land banks are funds that use financial investor capital to finance land acquisitions.
If returns to investors in land banks are not sufficient to attract investor funds and land banks are not able to identify alternative sources of funding, we would no longer have access to land banks and instead might have to purchase our land directly from landowners.
This would significantly impair our ability to carry out our strategy of reducing our inventory of owned land.
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Changes in tax laws could increase the cost of owning a home.
Currently, there are significant income tax benefits from owning a home, including deductibility of interest on mortgage loans incurred to finance home purchases.
If federal or state tax laws are changed to eliminate or reduce any of these income tax benefits or if personal income tax rates were to increase, the after-tax cost of homeownership could measurably increase and diminish consumer interest in buying a home, with a resulting adverse effect on our revenues.
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senior notes when they mature.
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wage and hour laws, workers’ compensation and other work-related laws by firms whose employees are performing contracted for services.
Our previously announced spin-off of some of our businesses may not occur within any particular time period or at all.
However, the timing of this spin-off is currently uncertain and will depend upon general economic and market conditions over which we have no control.
As a result, we may not be able to consummate this transaction within any particular time period or at all.
We could be subject to unexpected tax liabilities.
We have provisions and reserves for taxes that we believe are sufficient to reflect our future tax obligations.
However, it is possible that a taxing authority will successfully assert that we owe taxes that we do not believe that we owe and for which
The following are what we believe to be the principal risks that could materially affect us and our businesses.
During fiscal 2022, we experienced increased costs of materials and labor caused both by supply shortages and inflation.
We were able to maintain satisfactory margins by applying stringent cost controls and by raising prices.
However, if in the future we have a need for significant borrowings under the Credit Facility and
There is a substantial possibility that substituting an alternate source of liquidity would
Our Financial Services segment, including LMF Commercial, has warehouse facilities that mature in fiscal year 2023, and if we could not renew or replace these facilities, we probably would have to reduce our mortgage lending and origination activities.
If any of those joint ventures are unable to do this, we could be required to provide at
certain areas in which we operate.
Our planned spin-off of some of our businesses may not achieve its goals.
Our hope is that doing that will result in the combined market value of our stock and Quarterra's stock exceeding what the market value of our stock would be if we continued to conduct the businesses that we will transfer to Quarterra.
However, there is no assurance that that will occur.
Among other things, making Quarterra a self-standing entity will lose some synergies from which the businesses it will own currently benefit.
Therefore, it is possible that after the separation, the combined market value of our stock and Quarterra's stock will be less, not more, than what the market value of our stock would be if we did not spin off Quarterra.
Further, there has been a significant increase in work from remote locations since the start of the COVID-19 pandemic.
Increased use of remote work environments and virtual platforms may increase our risk of cyber-attack or data security breaches.
An excerpt. Shown here: 40 of 63 rewritten, 40 of 45 added and all 15 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors. in the FY2023 filing and the FY2022 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
240 rewritten, 186 added, 134 removed, 375 unchanged
Our net earnings attributable to Lennar were [removed: $4.6] [added: $3.9] billion, or [removed: $15.72] [added: $13.73] per diluted [removed: share ($15.74 per] [added: and] basic [removed: share)] [added: share] in [removed: 2022] [added: 2023] and [removed: $4.4] [added: $4.6] billion, or [removed: $14.27] [added: $15.72] per diluted share [removed: ($14.28] [added: ($15.74] per basic share) in [removed: 2021.][added: 2022.]
| Other revenues [added: (1)] | | | 29,409 | | | | | | 809,680 | | | | | | 865,603 | | | | | | 44,392 | | | | | | — | | | | | | 1,749,084 | | |
| Lennar Other unrealized [removed: loss] [added: losses] from technology investments | | | — | | | | | | — | | | | | | — | | | | | | (655,094) | | | | | | — | | | | | | (655,094) | | |
| | | | Year ended November 30, [removed: 2021] [added: 2023] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Costs of homes sold | | | [removed: 18,562,213] [added: 24,900,470] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 18,562,213] [added: 24,900,470] | | |
| Costs of land sold | | | [removed: 143,631] [added: 92,142] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 143,631] [added: 92,142] | | |
| Selling, general and administrative | | | [removed: 1,796,697] [added: 2,231,033] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 1,796,697] [added: 2,231,033] | | |
| Lennar Other unrealized [removed: gain] [added: losses] from technology investments | | | — | | | | | | — | | | | | | — | | | | | | [removed: 510,802] [added: (50,162)] | | | | | | — | | | | | | [removed: 510,802] [added: (50,162)] | | |
| Corporate general and administrative expenses | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 398,381] [added: 501,338] | | | | | | [removed: 398,381] [added: 501,338] | | |
| Charitable foundation contribution | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 59,825] [added: 73,087] | | | | | | [removed: 59,825] [added: 73,087] | | |
[removed: 2022] [added: 2023] versus [removed: 2021][added: 2022]
Revenues from home sales increased [removed: 25%] [added: 2%] in the year ended November 30, [removed: 2022] [added: 2023] to [removed: $31.8] [added: $32.5] billion from [removed: $25.3] [added: $31.8] billion in the year ended November 30, [removed: 2021.][added: 2022.]
Revenues were higher primarily due to [removed: an 11%] [added: a 10%] increase in the number of home [removed: deliveries and] [added: deliveries, partially offset by] a [removed: 13% increase] [added: 7% decrease] in the average sales [removed: price.][added: price of homes delivered.]
New home deliveries increased to [removed: 66,399] [added: 73,087] homes in the year ended November 30, [removed: 2022] [added: 2023] from [removed: 59,825] [added: 66,399] homes in the year ended November 30, [removed: 2021.][added: 2022.]
The average sales price of homes delivered was [removed: $480,000] [added: $446,000] in the year ended November 30, [removed: 2022,] [added: 2023,] compared to [removed: $424,000] [added: $480,000] in the year ended November 30, [removed: 2021.][added: 2022.]
Gross margins on home sales were [removed: $8.8] [added: $7.6] billion, or [removed: 27.5% (27.7% pre-impairment),] [added: 23.3%,] in the year ended November 30, [removed: 2022,] [added: 2023,] compared to [removed: $6.8] [added: $8.8] billion, or [removed: 26.8%,] [added: 27.5%,] in the year ended November 30, [removed: 2021.][added: 2022.]
[removed: During] [added: For] the year ended November 30, [removed: 2022,] [added: 2023,] an increase in [removed: costs] [added: revenues] per square foot [removed: primarily due to higher materials and labor costs,] was [removed: mostly] [added: partially] offset by an increase in [removed: revenues] [added: costs] per square [removed: foot.][added: foot primarily due to higher material and labor costs.]
Overall, gross margins [removed: improved] [added: remained flat] year over year as land costs remained [removed: relatively] flat while interest expense decreased as a result of our focus on reducing debt.
[removed: Gross loss on land sales was $28.5 million in] [added: (2)For] the [removed: year] [added: years] ended November 30, [added: 2023 and] 2022, [removed: which includes] [added: gross margins (loss) on sales of land included $19.9 million and] $47.9 million of deposit write-offs as we walked away from [added: 10,600 and] 42,000 controlled [removed: homesites.][added: homesites, respectively.]
Selling, general and administrative expenses were [removed: $2.0] [added: $2.2] billion in the year ended November 30, [removed: 2022,] [added: 2023,] compared to [removed: $1.8] [added: $2.0] billion in the year ended November 30, [removed: 2021.][added: 2022.]
As a percentage of revenues from home sales, selling, general and administrative expenses [removed: improved] [added: increased] to [removed: 6.2%] [added: 6.9%] in the year ended November 30, [removed: 2022,] [added: 2023,] from [removed: 7.1%] [added: 6.2%] in the year ended November 30, [removed: 2021,] [added: 2022, primarily] due to [removed: a decrease in broker commissions,] an increase in [removed: leverage, and benefits] [added: the use] of [removed: our technology efforts.][added: brokers due to current market conditions.]
[removed: Operating] [added: The operating] earnings [removed: for our Financial Services segment were $381.9 million] in the year ended November 30, [removed: 2022.The operating earnings] [added: 2022] included a $35.5 million one-time charge due to an increase in a litigation accrual in the third quarter [added: of fiscal 2022] related to a court judgment.
We have appealed this judgment since we believe there were clear errors of [removed: law made by the trial court.]
Excluding this one-time charge, operating earnings [removed: were $417.4 million, compared to operating earnings of $490.4 million] in the year ended November 30, [removed: 2021.][added: 2022 were $417.4 million.]
Operating [removed: earnings] [added: loss] for the Multifamily segment [removed: were $66.8] [added: was $50.6] million in the year ended November 30, [removed: 2022,] [added: 2023,] compared to [removed: $21.5] [added: operating earnings of $69.5] million in the year ended November 30, [removed: 2021.][added: 2022.]
Operating loss for the Lennar Other segment was [removed: $735.6] [added: $211.2] million in the year ended November 30, [removed: 2022,] [added: 2023,] compared to [added: an] operating [removed: earnings] [added: loss] of [removed: $733.0] [added: $735.6] million in the year ended November 30, [removed: 2021.][added: 2022.]
[removed: Lennar Other] [added: The] operating loss for the year ended November 30, 2022 was primarily due to negative mark-to-market adjustments [added: of $655.1 million] on our publicly traded technology investments.
[removed: The] [added: Lennar Other] operating [removed: earnings] [added: loss] for the year ended November 30, [removed: 2021 were] [added: 2023 was] primarily due to [removed: positive] [added: negative] mark-to-market adjustments [added: of $50.2 million] on our publicly traded technology investments and [removed: the gain on the sale] [added: a $65.0 million write-off] of [removed: the] [added: one of] our [removed: solar business.][added: non-public technology investments.]
For [removed: both] the years ended November 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] we had a tax provision of [added: $1.2 billion and] $1.4 billion, which resulted in an overall effective income tax rate of [removed: 22.8%] [added: 24.0%] and [removed: 23.5%,] [added: 22.8%,] respectively.
Our overall effective income tax rate was [removed: lower in 2022] [added: higher than last year,] primarily due to the resolution of an uncertain state tax position and the retroactive reinstatement of the [added: new] energy efficient home [removed: credits for 2022, resulting from the passage of the Inflation Reduction Act by Congress.][added: credit, both during 2022.]
At November 30, [removed: 2022,] [added: 2023,] our Homebuilding operating segments and Homebuilding Other consisted of homebuilding divisions located in:
| [removed: Totals] | | | $ | 31,778,885 | | | | | 23,025,467 | | | | | | 27.5 | | % | | | | $ | 6,789,175 | | | | | (28,548) | | | | | | 29,409 | | | | | | (17,235) | | | | | | 4,516 | | | | | | 6,777,317 | | |
| | | | Year Ended November 30, [removed: 2021] [added: 2023] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in thousands) | | | Sales of Homes Revenues | | | | | | Costs of Sales of Homes | | | | | | Gross Margin % | | | | | | Net Margins on Sales of Homes (1) | | | | | | Gross Margins [added: (Loss)] on Sales of [removed: Land] [added: Land (2)] | | | | | | Other Revenues | | | | | | Equity in Earnings (Loss) from Unconsolidated Entities | | | | | | Other Income (Expense), net | | | | | | Operating Earnings (Loss) | | |
(3)Negative gross and net margins were due to period costs [added: and/or impairments] in Urban divisions that impact costs of homes sold without sufficient sales of homes [removed: revenues] [added: revenue] to offset those costs.
| East | | | [removed: 21,214] [added: 22,614] | | | | | | [removed: 18,879] [added: 21,214] | | | | | | | | | | | | $ | [removed: 9,268,940] [added: 9,719,265] | | | | | [removed: 6,846,153] [added: 9,268,940] | | | | | | | | | | | | $ | [removed: 437,000] [added: 430,000] | | | | | [removed: 363,000] [added: 437,000] | | | | | | | | |
| Central | | | [removed: 13,152] [added: 14,461] | | | | | | [removed: 12,138] [added: 13,152] | | | | | | | | | | | | [removed: 5,830,587] [added: 6,127,748] | | | | | | [removed: 4,807,195] [added: 5,830,587] | | | | | | | | | | | | [removed: 443,000] [added: 424,000] | | | | | | [removed: 396,000] [added: 443,000] | | | | | | | | |
| Texas | | | [removed: 12,993] [added: 16,591] | | | | | | [removed: 10,939] [added: 12,993] | | | | | | | | | | | | [removed: 4,212,223] [added: 4,692,906] | | | | | | [removed: 3,204,609] [added: 4,212,223] | | | | | | | | | | | | [removed: 324,000] [added: 283,000] | | | | | | [removed: 293,000] [added: 324,000] | | | | | | | | |
| West | | | [removed: 19,015] [added: 19,388] | | | | | | [removed: 17,850] [added: 19,015] | | | | | | | | | | | | [removed: 12,513,277] [added: 12,052,131] | | | | | | [removed: 10,503,304] [added: 12,513,277] | | | | | | | | | | | | [removed: 658,000] [added: 622,000] | | | | | | [removed: 588,000] [added: 658,000] | | | | | | | | |
| Other | | | [removed: 25] [added: 33] | | | | | | [removed: 19] [added: 25] | | | | | | | | | | | | [removed: 21,386] [added: 23,236] | | | | | | [removed: 18,419] [added: 21,386] | | | | | | | | | | | | [removed: 855,000] [added: 704,000] | | | | | | [removed: 969,000] [added: 855,000] | | | | | | | | |
[Table](#ie4330057f93e4ef28087d28ab9c50727_253) [of Contents](#ie4330057f93e4ef28087d28ab9c50727_253)
We effectively executed our operating plan in fiscal 2023 and as a result we have never been better positioned, both by our balance sheet and with our operating strategy, to address market conditions in 2024.
Higher interest rates during 2023 constrained homebuilding consumers’ ability to purchase new homes, but consumers were employed and buyers that could purchase homes did so.
There has been a very short supply of affordable homes and very strong demand for those affordable homes.
That is partly because the market for existing homes has been quiet, as current homeowners are reluctant to lose the benefit of their low interest rate mortgages.
Throughout 2023, our consistent operating strategy was
- reduce our land assets while growing our business,
- drive strong and consistent earnings while concurrently generating net cash flow,
- reduce the time it takes us to build a home while increasing the rate at which we absorb inventory, and
- enhance our return on equity and our return on inventory by focusing on allocation of cash and other liquid assets.
As other homebuilders pulled back, we grew the pace at which we produced and sold homes, using pricing and incentives to keep our homes affordable, with reduced margins absorbing the cost of doing this.
The strategic benefits of driving volume resulted in advantages that both were immediately valuable and will have durable benefits.
- By driving volume, particularly in a difficult interest rate environment, we:
◦Increased our market position in many core markets as we moved forward when some others pulled back.
◦Refined relationships with strategic land banks.
The ability to use land banks to gain future access to land without having to own it is an invaluable tool in our current approach to land acquisition.
◦Improved our sales, marketing and dynamic pricing machine into what has become an advanced digital engine that is helping us price offerings in various markets and generate sales at the rate necessary to match our sales pace to the pace at which we are producing homes.
- We enhanced our position as builder of choice for existing and new trade partners, as our strategy of maintaining volume made us a dependable and consistent source of work.
Our relationships with trade partners in local markets improved the efficiency of our operations, reduced the time it takes us to build homes and helped our inventory absorption.
- We positioned ourselves with land and new communities for strong volume in all of our operating markets.
As we drove volume and delivered homes, we optioned new land and started additional communities for next year’s deliveries.
We continued to option land to replace communities, especially when others walked away.
Owners and developers of critical land assets saw us as a consistent market participant, even when market conditions became more tenuous.
Our variable land pricing tool enables home site values to move up or down as a percentage of the sale price of a home as markets move up and down.
While market conditions have been challenging, we have consistently found ways to address market needs.
Demand is strong and there is a chronic housing supply shortage that needs to be filled.
We will continue to drive production to meet that housing shortage.
And, if interest rates subside, we will be well prepared to meet the resulting release of pent up demand.
We have continued our land light strategy of seeking land purchase options and purchasing primarily finished homesites on which we are ready to start, or have already started, building homes.
At the end of 2023, 76% of our homesites were controlled through options or other contracts, rather than owned.
The years supply of homesites we owned improved during 2023 to end the year with a 1.4 years owned supply, compared with a 1.9 years owned supply in the prior year.
We delivered over 73,000 homes in 2023, which represents a 10% increase over 2022.
Our net earnings and diluted earnings per share were $3.9 billion, and $13.73 per share, respectively.
We also delivered substantially increased homebuilding cash flow.
We are well-positioned with land and community count to expect to deliver 80,000 homes in 2024, which would be a 10% increase over 2023.
We expect to begin fiscal 2024 with strong starts, sales and closings.
We are expecting to deliver between 16,500 and 17,000 homes in the first quarter of 2024, with a margin of 21.00% to 21.25% as lower margin sales from the fourth quarter of 2023 when interest rates spiked get delivered.
Margins should increase as the year progresses.
At the end of our 2023 year, we had 1,260 active communities.
We expect our community count to increase during 2024 by mid-to-high single digits.
We had strong 2022 results, particularly in view of the difficult home sale market in the second half of the year.
Market conditions continued to deteriorate in the fourth quarter as the now well-documented interest rate driven sales slowdown and pricing correction intersected with the still stressed supply chain, high labor and material costs and elongated cycle times (i.e., the time it takes to build a home).
Sales and sales prices are down across both the new and existing home markets.
We believe that production of single family and multifamily dwellings nationally will be down between a quarter to a third in 2023.
In addition, the supply of existing homes for sale has come down as homeowners hold on to extremely low mortgage rates.
This, combined with the housing production shortfall over the past decade, leaves the industry in the middle of what we believe should be a fairly short duration market correction and, unlike previous market corrections, there currently is no inventory overhang to resolve.
Against this backdrop, we have developed a strategy that we believe should enable us to maintain sales pace and increase market share despite the difficult market:
- We have adjusted prices in various communities to levels that are intended to enable us to maintain reasonable volume.
The result is that margin, as opposed to volume, becomes the shock absorber.
- We are working with our trade partners to right size our cost structure to current market conditions.
Although our trade partners are still completing homes that were started in the first half of 2022, the amount of new work they are receiving is down substantially.
We are offering a steady flow of starts in exchange for price reductions.
- We are being extremely selective on new land acquisitions and new communities.
We have re-reviewed and re-underwritten land purchases in our pipeline and are not going forward with land purchases that do not meet our standards under current market conditions.
- We will continue to improve our cost of doing business by focusing on and reducing SG&A expenses.
Over the past several years, we have seen quarter over quarter improvement in our SG&A expenses as a percentage of home sale revenues achieving record lows.
However, as average sales prices come down, the percentages will not hold without additional cost cuts.
Further, we know that in more difficult times there will be upward pressure on some of our sales and marketing costs in order to drive new sales.
- We will maintain tight control of our inventory under construction.
We will pace home starts to meet expected sales volume.
Nonetheless, inventory dollars related to inventory under construction has grown through the year because of expanded cycle times due to the supply chain disruption.
We expect to bring down our cycle time during the next few quarters.
This will free up a significant amount of cash that currently is tied up in the increased inventory dollars related to homes under construction.
We will continue to focus on our cash flow and bottom line to protect and enhance our already strong balance sheet.
While we continue to have many strong markets, in our more challenging areas we have had to adjust base sales prices, offer mortgage buy down programs and increase sales incentives to maintain or regain sales momentum.
Our cancellation rate increased significantly during our third quarter and into the beginning of our fourth quarter.
However, our cancellation rate peaked in October and declined significantly in November.
Our construction playbook has three primary areas of focus: lowering construction costs, reducing cycle time, and achieving even flow production.
We expect what has been a steady increase in construction costs over the last few years due to supply shortages will reverse over the course of fiscal 2023, as many homebuilders reduce or totally curtail new starts.
Similarly, we expect cycle times, which increased significantly due to shortages of materials and labor, to start to return to normal as the number of homes being built falls as a result of market conditions.
During the fourth quarter of 2022, the average cycle time was the same as in the third quarter despite the continuing effect of supply chain disruptions and two hurricanes that delayed production in Florida and parts of the Carolinas.
Even flow production is a core focus for us and is a pillar for being the builder of choice for the trades as it maximizes efficiencies for them.
By maintaining our starts pace at a time when many homebuilders are reducing or stopping construction starts, we have been able to obtain cost reductions from our trade partners and increase our market share in many markets.
We continue to strategically acquire land, primarily through options.
Our continued focus on our land-light strategy resulted in ending fiscal 2022 with a percentage of homesites controlled rather than owned of 63%, up from 59% last year.
Our
years’ supply of owned home sites decreased to 2.5 years as compared to 3.0 years at the end of the prior year.
From a leverage perspective, we continue to benefit from our paydown of senior notes and strong generation of earnings which brought our homebuilding debt to total capital down to 14.4% at year-end, our lowest ever, and an improvement from 18.3% at the end of the prior year.
While we did repurchase some stock in the fourth quarter, given the current market conditions and as a matter of careful capital allocation, we decided to go slow.
We expect to continue to look at repurchasing stock in the future as opportunities present themselves.
An excerpt. Shown here: 40 of 240 rewritten, 40 of 186 added and 40 of 134 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 FY2023 filing and the FY2022 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
13 rewritten, 9 added, 5 removed, 50 unchanged
The table below provides information at November 30, [removed: 2022] [added: 2023] 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: 2022.][added: 2023.]
Weighted average variable interest rates are based on the variable interest rates at November 30, [removed: 2022.][added: 2023.]
| (Dollars in millions) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | Thereafter | | | | | | Total | | | | | | [removed: 2022] [added: 2023] | | |
| Average interest rate | | | [removed: 3.6] [added: —] | | [removed: %] | | | | [removed: 3.6] [added: —] | | [removed: %] | | | | [removed: 3.6] [added: —] | | [removed: %] | | | | [removed: 3.6] [added: —] | | [removed: %] | | | | [removed: 3.6] [added: —] | | [removed: %] | | | | 3.6 | | % | | | | 3.6 | | % | | | | — | | |
| Average interest rate | | | [removed: 8.6] [added: 4.0] | | % | | | | [removed: —] [added: 4.0] | | [added: %] | | | | [removed: —] [added: 4.0] | | [added: %] | | | | [removed: —] [added: 4.0] | | [added: %] | | | | [removed: —] [added: 4.0] | | [added: %] | | | | [removed: 2.8] [added: 4.0] | | % | | | | [removed: 8.3] [added: 4.0] | | % | | | | — | | |
| Average interest rate | | | [removed: 3.9] [added: —] | | [removed: %] | | | | [removed: 5.0] [added: —] | | [removed: %] | | | | [removed: 4.7] [added: —] | | [removed: %] | | | | [removed: 5.2] [added: 4.9] | | % | | | | [removed: 4.8] [added: 4.9] | | % | | | | [removed: 6.2] [added: 4.9] | | % | | | | 4.9 | | % | | | | — | | |
| Fixed rate | | | $ | [removed: —] [added: 0.2] | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 133.3] [added: —] | | | | | | [removed: 133.3] [added: 0.2] | | | | | | [removed: 134.0] [added: 0.2] | | |
| Variable rate | | | $ | [removed: 2,001.8] [added: 2,032.7] | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 2,001.8] [added: 2,032.7] | | | | | | [removed: 2,001.8] [added: 2,032.7] | | |
| Average interest rate | | | [removed: 5.8] [added: 7.1] | | % | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 5.8] [added: 7.1] | | % | | | | — | | |
| Fixed rate | | | $ | [removed: 13.5] [added: —] | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: —] [added: 140.7] | | | | | | [removed: 13.5] [added: 140.7] | | | | | | [removed: 13.5] [added: 139.4] | | |
| Variable rate | | | $ | [removed: —] [added: 3.5] | | | | | [removed: 3.2] [added: —] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 3.2] [added: 3.5] | | | | | | [removed: 3.2] [added: 3.5] | | |
| Average interest rate | | | [removed: —] [added: 3.6] | | [added: %] | | | | [removed: 3.6] [added: —] | | [removed: %] | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3.6 | | % | | | | — | | |
[Table](#ie4330057f93e4ef28087d28ab9c50727_253) [of Contents](#ie4330057f93e4ef28087d28ab9c50727_253)
November 30, 2023
| Investments held-to-maturity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fixed rate | | | $ | 1.2 | | | | | 1.3 | | | | | | 1.3 | | | | | | 1.4 | | | | | | 1.4 | | | | | | 46.1 | | | | | | 52.7 | | | | | | 52.7 | | |
| Variable rate | | | $ | — | | | | | — | | | | | | — | | | | | | 0.1 | | | | | | 0.1 | | | | | | 2.5 | | | | | | 2.7 | | | | | | 2.7 | | |
| Fixed rate | | | $ | 483.4 | | | | | 673.9 | | | | | | 455.9 | | | | | | 1,165.0 | | | | | | 4.0 | | | | | | 33.4 | | | | | | 2,815.6 | | | | | | 2,785.7 | | |
| Average interest rate | | | 4.5 | | % | | | | 4.7 | | % | | | | 5.1 | | % | | | | 4.8 | | % | | | | 3.0 | | % | | | | 5.9 | | % | | | | 4.8 | | % | | | | — | | |
| Fixed rate | | | $ | — | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 131.1 | | | | | | 131.1 | | | | | | 131.7 | | |
[Table](#ie4330057f93e4ef28087d28ab9c50727_253) [of Contents](#ie4330057f93e4ef28087d28ab9c50727_253)
November 30, 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fixed rate | | | $ | 1.0 | | | | | 1.0 | | | | | | 1.0 | | | | | | 1.1 | | | | | | 1.1 | | | | | | 32.7 | | | | | | 37.9 | | | | | | 37.9 | | |
| Variable rate | | | $ | 7.3 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.5 | | | | | | 7.8 | | | | | | 7.8 | | |
| Fixed rate | | | $ | 223.1 | | | | | 1,537.4 | | | | | | 566.1 | | | | | | 404.5 | | | | | | 1,265.3 | | | | | | 42.4 | | | | | | 4,038.8 | | | | | | 3,993.2 | | |
Item 1. Business.
78 rewritten, 32 added, 23 removed, 212 unchanged
We are [added: one of] the [removed: second] largest [removed: homebuilder] [added: homebuilders] in the United States by deliveries, revenues and 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 a sponsor and manager of funds and joint ventures engaged in development and ownership of multifamily rental properties and a sponsor and manager of a fund engaged in ownership of [removed: single family] [added: single-family] rental properties.
Our homebuilding operations are the most substantial part of our business, generating [removed: $32] [added: $33] billion in revenues, or approximately 95% of consolidated revenues, in fiscal [removed: 2022.][added: 2023.]
As of November 30, [removed: 2022,] [added: 2023,] our reportable Homebuilding segments and all Other Homebuilding operations not required to be reported separately have divisions located in:
Other: Urban divisions and other homebuilding related investments primarily in California, including [removed: Five Point] [added: FivePoint] Holdings, LLC ("FivePoint")
Financial information about our Homebuilding, Financial Services, Multifamily and Lennar Other operations is contained in [removed: Management's Discussion and Analysis of Financial Condition and Results of Operations, which is Item 7 of this Report.][added: *Item 7.]
In 2017, we acquired WCI Communities, Inc., a homebuilder of luxury [removed: single] [added: single-family] and multifamily homes, including a small number of luxury high-rise tower units, in Florida.
New home deliveries, including deliveries from unconsolidated entities, were [removed: 66,399] [added: 73,087] in fiscal [removed: 2022,] [added: 2023,] compared to [removed: 59,825] [added: 66,399] in fiscal [removed: 2021] [added: 2022] and [removed: 52,925] [added: 59,825] in fiscal [removed: 2020.][added: 2021.]
For fiscal [removed: 2022,] [added: 2023,] the average sales price, excluding deliveries from unconsolidated entities, was [removed: $480,000,] [added: $446,000,] compared to [removed: $424,000] [added: $480,000] in fiscal [removed: 2021] [added: 2022] and [removed: $395,000] [added: $424,000] in fiscal [removed: 2020.][added: 2021.]
- *Strong Operating Margins -* 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 has enabled us to achieve [removed: historically high] [added: strong] gross profit and operating margins.
- *Land light strategy* \- We are focused on reducing our years' supply of owned homesites and increasing the percentage of land we control through options or agreements, including agreements with strategic land [removed: funds] [added: banks] and joint ventures, rather than ownership.
- Acquiring land through option contracts, which generally enables us to control portions of properties owned by [added: land banks and other] third parties [removed: (including strategic land funds)] or entities in which we have investments until we have determined whether to exercise the options;
For the last several years, we have been reducing our reliance on land we own and increasing our access to land through options and joint [removed: ventures.][added: ventures, most significantly through our use of land banks which is a critical part of our operating strategy.]
At November 30, [removed: 2022, 63%] [added: 2023, 76%] of our total homesites were controlled through options [added: with land banks, land sellers] and joint ventures compared to [removed: 59%] [added: 69%] at November 30, [removed: 2021.][added: 2022.]
We use independent subcontractors for most aspects of [added: land development and] home construction.
At November 30, [removed: 2022,] [added: 2023,] we were actively building and marketing homes in [removed: 1,208] [added: 1,260] communities, including [removed: eight] [added: five] communities being constructed by unconsolidated entities.
This was [removed: a decrease] [added: an increase] from the [removed: 1,263] [added: 1,208] communities, including [removed: four] [added: eight] communities being constructed by unconsolidated entities, in which we were actively building and marketing homes at November 30, [removed: 2021.][added: 2022.]
Although we, like homebuilders throughout the country, [removed: have] encountered shortages of materials and skilled labor during 2022, we believe that because of our size and our builder of choice program, where we work with our trade partners to drive efficiencies for them, we [removed: have been] [added: were] less affected by these shortages than many of our competitors.
We sell our homes [removed: primarily] from models that we have designed and constructed.
We have [removed: also] made it possible for potential homebuyers to take virtual tours of model homes.
During [removed: the second half of] fiscal [removed: 2022,] [added: 2023,] significant increases in interest rates made our homes less affordable to many prospective buyers and led us to reduce prices or increase sales incentives in a number of our [removed: communities.][added: communities to maintain sales pace.]
We centralize at the corporate level decisions related to our overall strategy, acquisitions [added: and disposition] of land and businesses, risk management, financing, cash management and information systems.
The backlog dollar value including unconsolidated entities at November 30, [removed: 2022] [added: 2023] was [removed: $8.7] [added: $6.6] billion, compared to [removed: $11.4] [added: $8.7] billion at November 30, [removed: 2021.][added: 2022.]
We expect that a significant portion of all homes currently in backlog will be delivered in fiscal year [removed: 2023.][added: 2024.]
As of [added: both] November 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] we had equity investments in 48 [removed: and 41] active homebuilding and land unconsolidated entities, [removed: respectively,] in which we were participating, and our maximum recourse debt exposure related to Homebuilding unconsolidated joint ventures was [removed: $9.1] [added: $42.1] million and [removed: $5.3] [added: $9.1] million, respectively.
In fiscal year [removed: 2022,] [added: 2023,] our financial services subsidiaries provided loans to [removed: 72%] [added: 81%] of our homebuyers who obtained mortgage financing in areas where we offered services.
During fiscal year [removed: 2022,] [added: 2023,] we originated approximately [removed: 37,700] [added: 47,000] residential mortgage loans totaling [removed: $14.4] [added: $17.4] billion, compared to [removed: 38,100] [added: 37,700] residential mortgage loans totaling [removed: $13.2] [added: $14.4] billion during fiscal year [removed: 2021.][added: 2022.]
Substantially all of the residential mortgage loans we originate are sold within a short period in the secondary mortgage market, a majority of them on a [removed: servicing released,] [added: servicing-released,] non-recourse basis.
During fiscal year [removed: 2022,] [added: 2023,] we also locked interest rates on approximately [removed: 41,100] [added: 46,600] residential mortgage loans totaling [removed: $15.7] [added: $17.2] billion, compared to [removed: 37,900] [added: 41,100] residential mortgage loans totaling [removed: $13.3] [added: $15.7] billion during fiscal year [removed: 2021.][added: 2022.]
[added: At November 30, 2023, Financial Services had five warehouse residential facilities maturing at] various dates through fiscal [removed: 2023] [added: 2024] with a total maximum borrowing capacity of [removed: $2.3] [added: $2.5] billion including an uncommitted amount of [removed: $600] [added: $750] million.
We are licensed to provide title insurance, and closing services for residential and/or commercial transactions in [removed: 40] [added: 41] states to our homebuyers and others.
During fiscal [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] we [removed: closed] [added: provided closing services with regard to] approximately [removed: 68,800] [added: 74,900] and [removed: 67,500] [added: 68,800] real estate transactions, respectively, in [added: 25 and] 20 [removed: states.][added: states, respectively.]
In order to finance LMF Commercial lending activities, as of November 30, [removed: 2022,] [added: 2023,] LMF Commercial had [removed: four] [added: three] warehouse repurchase financing agreements maturing at various dates [added: from December 2023] through fiscal [removed: 2023] [added: 2024] with commitments totaling [removed: $550] [added: $500] million.
- [removed: Blend, a company that is] [added: Blend Labs, Inc. ("Blend"),] a digital lending platform developer simplifying and fast tracking the consumer finance process;
- [removed: Doma,] [added: Doma Holdings, Inc. ("Doma"),] a company that built a predictive analytics platform for title insurers;
- [removed: Hippo,] [added: Hippo Holdings, Inc. ("Hippo"),] a company that provides an efficient means of obtaining home insurance;
- [removed: Opendoor,] [added: Opendoor Technologies, Inc. ("Opendoor"),] a company that uses technology to significantly streamline the homebuying and selling process;
- [removed: Sonder,] [added: Sonder Holdings, Inc. ("Sonder"),] a company that manages short-term rentals, such as rental hotels; [added: and]
- SmartRent, [added: Inc. ("SmartRent"),] an enterprise smart home automation company; [removed: and]
- [removed: Sunnova,] [added: Sunnova Energy International, Inc. ("Sunnova"),] a leading national residential solar company, to which during 2021, we sold our solar power business in return for equity.
Management's Discussion and Analysis of Financial Condition and Results of Operations* of this Report.
[Table](#ie4330057f93e4ef28087d28ab9c50727_253) [of Contents](#ie4330057f93e4ef28087d28ab9c50727_253)
- *Dynamic pricing model* - We match up unsold production as homes progress toward completion, with pricing information from our dynamic pricing model on a community-by-community and home-by-home basis.
- *Even flow production* - We are focused on maintaining consistent starts and sales paces in order to generate increased market share in all the markets we build in.
[Table](#ie4330057f93e4ef28087d28ab9c50727_253) [of Contents](#ie4330057f93e4ef28087d28ab9c50727_253)
At November 30, 2023 and 2022, we had about 1,200 and 900 completed unsold homes, respectively.
Most shortages were eliminated due to the supply chain environment catching up to homebuilder demand as well as Lennar’s continued effort to work with our suppliers and manufacturers on the volume and specific products needed to build homes.
During fiscal 2023, even with shifts in macroeconomic factors and adjusting to the recent inflationary environment, we were able to develop, enhance, use, and improve the Lennar machine.
Our sales, marketing, and dynamic pricing machine is quickly becoming an advanced digital engine that has materially benefited from aggressive, focused use and engagement while the market was most difficult.
This has allowed us to attract more qualified and knowledgeable homebuyers.
[Table](#ie4330057f93e4ef28087d28ab9c50727_253) [of Contents](#ie4330057f93e4ef28087d28ab9c50727_253)
We experienced a cancellation rate of 16% in 2023 and 17% in 2022.
[Table](#ie4330057f93e4ef28087d28ab9c50727_253) [of Contents](#ie4330057f93e4ef28087d28ab9c50727_253)
[Table](#ie4330057f93e4ef28087d28ab9c50727_253) [of Contents](#ie4330057f93e4ef28087d28ab9c50727_253)
In addition, we are working towards moving to a more even flow production where we start, sell and deliver a similar number of homes each quarter.
[Table](#ie4330057f93e4ef28087d28ab9c50727_253) [of Contents](#ie4330057f93e4ef28087d28ab9c50727_253)
- Use of digital channels to advertise homes; and
[Table](#ie4330057f93e4ef28087d28ab9c50727_253) [of Contents](#ie4330057f93e4ef28087d28ab9c50727_253)
or entitlements, construction materials, density, building design and property elevation, building codes and handling of waste.
[Table](#ie4330057f93e4ef28087d28ab9c50727_253) [of Contents](#ie4330057f93e4ef28087d28ab9c50727_253)
Diversity, Equity and Inclusion; Talent and Development
Health and Safety
We hired a full-time Chief Medical Officer in early 2020 at the beginning of the COVID-19 pandemic.
Our experienced teams adapted quickly to changes in safety protocols to protect our associates, trade partners and homebuyers, and we have continued these protocols even after the COVID-19 pandemic receded.
We are also committed to worker safety and regulatory compliance, and among other things, require that office associates with oversight of construction and associates who work in the field take additional safety courses.
Employees and Labor Relations
We believe our overall relations with our workforce are healthy.
In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, where you may obtain a copy of all of the materials we file publicly with the SEC.
The SEC website address is www.sec.gov.
[Table](#ie4330057f93e4ef28087d28ab9c50727_253) [of Contents](#ie4330057f93e4ef28087d28ab9c50727_253)
actual results and could cause actual results to differ significantly from what is anticipated by our forward-looking statements.
Please see *Item 1A-Risk Factors* and *Item 7.
Subject to market conditions, we intend to spin off our Multifamily and single family home for rent asset management businesses, together with some investment assets, by transferring them to a newly formed subsidiary, Quarterra Group, Inc. ("Quarterra"), and distributing the stock of that subsidiary to our stockholders.
That will make us more of a pure homebuilding and financial services company.
The number of homes we built in 2022 was limited by shortages of both construction materials and skilled labor.
Also, weaknesses in some markets in the second half of 2022 led us to decrease starts to match sales pace so that we would not have a build up of inventory.
We ended the year with about 900 completed unsold homes.
This has allowed us to attract more qualified and knowledgeable homebuyers and has helped us reduce our selling, general and administrative expenses as a percentage of home sales revenues.
We experienced a cancellation rate of 17% in 2022 and 10% in 2021, but in the third and fourth quarters of fiscal 2022, our cancellation rate increased to 21% and 26% respectively.
During fiscal years 2022 and 2021, because of the concern about increasing labor and material costs and shortages, 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.
At November 30, 2022, Financial Services had four warehouse residential facilities maturing at
The communities
Multifamily is expected to be one of the businesses included in our proposed spin-off.
The single family rental business is expected to be one of the businesses included in our proposed spin-off.
For example, 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 in those months, and therefore altered our normal seasonal pattern.
In 2020 and 2021, the COVID-19 pandemic slowed down the approval process in many government offices, which in many instances delayed our being able to begin constructing homes in particular communities.
the potential of the SunStreet solar operations.
During fiscal 2020 and continuing through fiscal 2021, 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.
NYSE Certification
On April 26, 2022, we submitted our Annual CEO Certification to the New York Stock Exchange ("NYSE") in accordance with NYSE's listing standards.
The certification was not qualified in any respect.
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: slowdowns in real estate markets in regions where we have significant Homebuilding or Multifamily development activities; decreased demand for our homes, either for sale or for rent, or Multifamily rental apartments; the potential impact of inflation; the impact of increased cost of mortgage financing for homebuyers, increased
An excerpt. Shown here: 40 of 78 rewritten, all 32 added and all 23 removed. The counts are complete. For every sentence, read Item 1. Business. in the FY2023 filing and the FY2022 filing.
Item 3. Legal Proceedings.
2 rewritten, 0 added, 0 removed, 9 unchanged
We are party to various claims and lawsuits [added: relating to homes we sold] which arise in the ordinary course of business, but we do not consider the volume of our claims and lawsuits unusual given the number of homes we deliver and the fact that the lawsuits often relate to homes delivered several years before the lawsuits are commenced.
We typically settle [removed: these] [added: all of the foregoing] matters before they reach litigation for amounts that are not material to us.
Cover and table of contents
30 rewritten, 7 added, 1 removed, 62 unchanged
For the fiscal year ended November 30, [removed: 2022][added: 2023]
[removed: ][added: ]
5505 [removed: Blue Lagoon] [added: Waterford District] Drive, Miami, Florida 33126
The aggregate market value of the registrant’s Class A and Class B common stock held by non-affiliates of the registrant [removed: (249,714,031] [added: (247,523,484] shares of Class A common stock and [removed: 14,423,071] [added: 13,731,637] shares of Class B common stock) as of May 31, [removed: 2022,] [added: 2023,] based on the closing sale price per share as reported by the New York Stock Exchange on such date, was [removed: $21,008,348,667.][added: $27,813,041,884.]
As of December 31, [removed: 2022,] [added: 2023,] the registrant had outstanding [removed: 253,539,060] [added: 247,163,402] shares of Class A common stock and [removed: 36,161,355] [added: 33,657,138] shares of Class B common stock.
| III | | | Definitive Proxy Statement to be filed pursuant to Regulation 14A on or before March [removed: 30, 2023.] [added: 29, 2024.] | | |
| For the fiscal year ended November 30, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | |
| Item 1. | | | | | | [removed: [Business](#i7229c560662948e4bff883c99b924dfb_13)] [added: [Business](#ie4330057f93e4ef28087d28ab9c50727_13)] | | | | | | [removed: [1](#i7229c560662948e4bff883c99b924dfb_13)] [added: [1](#ie4330057f93e4ef28087d28ab9c50727_13)] | | |
| Item 1A. | | | | | | [Risk [removed: Factors](#i7229c560662948e4bff883c99b924dfb_22)] [added: Factors](#ie4330057f93e4ef28087d28ab9c50727_22)] | | | | | | [removed: [10](#i7229c560662948e4bff883c99b924dfb_22)] [added: [10](#ie4330057f93e4ef28087d28ab9c50727_22)] | | |
| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i7229c560662948e4bff883c99b924dfb_25)] [added: Comments](#ie4330057f93e4ef28087d28ab9c50727_25)] | | | | | | [removed: [19](#i7229c560662948e4bff883c99b924dfb_25)] [added: [20](#ie4330057f93e4ef28087d28ab9c50727_25)] | | |
| Item 2. | | | | | | [removed: [Properties](#i7229c560662948e4bff883c99b924dfb_28)] [added: [Properties](#ie4330057f93e4ef28087d28ab9c50727_28)] | | | | | | [removed: [20](#i7229c560662948e4bff883c99b924dfb_28)] [added: [20](#ie4330057f93e4ef28087d28ab9c50727_28)] | | |
| Item 3. | | | | | | [Legal [removed: Proceedings](#i7229c560662948e4bff883c99b924dfb_31)] [added: Proceedings](#ie4330057f93e4ef28087d28ab9c50727_31)] | | | | | | [removed: [20](#i7229c560662948e4bff883c99b924dfb_31)] [added: [21](#ie4330057f93e4ef28087d28ab9c50727_31)] | | |
| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i7229c560662948e4bff883c99b924dfb_34)] [added: Disclosures](#ie4330057f93e4ef28087d28ab9c50727_34)] | | | | | | [removed: [20](#i7229c560662948e4bff883c99b924dfb_34)] [added: [21](#ie4330057f93e4ef28087d28ab9c50727_34)] | | |
| Item 5. | | | | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i7229c560662948e4bff883c99b924dfb_40)] [added: Securities](#ie4330057f93e4ef28087d28ab9c50727_40)] | | | | | | [removed: [20](#i7229c560662948e4bff883c99b924dfb_40)] [added: [21](#ie4330057f93e4ef28087d28ab9c50727_40)] | | |
| Item 6. | | | | | | [removed: [Reserved](#i7229c560662948e4bff883c99b924dfb_43)] [added: [Reserved](#ie4330057f93e4ef28087d28ab9c50727_43)] | | | | | | [removed: [22](#i7229c560662948e4bff883c99b924dfb_43)] [added: [22](#ie4330057f93e4ef28087d28ab9c50727_43)] | | |
| Item 7. | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7229c560662948e4bff883c99b924dfb_46)] [added: Operations](#ie4330057f93e4ef28087d28ab9c50727_46)] | | | | | | [removed: [22](#i7229c560662948e4bff883c99b924dfb_46)] [added: [22](#ie4330057f93e4ef28087d28ab9c50727_46)] | | |
| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i7229c560662948e4bff883c99b924dfb_109)] [added: Risk](#ie4330057f93e4ef28087d28ab9c50727_109)] | | | | | | [removed: [41](#i7229c560662948e4bff883c99b924dfb_109)] [added: [42](#ie4330057f93e4ef28087d28ab9c50727_109)] | | |
| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i7229c560662948e4bff883c99b924dfb_112)] [added: Data](#ie4330057f93e4ef28087d28ab9c50727_112)] | | | | | | [removed: [43](#i7229c560662948e4bff883c99b924dfb_112)] [added: [44](#ie4330057f93e4ef28087d28ab9c50727_112)] | | |
| Item 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i7229c560662948e4bff883c99b924dfb_211)] [added: Disclosure](#ie4330057f93e4ef28087d28ab9c50727_214)] | | | | | | [removed: [79](#i7229c560662948e4bff883c99b924dfb_211)] [added: [81](#ie4330057f93e4ef28087d28ab9c50727_214)] | | |
| Item 9A. | | | | | | [Controls and [removed: Procedures](#i7229c560662948e4bff883c99b924dfb_214)] [added: Procedures](#ie4330057f93e4ef28087d28ab9c50727_217)] | | | | | | [removed: [80](#i7229c560662948e4bff883c99b924dfb_214)] [added: [81](#ie4330057f93e4ef28087d28ab9c50727_217)] | | |
| Item 9B. | | | | | | [Other [removed: Information](#i7229c560662948e4bff883c99b924dfb_220)] [added: Information](#ie4330057f93e4ef28087d28ab9c50727_223)] | | | | | | [removed: [82](#i7229c560662948e4bff883c99b924dfb_220)] [added: [83](#ie4330057f93e4ef28087d28ab9c50727_223)] | | |
| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i7229c560662948e4bff883c99b924dfb_223)] [added: Inspections](#ie4330057f93e4ef28087d28ab9c50727_226)] | | | | | | [removed: [82](#i7229c560662948e4bff883c99b924dfb_223)] [added: [83](#ie4330057f93e4ef28087d28ab9c50727_226)] | | |
| Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i7229c560662948e4bff883c99b924dfb_229)] [added: Governance](#ie4330057f93e4ef28087d28ab9c50727_232)] | | | | | | [removed: [82](#i7229c560662948e4bff883c99b924dfb_229)] [added: [83](#ie4330057f93e4ef28087d28ab9c50727_232)] | | |
| Item 11. | | | | | | [Executive [removed: Compensation](#i7229c560662948e4bff883c99b924dfb_232)] [added: Compensation](#ie4330057f93e4ef28087d28ab9c50727_235)] | | | | | | [removed: [82](#i7229c560662948e4bff883c99b924dfb_232)] [added: [83](#ie4330057f93e4ef28087d28ab9c50727_235)] | | |
| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i7229c560662948e4bff883c99b924dfb_235)] [added: Matters](#ie4330057f93e4ef28087d28ab9c50727_238)] | | | | | | [removed: [82](#i7229c560662948e4bff883c99b924dfb_235)] [added: [83](#ie4330057f93e4ef28087d28ab9c50727_238)] | | |
| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i7229c560662948e4bff883c99b924dfb_238)] [added: Independence](#ie4330057f93e4ef28087d28ab9c50727_241)] | | | | | | [removed: [82](#i7229c560662948e4bff883c99b924dfb_238)] [added: [83](#ie4330057f93e4ef28087d28ab9c50727_241)] | | |
| Item 14. | | | | | | [Principal Accountant Fees and [removed: Services](#i7229c560662948e4bff883c99b924dfb_241)] [added: Services](#ie4330057f93e4ef28087d28ab9c50727_244)] | | | | | | [removed: [82](#i7229c560662948e4bff883c99b924dfb_241)] [added: [83](#ie4330057f93e4ef28087d28ab9c50727_244)] | | |
| Item 15. | | | | | | [Exhibit and Financial Statement [removed: Schedules](#i7229c560662948e4bff883c99b924dfb_247)] [added: Schedules](#ie4330057f93e4ef28087d28ab9c50727_250)] | | | | | | [removed: [83](#i7229c560662948e4bff883c99b924dfb_247)] [added: [84](#ie4330057f93e4ef28087d28ab9c50727_250)] | | |
| Item 16. | | | | | | [Form 10-K [removed: Summary](#i7229c560662948e4bff883c99b924dfb_253)] [added: Summary](#ie4330057f93e4ef28087d28ab9c50727_256)] | | | | | | [removed: [85](#i7229c560662948e4bff883c99b924dfb_253)] [added: [86](#ie4330057f93e4ef28087d28ab9c50727_256)] | | |
| Financial Statement Schedule | | | | | | | | | | | | [removed: [88](#i7229c560662948e4bff883c99b924dfb_259)] [added: [89](#ie4330057f93e4ef28087d28ab9c50727_262)] | | |
[Table](#ie4330057f93e4ef28087d28ab9c50727_253) [of Contents](#ie4330057f93e4ef28087d28ab9c50727_253)
| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨ | | | | | | | | | | | | | | | | | | | | |
| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨ | | | | | | | | | | | | | | | | | | | | |
[Table](#ie4330057f93e4ef28087d28ab9c50727_253) [of Contents](#ie4330057f93e4ef28087d28ab9c50727_253)
| Item 1C. | | | | | | [Cybersecurity](#ie4330057f93e4ef28087d28ab9c50727_2184) | | | | | | [20](#ie4330057f93e4ef28087d28ab9c50727_2184) | | |
| Signatures | | | | | | | | | | | | [87](#ie4330057f93e4ef28087d28ab9c50727_259) | | |
[Table](#ie4330057f93e4ef28087d28ab9c50727_253) [of Contents](#ie4330057f93e4ef28087d28ab9c50727_253)
| Signatures | | | | | | | | | | | | [86](#i7229c560662948e4bff883c99b924dfb_256) | | |
Item 1B. Unresolved Staff Comments.
17 rewritten, 2 added, 4 removed, 11 unchanged
The following individuals are our executive officers as of January 26, [removed: 2023:][added: 2024:]
| Stuart Miller | | | Executive Chairman [added: and Co-Chief Executive Officer] | | | [removed: 65] [added: 66] | | |
| [removed: Rick Beckwitt] [added: Jonathan M. Jaffe] | | | Co-Chief Executive Officer and [removed: Co-President] [added: President] | | | [removed: 63] [added: 64] | | |
| Diane J. Bessette | | | Vice President, Chief Financial Officer and Treasurer | | | [removed: 62] [added: 63] | | |
| Mark Sustana | | | Vice President, General Counsel and Secretary | | | [removed: 61] [added: 62] | | |
| David M. Collins | | | Vice President and Controller | | | [removed: 53] [added: 54] | | |
| Jeff J. McCall | | | Executive Vice President | | | [removed: 51] [added: 52] | | |
Mr. Miller has served as our Executive Chairman since April [removed: 2018.][added: 2018 and as our Executive Chairman and Co-Chief Executive Officer since September 2023.]
[removed: Before that time,] Mr. Miller served as our Chief Executive Officer from 1997 to April 2018 and [added: as] our President from 1997 to April 2011.
Mr. Miller also serves as non-employee Executive Chairman [removed: on] [added: of] the Board of Directors of Five Point Holdings, LLC and a member of the Board of Directors of Doma Holdings, Inc.
Mr. [removed: Beckwitt] [added: Jaffe] is one of our [removed: Directors,] [added: Directors] and has served as our Co-Chief Executive Officer and [removed: Co-President] [added: President] since [removed: November 2020.][added: September 2023.]
[removed: Before that time,] [added: Prior to that,] Mr. [removed: Beckwitt] [added: Jaffe] served as our [removed: Chief] [added: Co-Chief] Executive Officer [removed: from April 2018 to November 2020, President from April 2011 to April 2018,] and [removed: our Executive Vice President] [added: Co-President] from [removed: March 2006] [added: November 2020] to [removed: 2011.][added: September 2023.]
[removed: Before that time,] Mr. Jaffe [added: previously] served as our President from April 2018 to November 2020 and [added: as] our Chief Operating Officer from December 2004 to January 2019.
Mr. Jaffe served as [added: a] Vice President from 1994 to April 2018 and prior to [removed: then, Mr. Jaffe] [added: that,] served as a Regional President in our Homebuilding operations.
Mr. Collins joined us in 1998 and has served as [added: a] Vice President since January 2021, and as our Controller since February 2008.
[removed: Before] [added: Prior to] that, Mr. McCall served as our Senior Vice President from February 2018 to January 2020.
From June 2011 to February 2018, Mr. McCall served as Executive Vice President and Chief Financial Officer of CalAtlantic Group, Inc., [added: which we acquired in 2018,] or a predecessor.
| | | | | | | | | |
Ms. Bessette is a member of the Board of the Miami Branch of the Federal Reserve Bank of Atlanta.
| Jonathan M. Jaffe | | | Co-Chief Executive Officer and Co-President | | | 63 | | |
Mr. Beckwitt also serves on the Board of Directors of Eagle Materials Inc.
Mr. Jaffe is one of our Directors, and has served as our Co-Chief Executive Officer and Co-President since November 2020.
Mr. Jaffe also serves on the Board of Directors of Opendoor Technologies, Inc.
Item 1C. Cybersecurity.
0 rewritten, 1 added, 0 removed, 0 unchanged
New section this year
Not applicable.
Item 2. Properties.
2 rewritten, 4 added, 0 removed, 3 unchanged
We [removed: lease and] maintain our [removed: executive offices] [added: corporate headquarters] in an office building in Miami, Florida.
Our homebuilding, financial services and multifamily offices are located in the markets where we conduct [removed: business, primarily in leased space.]
In December 2023, we purchased this office building, in which we had previously leased office space for our corporate headquarters.
This building contains approximately 213,200 square feet of office space, of which we lease approximately 53,000 square feet of unused office space to other tenants.
[Table](#ie4330057f93e4ef28087d28ab9c50727_253) [of Contents](#ie4330057f93e4ef28087d28ab9c50727_253)
business, primarily in leased spaces.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
12 rewritten, 8 added, 4 removed, 11 unchanged
As of December 31, [removed: 2022,] [added: 2023,] the last reported sale price of our Class A and Class B common stock on the NYSE was [removed: $90.50] [added: $149.04] and [removed: $74.78,] [added: $134.05,] respectively.
As of December 31, [removed: 2022,] [added: 2023,] there were approximately [removed: 1,567] [added: 1,518] and [removed: 828] [added: 803] holders of record of our Class A and Class B common stock, respectively.
On January [removed: 12, 2023,] [added: 9, 2024,] our Board of Directors [removed: declared] [added: increased our annual dividend to $2.00 per share from $1.50 per share, resulting in] a quarterly cash dividend of [removed: $0.375] [added: $0.50] per share on both our Class A and Class B common stock.
The dividend is payable on February [removed: 10, 2023] [added: 7, 2024] to holders of record at the close of business on January [removed: 27, 2023.][added: 24, 2024.]
The following table provides information about our repurchases of common stock during the three months ended November 30, [removed: 2022:][added: 2023:]
[removed: (2)In October 2021, the] [added: Subsequent to November 30, 2023, our] Board of Directors authorized an increase to our stock repurchase program to enable us to repurchase up to [removed: the lesser of] an additional [removed: $1.0] [added: $5] billion in [removed: value, excluding commission, or 25 million in shares,] [added: value] of our outstanding Class A or Class B common stock.
[removed: As a result of prior authorizations being almost exhausted, in] [added: (2)In] March 2022, our Board of Directors approved an [removed: additional] authorization for us to repurchase up to the lesser of $2.0 billion in value, or 30 million in shares, of our outstanding Class A or Class B common stock.
The graph assumes $100 invested on November 30, [removed: 2017] [added: 2018] 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: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |
| Dow Jones U.S. Home Construction Index | | | $ | 100 | | | | | [removed: 71] [added: 146] | | | | | | [removed: 104] [added: 178] | | | | | | [removed: 127] [added: 250] | | | | | | [removed: 178] [added: 203] | | | | | | [removed: 144] [added: 315] | | |
| Dow Jones U.S. Total Market Index | | | $ | 100 | | | | | 102 | | | | | | [removed: 117] [added: 120] | | | | | | [removed: 139] [added: 153] | | | | | | [removed: 176] [added: 135] | | | | | | [removed: 156] [added: 153] | | |
| September 1 to September 30, 2023 | | | 1,020,797 | | | | | | $ | 112.26 | | | | | 1,020,000 | | | | | | 17,584,347 | | |
| October 1 to October 31, 2023 | | | 980,000 | | | | | | $ | 108.38 | | | | | 980,000 | | | | | | 16,604,347 | | |
| November 1 to November 30, 2023 | | | 1,000,468 | | | | | | $ | 116.76 | | | | | 1,000,000 | | | | | | 15,604,347 | | |
This authorization was in addition to what was remaining of our October 2021 stock repurchase program.
Repurchases are authorized to be made in open-market or private transactions.
The repurchase authorization has no expiration date.
[Table](#ie4330057f93e4ef28087d28ab9c50727_253) [of Contents](#ie4330057f93e4ef28087d28ab9c50727_253)
| Lennar Corporation | | | $ | 100 | | | | | 140 | | | | | | 179 | | | | | | 251 | | | | | | 213 | | | | | | 314 | | |
| September 1 to September 30, 2022 | | | 205,107 | | | | | | $ | 75.06 | | | | | 205,000 | | | | | | 26,999,347 | | |
| October 1 to October 31, 2022 | | | 1,295,000 | | | | | | $ | 75.94 | | | | | 1,295,000 | | | | | | 25,704,347 | | |
| November 1 to November 30, 2022 | | | 100,748 | | | | | | $ | 67.97 | | | | | 100,000 | | | | | | 25,604,347 | | |
| Lennar Corporation | | | $ | 100 | | | | | 70 | | | | | | 98 | | | | | | 126 | | | | | | 175 | | | | | | 149 | | |
Item 8. Financial Statements and Supplementary Data.
552 rewritten, 280 added, 155 removed, 953 unchanged
We have audited the accompanying consolidated balance sheets of Lennar Corporation and subsidiaries (the "Company") as of November 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations and comprehensive income (loss), stockholders' equity, and cash flows, for each of the three years in the period ended November 30, [removed: 2022,] [added: 2023,] and the related notes and the financial statement schedule listed in the Index at Item 15 (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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended November 30, [removed: 2022,] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in *Internal Control [removed: -] [added: —] Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated January 26, [removed: 2023,] [added: 2024,] expressed an unqualified opinion on the Company's internal control over financial reporting.
The communication of critical audit [removed: matter] [added: matters] 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 matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which 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 8, Variable Interest Entities, to the [added: Consolidated] financial statements
Certain of the Company’s investments in unconsolidated entities within their Homebuilding and Multifamily segments [removed: have complex structures and agreements which] need to be evaluated for consolidation, including determining whether the joint venture is a [removed: variable interest entity (“VIE”),] [added: VIE,] and if so, whether the Company is the primary beneficiary.
We identified the consolidation and primary beneficiary assessment upon formation and the occurrence of reconsideration events of [removed: some] [added: certain] of the Company’s [removed: VIEs] [added: VIE’s] as a critical audit matter given the significant judgment required by management.
Our audit procedures related to the accounting determination for [removed: all] [added: the above mentioned] joint ventures included the following, among others:
◦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 [removed: activities,] [added: activities that most significantly impact the VIE’s economic performance,] 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.
◦For [removed: all JVs,] [added: consolidated joint ventures,] evaluated whether any reconsideration events [added: occurred] during the year [removed: took place] that would [removed: cause] [added: result in] deconsolidation, and if so, verified that deconsolidation occurred properly.
November 30, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]
| | | | [removed: 2022 (1)] [added: 2023] | | | | | | [removed: 2021 (1)] [added: 2022] | | | [added: | | | 2021 | | |]
| Cash and cash equivalents | | | $ | [removed: 4,616,124] [added: 6,273,724] | | | | | [removed: 2,735,213] [added: 4,616,124] | | |
| [removed: Restricted] [added: Homebuilding restricted] cash | | | [removed: 23,046] [added: 13,481] | | | | | | [added: 23,046 | | | | | |] 21,927 | | |
| Receivables, net | | | [removed: 673,980] [added: 887,992] | | | | | | [removed: 490,278] [added: 673,980] | | |
| Finished homes and construction in progress | | | [removed: 11,718,507] [added: 10,455,666] | | | | | | [removed: 10,446,139] [added: 11,718,507] | | |
| Consolidated inventory not owned | | | [removed: 2,331,231] [added: 2,992,528] | | | | | | [removed: 1,161,023] [added: 2,331,231] | | |
| Investments in unconsolidated entities | | | [removed: 1,173,164] [added: 1,143,909] | | | | | | [removed: 972,084] [added: 1,173,164] | | |
| Other assets | | | [removed: 1,323,478] [added: 1,512,038] | | | | | | [removed: 1,090,654] [added: 1,323,478] | | |
| Financial Services | | | [removed: 3,254,257] [added: 3,566,546] | | | | | | [removed: 2,964,367] [added: 3,254,257] | | |
| Multifamily | | | [removed: 1,257,337] [added: 1,381,513] | | | | | | [removed: 1,311,747] [added: 1,257,337] | | |
| Lennar Other | | | [removed: 788,539] [added: 657,852] | | | | | | [removed: 1,463,845] [added: 788,539] | | |
| Total assets | | | $ | [removed: 37,984,295] [added: 39,234,303] | | | | | [removed: 33,207,778] [added: 37,984,295] | | |
As of November 30, 2022, total assets include $1.4 billion related to consolidated VIEs of which $56.9 million is included in Homebuilding cash and cash equivalents, $0.3 million in Homebuilding receivables, net, $29.4 million in Homebuilding finished homes and construction in progress, [removed: $736.5] [added: $687.8] million in Homebuilding land and land under development, [added: $48.7 million in Homebuilding deposits and pre-acquisition costs on real estate,] $533.8 million in Homebuilding consolidated inventory not owned, $1.0 million in Homebuilding investments in unconsolidated entities, $23.0 million in Homebuilding other assets, $33.2 million in Multifamily assets and $9.0 million in Lennar Other assets.
As of November 30, [removed: 2021,] [added: 2023,] total assets include [removed: $1.1] [added: $1.9] billion related to consolidated VIEs of which [removed: $60.9] [added: $22.8] million is included in Homebuilding cash and cash equivalents, [removed: $4.4] [added: $1.8] million in Homebuilding receivables, net, [removed: $14.3] [added: $18.3] million in Homebuilding finished homes and construction in progress, [removed: $697.1] [added: $628.0] million in Homebuilding land and land under development, [removed: $239.2] [added: $55.0] million in Homebuilding [added: deposits and pre-acquisition costs on real estate, $1.2 billion in Homebuilding] consolidated inventory not owned, [removed: $1.1] [added: $0.3] million in Homebuilding investments in unconsolidated entities, [removed: $17.4] [added: $23.0] million in Homebuilding other assets and [removed: $80.6] [added: $32.6] million in Multifamily assets.
| | | | [removed: 2022 (2)] [added: 2023] | | | | | | [removed: 2021 (2)] [added: 2022] | | | [added: | | | 2021 | | |]
| Accounts payable | | | $ | [removed: 1,616,128] [added: 1,631,401] | | | | | [removed: 1,321,247] [added: 1,616,128] | | |
| Liabilities related to consolidated inventory not owned | | | [removed: 1,967,551] [added: 2,540,894] | | | | | | [removed: 976,602] [added: 1,967,551] | | |
| Senior notes and other debts payable, net | | | [removed: 4,047,294] [added: 2,816,482] | | | | | | [removed: 4,652,338] [added: 4,047,294] | | |
| Other liabilities | | | [removed: 3,347,673] [added: 2,739,217] | | | | | | [removed: 2,920,055] [added: 3,347,673] | | |
| Financial Services | | | [removed: 2,353,904] [added: 2,447,039] | | | | | | [removed: 1,906,343] [added: 2,353,904] | | |
| Multifamily | | | [removed: 313,484] [added: 278,177] | | | | | | [removed: 288,930] [added: 313,484] | | |
| Lennar Other | | | [removed: 97,894] [added: 79,127] | | | | | | [removed: 145,981] [added: 97,894] | | |
| Total liabilities | | | [removed: 13,743,928] [added: 12,532,337] | | | | | | [removed: 12,211,496] [added: 13,743,928] | | |
| Class A common stock of $0.10 par value per share; Authorized: [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] - 400,000,000 shares; Issued: [removed: 2022] [added: 2023] - [removed: 256,084,147] [added: 258,475,012] shares; [removed: 2021] [added: 2022] - [removed: 300,500,075] [added: 256,084,147] shares | | | [removed: 25,608] [added: 25,848] | | | | | | [removed: 30,050] [added: 25,608] | | |
| Class B common stock of $0.10 par value per share; Authorized: [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] - 90,000,000 [removed: shares,] [added: shares;] Issued: [removed: 2022] [added: 2023] - 36,601,215 shares; [removed: 2021] [added: 2022] - [removed: 39,443,168] [added: 36,601,215] shares | | | 3,660 | | | | | | [removed: 3,944] [added: 3,660] | | |
| Additional paid-in capital | | | [removed: 5,417,796] [added: 5,570,009] | | | | | | [removed: 8,807,891] [added: 5,417,796] | | |
| Retained earnings | | | [removed: 18,861,417] [added: 22,369,368] | | | | | | [removed: 14,685,329] [added: 18,861,417] | | |
| Treasury stock, at cost; [removed: 2022] [added: 2023] - [removed: 2,455,387] [added: 11,207,889] shares of Class A common stock and [removed: 419,860] [added: 2,920,200] shares of Class B common stock; [removed: 2021] [added: 2022] - [removed: 38,586,961] [added: 2,455,387] shares of Class A common stock and [removed: 1,922,016] [added: 419,860] shares of Class B common stock | | | [removed: (210,389)] [added: (1,393,100)] | | | | | | [removed: (2,709,448)] [added: (210,389)] | | |
| Accumulated other comprehensive income [removed: (loss)] | | | [removed: 2,408] [added: 4,879] | | | | | | [removed: (1,341)] [added: 2,408] | | |
Generally Accepted Accounting Principles (“GAAP’’) requires the assessment of whether an entity is a Variable interest entity (“VIE”) and, if so, if the Company is the primary beneficiary at the inception of the entity or at a reconsideration event.
[Table](#ie4330057f93e4ef28087d28ab9c50727_253) [of Contents](#ie4330057f93e4ef28087d28ab9c50727_253)
January 26, 2024
[Table](#ie4330057f93e4ef28087d28ab9c50727_253) [of Contents](#ie4330057f93e4ef28087d28ab9c50727_253)
| | | | 2023 (1) | | | | | | 2022 (1) | | |
| Land and land under development | | | 4,904,541 | | | | | | 5,648,548 | | |
| Inventory owned | | | 15,360,207 | | | | | | 17,367,055 | | |
| Inventory owned and consolidated inventory not owned | | | 18,352,735 | | | | | | 19,698,286 | | |
| Deposits and pre-acquisition costs on real estate | | | 2,002,154 | | | | | | 1,733,725 | | |
| | | | 33,628,392 | | | | | | 32,684,162 | | |
[Table](#ie4330057f93e4ef28087d28ab9c50727_253) [of Contents](#ie4330057f93e4ef28087d28ab9c50727_253)
| | | | 2023 (2) | | | | | | 2022 (2) | | |
| | | | 9,727,994 | | | | | | 10,978,646 | | |
[Table](#ie4330057f93e4ef28087d28ab9c50727_253) [of Contents](#ie4330057f93e4ef28087d28ab9c50727_253)
| Equity in earnings (losses) from unconsolidated entities | | | (144,610) | | | | | | (36,301) | | | | | | 48,993 | | |
| Other income (expense), net and other gains (losses) | | | 30,517 | | | | | | (15,286) | | | | | | 180,830 | | |
[Table](#ie4330057f93e4ef28087d28ab9c50727_253) [of Contents](#ie4330057f93e4ef28087d28ab9c50727_253)
Years Ended November 30, 2023, 2022 and 2021
Years Ended November 30, 2023, 2022 and 2021
| (Increase) decrease in inventories, excluding valuation adjustments | | | 2,274,083 | | | | | | (1,711,766) | | | | | | (1,184,121) | | |
| Increase in deposits and pre-acquisition costs on real estate | | | (295,761) | | | | | | (672,055) | | | | | | (776,493) | | |
Years Ended November 30, 2023, 2022 and 2021
| Receipts related to noncontrolling interests | | | 21,149 | | | | | | 41,816 | | | | | | 69,675 | | |
| Payments related to noncontrolling interests | | | (71,272) | | | | | | (91,329) | | | | | | (24,605) | | |
Receivables from land banks represent development costs incurred by the Company which are reimbursable from the land banks.
| (In thousands) | | | 2023 | | | | | | 2022 | | |
| | | | 890,366 | | | | | | 676,159 | | |
| 2023 | | | 25 | | | | | | 18 | | | | | | $ | 95,731 | | | | | $ | 37,500 | | | | | | | | | | |
| | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |
Company continued to focus on increasing its controlled homesites as compared to owned homesites.
Deposits and pre-acquisition costs on real estate
Deposits and pre-acquisition costs on real estate are stated at cost unless the deposit or pre-acquisition costs within a community is determined to be impaired, in which case the impaired cost is written down to fair value.
Costs include deposits on land purchase contracts and capitalizable due diligence and development costs incurred prior to the acquisition of land.
During the year ended November 30, 2023, the Company estimated the fair value of an investment in an unconsolidated entity using a cash flow analysis with a 15% discount rate and concluded that the investment had an other-than-temporary impairment of $36.8 million included in Homebuilding other income (expense), net in the Company's consolidated statements of operations and comprehensive income.
Additionally, GAAP requires the consolidation of VIEs in which an enterprise has a controlling financial interest.
A controlling financial interest will have both of the following characteristics: (a)
the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.
| (In thousands) | | | 2023 | | | | | | 2022 | | |
| | | | 670,620 | | | | | | 581,917 | | |
| | | | $ | 404,789 | | | | | 355,095 | | |
As of November 30, 2022, the carrying value of the Company’s consolidated VIE’s assets and non-recourse liabilities was $880.2 million and $107.3 million, respectively.
Additionally, as of November 30, 2022, the carrying value of the Company’s investments in VIEs that are unconsolidated was $1.2 billion.
◦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.
January 26, 2023
| Land and land under development | | | 7,382,273 | | | | | | 7,108,142 | | |
| Total inventories | | | 21,432,011 | | | | | | 18,715,304 | | |
| | | | 32,684,162 | | | | | | 27,467,819 | | |
| | | | 10,978,646 | | | | | | 9,870,242 | | |
| Homebuilding equity in loss from unconsolidated entities | | | (17,235) | | | | | | (14,205) | | | | | | (836) | | |
| Homebuilding other income (expense), net | | | 4,516 | | | | | | 3,266 | | | | | | (29,749) | | |
| Financial Services gain on deconsolidation | | | — | | | | | | — | | | | | | 61,418 | | |
| Multifamily equity in earnings from unconsolidated entities and other gain | | | 52,821 | | | | | | 9,031 | | | | | | 21,934 | | |
| Gain on deconsolidation of an entity | | | — | | | | | | — | | | | | | (56,594) | | |
| (Increase) decrease in inventories, excluding valuation adjustments and write-offs of option deposits and pre-acquisition costs | | | (2,383,821) | | | | | | (1,960,614) | | | | | | 781,362 | | |
| Non-cash right of use assets due to adoption of ASU 2016-02 | | | — | | | | | | — | | | | | | 150,702 | | |
| Non-cash lease liabilities due to adoption of ASU 2016-02 | | | — | | | | | | — | | | | | | 159,717 | | |
| Financial Services assets | | | $ | — | | | | | — | | | | | | (217,565) | | |
| Financial Services liabilities | | | — | | | | | | — | | | | | | 115,175 | | |
| Financial Services noncontrolling interests | | | — | | | | | | — | | | | | | 102,390 | | |
| Notes payable | | | — | | | | | | — | | | | | | (44,924) | | |
| | | | November 30, | | | | | | | | |
| | | | 676,159 | | | | | | 492,809 | | |
| 2021 | | | 4 | | | | | | 1 | | | | | | 5,267 | | | | | | 11,849 | | | | | | | | | | | |
However, in substantially all instances, the Company is not required to purchase land in accordance with those take-down schedules.
Factors considered in determining whether the Company is the primary beneficiary include risk and reward sharing, experience and financial condition of other
Usually, management and other fees earned by the Company are nominal and believed to be at market and there is no significant economic disproportionality between the Company and other partners.
the JV entity as the partner(s) continue to provide subordinated financial support in the form of capital contributions.
| | | | 581,917 | | | | | | 538,761 | | |
| | | | $ | 355,095 | | | | | 339,906 | | |
During the year ended November 30, 2022, treasury stock decreased due to the Company's retirement of 46.7 million and 2.8 million treasury shares of Class A and Class B common stock, respectively, as authorized by the Company's Board of Directors.
The retirement of Class A and Class B common stock in treasury resulted in a reclass between treasury shares and additional paid-in capital within stockholders' equity.
During the year ended November 30, 2022, this decrease in treasury shares was partially offset by the Company's repurchase of 9.6 million and 1.3 million shares of Class A and Class B common stock, respectively, through the Company's stock repurchase program.
The following table provides information about the Company’s repurchases of Class A and Class B common stock:
| Nonvested shares at November 30, 2021 | | | 3,163,790 | | | | | | $ | 66.07 | |
| Grants | | | 1,697,986 | | | | | | $ | 88.92 | |
| Vested | | | (1,581,744) | | | | | | $ | 61.39 | |
| Forfeited | | | (127,886) | | | | | | $ | 74.38 | |
allowance, are considered in the evaluation by the Company’s management when the likelihood of the changes can be reasonably determined.
ASU 2019-12 was effective for the Company’s fiscal year beginning December 1, 2021.
| Inventories | | | 21,432,011 | | | | | | — | | | | | | 430,442 | | | | | | — | | | | | | 21,862,453 | | |
An excerpt. Shown here: 40 of 552 rewritten, 40 of 280 added and 40 of 155 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data. in the FY2023 filing and the FY2022 filing.
Item 9A. Controls and Procedures.
8 rewritten, 1 added, 1 removed, 29 unchanged
[removed: Each of] [added: Our Executive Chairman and Co-Chief Executive Officer,] our Co-Chief Executive [removed: Officers] [added: Officer] and [removed: Co-Presidents ("Co-CEOs")] [added: President (together "Co-CEOs")] and Chief Financial Officer [added: ("CFO")] 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 Co-CEOs and CFO concluded that our disclosure controls and procedures were effective as of November 30, [removed: 2022] [added: 2023] 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 both of our Co-CEOs and CFO, as appropriate to allow timely decisions regarding required disclosures.
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: 2022.][added: 2023.]
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: 2022.][added: 2023.]
The effectiveness of our internal control over financial reporting as of November 30, [removed: 2022] [added: 2023] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their attestation report which is included herein.
We have audited the internal control over financial reporting of Lennar Corporation and subsidiaries (the “Company”) as of November 30, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control [removed: -] [added: —] 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: 2022,] [added: 2023,] based on criteria established in *Internal Control [removed: -] [added: —] 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: 2022,] [added: 2023,] of the Company and our report dated January 26, [removed: 2023] [added: 2024] expressed an unqualified opinion on those financial statements.
| January 26, 2024 | | |
| January 26, 2023 | | |
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 each of our Co-Chief Executive Officers and [removed: Co-Presidents,] [added: President,] our Chief Financial Officer and 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: 30, 2023] [added: 29, 2024] (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: 30, 2023] [added: 29, 2024] (120 days after the end of our fiscal year).
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
4 rewritten, 0 added, 0 removed, 5 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: 30, 2023] [added: 29, 2024] (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: 2022:][added: 2023:]
| Equity compensation plans approved by stockholders | | | 162,338 | | | | | | $ | 100.00 | | | | | [removed: 13,438,078] [added: 11,581,811] | | |
| Total | | | 162,338 | | | | | | $ | 100.00 | | | | | [removed: 13,438,078] [added: 11,581,811] | | |
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: 30, 2023] [added: 29, 2024] (120 days after the end of our fiscal year).
Item 14. Principal Accountant 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: 30, 2023] [added: 29, 2024] (120 days after the end of our fiscal year).
Item 15. Exhibit and Financial Statement Schedules.
26 rewritten, 10 added, 2 removed, 71 unchanged
| [Report of Independent Registered Public Accounting [removed: Firm](#i7229c560662948e4bff883c99b924dfb_115)] [added: Firm](#ie4330057f93e4ef28087d28ab9c50727_115)] (PCAOB ID No. 34) | | | [removed: [43](#i7229c560662948e4bff883c99b924dfb_115)] [added: [44](#ie4330057f93e4ef28087d28ab9c50727_115)] | | |
| [Consolidated Balance Sheets as of November 30, [removed: 2022] [added: 2023] and [removed: 2021](#i7229c560662948e4bff883c99b924dfb_118)] [added: 2022](#ie4330057f93e4ef28087d28ab9c50727_118)] | | | [removed: [45](#i7229c560662948e4bff883c99b924dfb_118)] [added: [46](#ie4330057f93e4ef28087d28ab9c50727_118)] | | |
| [Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended November 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i7229c560662948e4bff883c99b924dfb_124)] [added: 2021](#ie4330057f93e4ef28087d28ab9c50727_124)] | | | [removed: [47](#i7229c560662948e4bff883c99b924dfb_124)] [added: [48](#ie4330057f93e4ef28087d28ab9c50727_124)] | | |
| [Consolidated Statements of Equity for the Years Ended November 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i7229c560662948e4bff883c99b924dfb_127)] [added: 2021](#ie4330057f93e4ef28087d28ab9c50727_127)] | | | [removed: [48](#i7229c560662948e4bff883c99b924dfb_127)] [added: [49](#ie4330057f93e4ef28087d28ab9c50727_127)] | | |
| [Consolidated Statements of Cash Flows for the Years Ended November 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i7229c560662948e4bff883c99b924dfb_130)] [added: 2021](#ie4330057f93e4ef28087d28ab9c50727_130)] | | | [removed: [49](#i7229c560662948e4bff883c99b924dfb_130)] [added: [50](#ie4330057f93e4ef28087d28ab9c50727_130)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i7229c560662948e4bff883c99b924dfb_133)] [added: Statements](#ie4330057f93e4ef28087d28ab9c50727_133)] | | | [removed: [50](#i7229c560662948e4bff883c99b924dfb_133)] [added: [51](#ie4330057f93e4ef28087d28ab9c50727_133)] | | |
| [Schedule II—Valuation and Qualifying [removed: Accounts](#i7229c560662948e4bff883c99b924dfb_259)] [added: Accounts](#ie4330057f93e4ef28087d28ab9c50727_262)] | | | [removed: [88](#i7229c560662948e4bff883c99b924dfb_259)] [added: [89](#ie4330057f93e4ef28087d28ab9c50727_262)] | | |
| [removed: 4.4] [added: 4.6] | | | [removed: [Eleventh Supplemental Indenture,] [added: [Indenture,] dated as of November [removed: 5, 2015,] [added: 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: 4.875%] [added: 2.95%] Senior Notes due [removed: 2023] [added: 2020 and the form of 4.75% Senior Notes due 2027] - Incorporated by reference to Exhibit [removed: 4.15] [added: 4.1] of the Company’s Current Report on Form 8-K, dated November [removed: 5, 2015.](http://www.sec.gov/Archives/edgar/data/920760/000119312515370236/d63693dex415.htm)] [added: 29, 2017.](http://www.sec.gov/Archives/edgar/data/920760/000119312517357394/d438218dex41.htm)] | | |
| [removed: 10.6*] [added: 10.9*] | | | [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 10.2 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) | | |
| [removed: 10.7] [added: 10.10*] | | | [Master Agreement, dated October 8, 2020, between AG Essential Housing Company 1, L.P. and Essential Housing Financing, LLC - Incorporated by reference to Exhibit 10.12 of the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2020.](https://www.sec.gov/Archives/edgar/data/0000920760/000162828021000722/len-20201130x10kxexh1012.htm) | | |
| [removed: 10.8*] [added: 10.11*] | | | [Form of 2021 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 10.2 of the Company’s Current Report on Form 8-K, dated February 26, 2021.](https://www.sec.gov/Archives/edgar/data/920760/000119312521067743/d14705dex102.htm) | | |
| [removed: 10.9*] [added: 10.12*] | | | [2022 Award Agreements under the Company’s 2016 Incentive Compensation Plan, as amended, for Mr. Miller, Mr. Beckwitt, Mr. Jaffe, Ms. Bessette, Mr. McCall and Mr. Sustana - Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated February 28, 2022.](https://www.sec.gov/Archives/edgar/data/920760/000119312522066148/d320216dex101.htm) | | |
| [removed: 10.10*] [added: 10.13*] | | | [Form of 2022 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 10.2 of the Company’s Current Report on Form 8-K, dated February 28, 2022.](https://www.sec.gov/Archives/edgar/data/920760/000119312522066148/d320216dex102.htm) | | |
| [removed: 10.11*] [added: 10.14*] | | | [Amended and Restated 2022 Award Agreements under the Incentive Plan 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 November 17, 2022.](https://www.sec.gov/Archives/edgar/data/920760/000119312522290031/d386121dex101.htm) | | |
| [removed: 10.12*] [added: 10.15*] | | | [Form of the Amended and Restated 2022 Award Agreement under the Equity 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 November 17, 2022.](https://www.sec.gov/Archives/edgar/data/920760/000119312522290031/d386121dex102.htm) | | |
| [removed: 10.13*] [added: 10.16*] | | | [Form of the 2022 Award Agreement for Performance Shares granted under the Equity Plan for Mr. Miller, Mr. Beckwitt and Mr. Jaffe - Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, dated November 17, 2022.](https://www.sec.gov/Archives/edgar/data/920760/000119312522290031/d386121dex103.htm) | | |
| 21 | | | [List of [removed: subsidiaries.](https://www.sec.gov/Archives/edgar/data/920760/000162828023001606/len-20221130x10kxexh21.htm)] [added: subsidiaries.](https://www.sec.gov/Archives/edgar/data/920760/000162828024002371/len-20231130x10kxexh21.htm)] | | |
| 22.1 | | | [List of guarantor [removed: subsidiaries.](https://www.sec.gov/Archives/edgar/data/920760/000162828023001606/len-20221130x10kxexh221.htm)] [added: subsidiaries.](https://www.sec.gov/Archives/edgar/data/920760/000162828024002371/len-20231130x10kxexh221.htm)] | | |
| 23 | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/920760/000162828023001606/len-20221130x10kxexh23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/920760/000162828024002371/len-20231130x10kxexh23.htm)] | | |
| 31.1 | | | [Rule 13a-14a/15d-14(a) Certification of [removed: Rick Beckwitt.](https://www.sec.gov/Archives/edgar/data/920760/000162828023001606/len-20221130x10kxexh311.htm)] [added: Stuart Miller.](https://www.sec.gov/Archives/edgar/data/920760/000162828024002371/len-20231130x10kxexh311.htm)] | | |
| 31.2 | | | [Rule 13a-14a/15d-14(a) Certification of Jonathan M. [removed: Jaffe.](https://www.sec.gov/Archives/edgar/data/920760/000162828023001606/len-20221130x10kxexh312.htm)] [added: Jaffe.](https://www.sec.gov/Archives/edgar/data/920760/000162828024002371/len-20231130x10kxexh312.htm)] | | |
| 31.3 | | | [Rule 13a-14a/15d-14(a) Certification of Diane [removed: Bessette.](https://www.sec.gov/Archives/edgar/data/920760/000162828023001606/len-20221130x10kxexh313.htm)] [added: Bessette.](https://www.sec.gov/Archives/edgar/data/920760/000162828024002371/len-20231130x10kxexh313.htm)] | | |
| [removed: 32] [added: 32*] | | | [Section 1350 Certifications of [removed: Rick Beckwitt,] [added: Stuart Miller,] Jonathan M. Jaffe and Diane [removed: Bessette.](https://www.sec.gov/Archives/edgar/data/920760/000162828023001606/len-20221130x10kxexh32.htm)] [added: Bessette.](https://www.sec.gov/Archives/edgar/data/920760/000162828024002371/len-20231130x10kxexh32.htm)] | | |
| 101 | | | The following financial statements from Lennar Corporation Annual Report on Form 10-K for the year ended November 30, [removed: 2022,] [added: 2023,] filed on January 26, [removed: 2023,] [added: 2024,] formatted in iXBRL (Inline Extensible Business Reporting Language); (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statements of Equity (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements. | | |
| 104* | | | The cover page from Lennar Corporation's fiscal year Report on Form 10-K for the year ended November 30, [removed: 2022] [added: 2023] was formatted in iXBRL. | | |
[removed: *] Included in Exhibit 101.
| 10.6* | | | [Aircraft Time Sharing Agreement, dated December 4, 2023, between U.S. Home, LLC and Stuart Miller - Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated December 4, 2023.](https://www.sec.gov/Archives/edgar/data/920760/000119312523289172/d58652dex101.htm) | | |
| 10.7* | | | [Aircraft Time Sharing Agreement, dated December 4, 2023, between U.S. Home, LLC and Jonathan M. Jaffe - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated December 4, 2023.](https://www.sec.gov/Archives/edgar/data/920760/000119312523289172/d58652dex102.htm) | | |
| 10.8 | | | [Separation Agreement and General Release, dated July 14, 2023, between Lennar Corporation and Rick Beckwitt - Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated July 14, 2023.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000920760/000162828023024926/len-20230714.htm) | | |
| 10.17* | | | [2023 Award Agreements under the Company’s 2016 Incentive Compensation Plan, as amended, for Mr. Miller, Mr. Beckwitt, Mr. Jaffe, Ms. Bessette, Mr. McCall and Mr. Sustana - Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated February 28, 2023.](https://www.sec.gov/Archives/edgar/data/920760/000119312523061576/d444988dex101.htm) | | |
| 10.18* | | | [Form of 2023 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 10.2 of the Company’s Current Report on Form 8-K, dated February 28, 2023.](https://www.sec.gov/Archives/edgar/data/920760/000119312523061576/d444988dex102.htm) | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
* Furnished herewith.
| 4.6 | | | [Indenture, dated as of 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 2.95% Senior Notes due 2020 and the form of 4.75% Senior Notes due 2027- Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, dated November 29, 2017.](http://www.sec.gov/Archives/edgar/data/920760/000119312517357394/d438218dex41.htm) | | |
| 4.7 | | | [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) | | |
Item 16. Form 10-K Summary
10 rewritten, 21 added, 3 removed, 64 unchanged
| | | | Co-Chief Executive [removed: Officer, Co-President] [added: Officer] and [removed: Director] [added: President] | | | | | |
| | | | Date: | | | January 26, [removed: 2023] [added: 2024] | | |
| Co-Chief Executive Officer, [removed: Co-President] [added: President] and Director | | | Date: | | | January 26, [removed: 2023] [added: 2024] | | |
| Vice President, Chief Financial Officer and Treasurer | | | Date: | | | January 26, [removed: 2023] [added: 2024] | | |
| Vice President and Controller | | | Date: | | | January 26, [removed: 2023] [added: 2024] | | |
Years Ended November 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]
| Year ended November 30, [removed: 2020] [added: 2023] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Allowance for credit losses against notes and other receivables | | | $ | [removed: 3,379] [added: 2,179] | | | | | [removed: 661] [added: 274] | | | | | | [removed: (568)] [added: (79)] | | | | | | [removed: (1,078)] [added: —] | | | | | | [removed: 2,394] [added: 2,374] | | |
| Allowance for loan losses against loans receivable | | | $ | [removed: 4,122] [added: 11,130] | | | | | [removed: 795] [added: 5,419] | | | | | | [removed: 17] [added: —] | | | | | | [removed: (922)] [added: (1,135)] | | | | | | [removed: 4,012] [added: 15,414] | | |
| Allowance against net deferred tax assets | | | $ | [removed: 4,341] [added: 2,903] | | | | | [removed: 70] [added: 89] | | | | | | — | | | | | | [removed: —] [added: (659)] | | | | | | [removed: 4,411] [added: 2,333] | | |
| | | | /S/ STUART MILLER | | | | | |
| | | | Stuart Miller | | | | | |
| | | | Executive Chairman and Co-Chief Executive Officer | | | | | |
| | | | Date: | | | January 26, 2024 | | |
| Executive Chairman, Co-Chief Executive Officer and Director | | | Date: | | | January 26, 2024 | | |
| | | | Date: | | | January 26, 2024 | | |
| | | | Date: | | | January 26, 2024 | | |
| | | | Date: | | | January 26, 2024 | | |
| | | | Date: | | | January 26, 2024 | | |
| | | | Date: | | | January 26, 2024 | | |
| | | | | | | | | |
| | | | Date: | | | January 26, 2024 | | |
| | | | | | | | | |
| Dacona Smith | | | /S/ DACONA SMITH | | | | | |
| | | | Date: | | | January 26, 2024 | | |
| | | | | | | | | |
| | | | Date: | | | January 26, 2024 | | |
| | | | | | | | | |
| Serena Wolfe | | | /S/ SERENA WOLFE | | | | | |
| | | | Date: | | | January 26, 2024 | | |
| | | | | | | | | |
| | | | /S/ RICK BECKWITT | | | | | |
| | | | Rick Beckwitt | | | | | |
| Rick Beckwitt | | | /S/ RICK BECKWITT | | | | | |