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Lennar Corporation (Exact Name of Registrant As Specified in Its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _______ To _______ Commission File Number: 1-11749 Lennar Corporation (Exact name of registrant as specified in its charter) Delaware 95-4337490 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 700 Northwest 107th Avenue, Miami, Florida 33172 (Address of principal executive offices) (Zip Code) (305) 559-4000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, par value $.10 LEN New York Stock Exchange Class B Common Stock, par value $.10 LEN.B New York Stock Exchange Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer R Accelerated filer ¨ Emerging growth company ☐ Non-accelerated filer ¨ Smaller reporting company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑ Common stock outstanding as of February 28, 2021: Class A 275,760,461 Class B 37,621,152 LENNAR CORPORATION FORM 10-Q For the period ended February 28, 2021 Part I Financial Information Item 1. Financial Statements 3 Condensed Consolidated Balance Sheets as of February 28, 2021 and November 30, 2020 3 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months 5 ended February 28, 2021 and February 29, 2020 Condensed Consolidated Statements of Cash Flows for the three months ended February 28, 2021 and 6 February 29, 2020 Notes to Condensed Consolidated Financial Statements 8 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24 Item 3. Quantitative and Qualitative Disclosures About Market Risk 35 Item 4. Controls and Procedures 36 Part II Other Information 37 Item 1. Legal Proceedings 37 Item 1A. Risk Factors 37 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 37 Item 3 - 5. Not Applicable 37 Item 6. Exhibits 38 Signatures 39 Part I. Financial Information Item 1. Financial Statements Lennar Corporation and Subsidiaries Condensed Consolidated Balance Sheets (Dollars in thousands) (unaudited) February 28, November 30, 2021 (1) 2020 (1) ASSETS Homebuilding: Cash and cash equivalents $ 2,421,411 2,703,986 Restricted cash 17,878 15,211 Receivables, net 300,134 298,671 Inventories: Finished homes and construction in progress 9,320,283 8,593,399 Land and land under development 7,564,900 7,495,262 Consolidated inventory not owned 807,759 836,567 Total inventories 17,692,942 16,925,228 Investments in unconsolidated entities 1,077,353 953,177 Goodwill 3,442,359 3,442,359 Other assets 1,162,564 1,190,793 26,114,641 25,529,425 Financial Services 2,217,551 2,708,118 Multifamily 1,183,720 1,175,908 Lennar Other 1,036,068 521,726 Total assets $ 30,551,980 29,935,177 (1) Under certain provisions of Accounting Standards Codification ("ASC") Topic 810, Consolidations ("ASC 810"), the Company is required to separately disclose on its condensed consolidated balance sheets the assets owned by consolidated variable interest entities ("VIEs") and liabilities of consolidated VIEs as to which neither Lennar Corporation, nor any of its subsidiaries, has any obligations. As of February 28, 2021, total assets include $1.0 billion related to consolidated VIEs of which $39.8 million is included in Homebuilding cash and cash equivalents, $14.2 million in Homebuilding finished homes and construction in progress, $516.9 million in Homebuilding land and land under development, $288.6 million in Homebuilding consolidated inventory not owned, $1.7 million in Homebuilding investments in unconsolidated entities, $145.8 million in Homebuilding other assets and $17.8 million in Multifamily assets. As of November 30, 2020, total assets include $1.1 billion related to consolidated VIEs of which $32.1 million is included in Homebuilding cash and cash equivalents, $0.1 million in Homebuilding receivables, net, $14.2 million in Homebuilding finished homes and construction in progress, $486.8 million in Homebuilding land and land under development, $426.3 million in Homebuilding consolidated inventory not owned, $1.6 million in Homebuilding investments in unconsolidated entities, $120.6 million in Homebuilding other assets and $39.9 million in Multifamily assets. See accompanying notes to condensed consolidated financial statements. 3 Lennar Corporation and Subsidiaries Condensed Consolidated Balance Sheets (Continued) (In thousands, except share amounts) (unaudited) February 28, November 30, 2021 (2) 2020 (2) LIABILITIES AND EQUITY Homebuilding: Accounts payable $ 1,037,266 1,037,338 Liabilities related to consolidated inventory not owned 671,235 706,691 Senior notes and other debts payable, net 5,976,168 5,955,758 Other liabilities 2,459,332 2,225,864 10,144,001 9,925,651 Financial Services 1,113,083 1,644,248 Multifamily 235,651 252,911 Lennar Other 41,794 12,966 Total liabilities 11,534,529 11,835,776 Stockholders’ equity: Preferred stock — — Class A common stock of $0.10 par value; Authorized: February 28, 2021 and November 30, 2020 - 400,000,000 shares; Issued: February 28, 2021 - 300,471,893 shares and November 30, 2020 - 298,942,836 shares 30,047 29,894 Class B common stock of $0.10 par value; Authorized: February 28, 2021 and November 30, 2020 - 90,000,000 shares; Issued: February 28, 2021 - 39,443,168 shares and November 30, 2020 - 39,443,168 shares 3,944 3,944 Additional paid-in capital 8,724,192 8,676,056 Retained earnings 11,488,520 10,564,994 Treasury stock, at cost; February 28, 2021 - 24,711,432 shares of Class A common stock and 1,822,016 shares of Class B common stock; November 30, 2020 - 23,864,589 shares of Class A common stock and 1,822,016 shares of Class B common stock (1,348,710) (1,279,227) Accumulated other comprehensive loss (1,747) (805) Total stockholders’ equity 18,896,246 17,994,856 Noncontrolling interests 121,205 104,545 Total equity 19,017,451 18,099,401 Total liabilities and equity $ 30,551,980 29,935,177 (2) Under certain provisions of ASC 810, the Company is required to separately disclose on its condensed consolidated balance sheets the assets owned by consolidated VIEs and liabilities of consolidated VIEs as to which neither Lennar Corporation, nor any of its subsidiaries, has any obligations. As of February 28, 2021, total liabilities include $417.3 million related to consolidated VIEs as to which there was no recourse against the Company, of which $33.4 million is included in Homebuilding accounts payable, $227.2 million in Homebuilding liabilities related to consolidated inventory not owned, $146.6 million in Homebuilding senior notes and other debts payable, $9.9 million in Homebuilding other liabilities and $0.2 million in Multifamily liabilities. As of November 30, 2020, total liabilities include $528.5 million related to consolidated VIEs as to which there was no recourse against the Company, of which $28.4 million is included in Homebuilding accounts payable, $351.4 million in Homebuilding liabilities related to consolidated inventory not owned, $129.1 million in Homebuilding senior notes and other debt payable, $9.9 million in Homebuilding other liabilities and $9.8 million in Multifamily liabilities. See accompanying notes to condensed consolidated financial statements. 4 Lennar Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Dollars in thousands, except per share amounts) (unaudited) Three Months Ended February 28, February 29, 2021 2020 Revenues: Homebuilding $ 4,943,056 4,172,116 Financial Services 244,069 198,661 Multifamily 131,443 132,617 Lennar Other 6,900 1,943 Total revenues 5,325,468 4,505,337 Costs and expenses: Homebuilding 4,118,286 3,697,806 Financial Services 97,862 151,344 Multifamily 131,049 137,348 Lennar Other 4,252 2,574 Corporate general and administrative 110,531 82,634 Charitable foundation contribution 12,314 4,213
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