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UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2019 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 ý 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 ý 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 ý Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ Emerging growth 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 ý Common stock outstanding as of May 31, 2019 : Class A 284,403,290 Class B 37,743,090 Part I. Financial Information Item 1. Financial Statements Lennar Corporation and Subsidiaries Condensed Consolidated Balance Sheets (Dollars in thousands) (unaudited) May 31, November 30, 2019 (1) 2018 (1) ASSETS Homebuilding: Cash and cash equivalents $ 800,678 1,337,807 Restricted cash 11,687 12,399 Receivables, net 303,595 236,841 Inventories: Finished homes and construction in progress 10,045,155 8,681,357 Land and land under development 8,334,678 8,178,388 Consolidated inventory not owned 394,655 208,959 Total inventories 18,774,488 17,068,704 Investments in unconsolidated entities 983,683 870,201 Goodwill 3,442,359 3,442,359 Other assets 1,202,965 1,355,782 25,519,455 24,324,093 Financial Services 2,468,263 2,778,910 Multifamily 1,046,196 874,219 Lennar Other 549,150 588,959 Total assets $ 29,583,064 28,566,181 (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, or any of its subsidiaries, has any obligations. As of May 31, 2019 , total assets include $1.4 billion related to consolidated VIEs of which $52.9 million is included in Homebuilding cash and cash equivalents, $103.3 million in Homebuilding receivables, net, $240.1 million in Homebuilding finished homes and construction in progress, $301.0 million in Homebuilding land and land under development, $394.7 million in Homebuilding consolidated inventory not owned, $4.1 million in Homebuilding investments in unconsolidated entities, $10.4 million in Homebuilding other assets, $187.2 million in Financial Services assets, $50.8 million in Multifamily assets and $7.2 million in Lennar Other assets. As of November 30, 2018 , total assets include $666.2 million related to consolidated VIEs of which $57.6 million is included in Homebuilding cash and cash equivalents, $0.2 million in Homebuilding receivables, net, $81.7 million in Homebuilding finished homes and construction in progress, $293.1 million in Homebuilding land and land under development, $209.0 million in Homebuilding consolidated inventory not owned, $3.8 million in Homebuilding investments in unconsolidated entities, $10.5 million in Homebuilding other assets and $10.3 million in Lennar Other assets. See accompanying notes to condensed consolidated financial statements. 2 Lennar Corporation and Subsidiaries Condensed Consolidated Balance Sheets – (Continued) (In thousands, except shares and per share amounts) (unaudited) May 31, November 30, 2019 (2) 2018 (2) LIABILITIES AND EQUITY Homebuilding: Accounts payable $ 1,067,984 1,154,782 Liabilities related to consolidated inventory not owned 346,287 175,590 Senior notes and other debts payable 9,390,941 8,543,868 Other liabilities 1,804,956 1,902,658 12,610,168 11,776,898 Financial Services 1,481,006 1,868,202 Multifamily 215,316 170,616 Lennar Other 30,039 67,508 Total liabilities 14,336,529 13,883,224 Stockholders’ equity: Preferred stock — — Class A common stock of $0.10 par value; Authorized: May 31, 2019 and November 30, 2018 - 400,000,000 shares; Issued: May 31, 2019 - 295,034,256 shares and November 30, 2018 - 294,992,562 shares 29,503 29,499 Class B common stock of $0.10 par value; Authorized: May 31, 2019 and November 30, 2018 - 90,000,000 shares; Issued: May 31, 2019 - 39,442,649 shares and November 30, 2018 - 39,442,219 shares 3,944 3,944 Additional paid-in capital 8,529,828 8,496,677 Retained earnings 7,132,908 6,487,650 Treasury stock, at cost; May 31, 2019 - 10,630,966 shares of Class A common stock and 1,699,559 shares of Class B common stock; November 30, 2018 - 8,498,203 shares of Class A common stock and 1,698,424 shares of Class B common stock (537,106) (435,869) Accumulated other comprehensive income (loss) 227 (366) Total stockholders’ equity 15,159,304 14,581,535 Noncontrolling interests 87,231 101,422 Total equity 15,246,535 14,682,957 Total liabilities and equity $ 29,583,064 28,566,181 (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, or any of its subsidiaries, has any obligations. As of May 31, 2019 , total liabilities include $928.9 million related to consolidated VIEs as to which there was no recourse against the Company, of which $17.3 million is included in Homebuilding accounts payable, $370.7 million in Homebuilding senior notes and other debts payable, $346.3 million in Homebuilding liabilities related to consolidated inventory not owned, $1.7 million in Homebuilding other liabilities, $190.6 million in Financial Services liabilities, $1.0 million in Multifamily liabilities and $1.3 million in Lennar Other liabilities. As of November 30, 2018 , total liabilities include $242.5 million related to consolidated VIEs as to which there was no recourse against the Company, of which $11.4 million is included in Homebuilding accounts payable, $51.9 million in Homebuilding senior notes and other debt payable, $175.6 million in Homebuilding liabilities related to consolidated inventory not owned, $2.6 million in Homebuilding other liabilities and $1.0 million in Lennar Other liabilities. See accompanying notes to condensed consolidated financial statements. 3 Lennar Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Dollars in thousands, except per share amounts) (unaudited) Three Months Ended Six Months Ended May 31, May 31, 2019 2018 2019 2018 Revenues: Homebuilding $ 5,195,599 5,063,997 8,819,320 7,726,090 Financial Services 204,216 249,709 347,527 445,796 Multifamily 147,412 117,693 244,806 210,949 Lennar Other 15,663 27,662 19,319 57,017 Total revenues 5,562,890 5,459,061 9,430,972 8,439,852 Costs and expenses: Homebuilding 4,587,259 4,636,063 7,826,094 7,040,096 Financial Services 147,999 193,935 272,338 364,160 Multifamily 148,716 117,186 249,894 214,385 Lennar Other 3,194 21,758 4,816 48,365 Acquisition and integration costs related to CalAtlantic — 23,875 — 128,070 Corporate general and administrative 76,113 84,915 155,456 152,725 Total costs and expenses 4,963,281 5,077,732 8,508,598 7,947,801 Homebuilding equity in earnings (loss) from unconsolidated entities 19,614 (12,670) 5,858 (26,798) Homebuilding other income (expense), net (1) (46,165) 9,879 (47,700) 179,874 Multifamily equity in earnings (loss) from unconsolidated entities and other gain (3,018) 14,281 7,563 17,023 Lennar Other equity in earnings (loss) from unconsolidated entities (4,978) 4,560 3,352 13,515 Lennar Other expense, net (5,663) (6,569) (12,924) (15,427) Earnings before income taxes 559,399 390,810 878,523 660,238 Provision for income taxes (2) (140,530) (75,961) (220,230) (208,572) Net earnings (including net earnings (loss) attributable to noncontrolling interests)
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