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Delaware
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95-4337490
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
|
ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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|
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.
¨
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||||
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August 31,
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November 30,
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|||
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2018 (1)
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2017 (1)
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ASSETS
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|||
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Lennar Homebuilding:
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Cash and cash equivalents
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$
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Restricted cash
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Receivables, net
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Inventories:
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|||
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Finished homes and construction in progress
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Land and land under development
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Consolidated inventory not owned
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Total inventories
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Investments in unconsolidated entities
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Goodwill
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Other assets
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Lennar Financial Services
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Rialto
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Lennar Multifamily
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Total assets
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$
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(1)
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August 31,
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November 30,
|
|||
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2018 (2)
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2017 (2)
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|||
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LIABILITIES AND EQUITY
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|||
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Lennar Homebuilding:
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|||
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Accounts payable
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$
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Liabilities related to consolidated inventory not owned
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Senior notes and other debts payable
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Other liabilities
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Lennar Financial Services
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Rialto
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Lennar Multifamily
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Total liabilities
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Stockholders’ equity:
|
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|
|||
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Preferred stock
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Class A common stock of $0.10 par value; Authorized: August 31, 2018 - 400,000,000 and November 30, 2017 - 300,000,000 shares; Issued: August 31, 2018 - 294,978,478 shares and November 30, 2017 - 205,429,942 shares
|
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Class B common stock of $0.10 par value; Authorized: August 31, 2018 and November 30, 2017 - 90,000,000 shares; Issued: August 31, 2018 - 39,442,093 shares and November 30, 2017 - 37,687,505 shares
|
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|
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|
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Additional paid-in capital
|
|
|
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|
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Retained earnings
|
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|
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Treasury stock, at cost; August 31, 2018 - 2,437,654 shares of Class A common stock and 1,697,699 shares of Class B common stock; November 30, 2017 - 1,473,590 shares of Class A common stock and 1,679,650 shares of Class B common stock
|
(
|
)
|
|
(
|
)
|
|
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Accumulated other comprehensive income (loss)
|
(
|
)
|
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|
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|
|
Total stockholders’ equity
|
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|
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|
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Noncontrolling interests
|
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Total equity
|
|
|
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|
|
|
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Total liabilities and equity
|
$
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|
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|
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(2)
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Three Months Ended
|
|
Nine Months Ended
|
|||||||||
|
|
August 31,
|
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August 31,
|
|||||||||
|
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2018
|
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2017
|
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2018
|
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2017
|
|||||
|
Revenues:
|
|
|
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|
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|
|||||
|
Lennar Homebuilding
|
$
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|
|
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Lennar Financial Services
|
|
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Rialto
|
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|
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|
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|
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|
|
Lennar Multifamily
|
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|
|
|
|
|
|
|
|
|
|
|
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Total revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
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Costs and expenses:
|
|
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|
|||||
|
Lennar Homebuilding
|
|
|
|
|
|
|
|
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|
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|
Lennar Financial Services
|
|
|
|
|
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|
|
Rialto
|
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|
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Lennar Multifamily
|
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Acquisition and integration costs related to CalAtlantic
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Corporate general and administrative
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Total costs and expenses
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Lennar Homebuilding equity in loss from unconsolidated entities
|
(
|
)
|
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(
|
)
|
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(
|
)
|
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(
|
)
|
|
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Lennar Homebuilding other income, net
|
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Lennar Homebuilding loss due to litigation
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(
|
)
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|
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Rialto equity in earnings from unconsolidated entities
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Rialto other expense, net
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(
|
)
|
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(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
Lennar Multifamily equity in earnings (loss) from unconsolidated entities
|
(
|
)
|
|
|
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|
|
|
|
|
|
|
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Earnings before income taxes
|
|
|
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|
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|
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|
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Provision for income taxes (1)
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
Net earnings (including net earnings (loss) attributable to noncontrolling interests)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Net earnings (loss) attributable to noncontrolling interests
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Net earnings attributable to Lennar
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|||||
|
Net unrealized gain (loss) on securities available-for-sale
|
$
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|
Reclassification adjustments for (gains) losses included in earnings, net of tax
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Total other comprehensive income (loss), net of tax
|
$
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|
Total comprehensive income attributable to Lennar
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss) attributable to noncontrolling interests
|
$
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
Basic earnings per share (2)
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share (2)
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends per each Class A and Class B common share
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(2)
|
|
|
|
Nine Months Ended
|
|||||
|
|
August 31,
|
|||||
|
|
2018
|
|
2017
|
|||
|
Cash flows from operating activities:
|
|
|
|
|||
|
Net earnings (including net earnings (loss) attributable to noncontrolling interests)
|
$
|
|
|
|
|
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|||
|
Depreciation and amortization
|
|
|
|
|
|
|
|
Amortization of discount/premium and accretion on debt, net
|
(
|
)
|
|
|
|
|
|
Equity in loss (earnings) from unconsolidated entities
|
|
|
|
(
|
)
|
|
|
Distributions of earnings from unconsolidated entities
|
|
|
|
|
|
|
|
Share-based compensation expense
|
|
|
|
|
|
|
|
Excess tax benefits from share-based awards
|
|
|
|
(
|
)
|
|
|
Deferred income tax (benefit) expense
|
|
|
|
(
|
)
|
|
|
Gain on sale of operating properties and equipment
|
(
|
)
|
|
|
|
|
|
Gain on sale of interest in unconsolidated entity
|
(
|
)
|
|
|
|
|
|
Unrealized and realized gains on real estate owned
|
(
|
)
|
|
(
|
)
|
|
|
Impairments of loans receivable, loans held-for-sale and real estate owned
|
|
|
|
|
|
|
|
Valuation adjustments and write-offs of option deposits and pre-acquisition costs
|
|
|
|
|
|
|
|
Changes in assets and liabilities:
|
|
|
|
|||
|
Decrease in restricted cash
|
|
|
|
|
|
|
|
(Increase) decrease in receivables
|
(
|
)
|
|
|
|
|
|
Increase in inventories, excluding valuation adjustments and write-offs of option deposits and pre-acquisition costs
|
(
|
)
|
|
(
|
)
|
|
|
Increase in other assets
|
(
|
)
|
|
(
|
)
|
|
|
Decrease in loans held-for-sale
|
|
|
|
|
|
|
|
Increase in accounts payable and other liabilities
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|||
|
Net additions of operating properties and equipment
|
(
|
)
|
|
(
|
)
|
|
|
Proceeds from the sale of operating properties and equipment
|
|
|
|
|
|
|
|
Proceeds from sale of investment in unconsolidated entity
|
|
|
|
|
|
|
|
Investments in and contributions to unconsolidated entities
|
(
|
)
|
|
(
|
)
|
|
|
Distributions of capital from unconsolidated entities
|
|
|
|
|
|
|
|
Proceeds from sales of real estate owned
|
|
|
|
|
|
|
|
Receipts of principal payment on loans held-for-sale
|
|
|
|
|
|
|
|
Receipts of principal payments on loans receivable and other
|
|
|
|
|
|
|
|
Originations of loans receivable
|
|
|
|
(
|
)
|
|
|
Purchases of commercial mortgage-backed securities bonds
|
(
|
)
|
|
(
|
)
|
|
|
Acquisitions, net of cash acquired
|
(
|
)
|
|
(
|
)
|
|
|
Increase in Lennar Financial Services loans held-for-investment, net
|
(
|
)
|
|
(
|
)
|
|
|
Purchases of Lennar Financial Services investment securities
|
(
|
)
|
|
(
|
)
|
|
|
Proceeds from maturities/sales of Lennar Financial Services investments securities
|
|
|
|
|
|
|
|
Decrease (increase) in restricted cash for investments
|
|
|
|
(
|
)
|
|
|
Other payments, net
|
(
|
)
|
|
(
|
)
|
|
|
Net cash used in investing activities
|
$
|
(
|
)
|
|
(
|
)
|
|
|
Nine Months Ended
|
|||||
|
|
August 31,
|
|||||
|
|
2018
|
|
2017
|
|||
|
Cash flows from financing activities:
|
|
|
|
|||
|
Net borrowings under revolving lines of credit
|
$
|
|
|
|
|
|
|
Net repayments under warehouse facilities
|
(
|
)
|
|
(
|
)
|
|
|
Proceeds from senior notes
|
|
|
|
|
|
|
|
Debt issuance costs
|
(
|
)
|
|
(
|
)
|
|
|
Redemption of senior notes
|
(
|
)
|
|
(
|
)
|
|
|
Conversions and exchanges on convertible senior notes
|
(
|
)
|
|
|
|
|
|
Proceeds from Rialto notes payable
|
|
|
|
|
|
|
|
Principal payments on Rialto senior notes and other notes payable
|
(
|
)
|
|
(
|
)
|
|
|
Proceeds from other borrowings
|
|
|
|
|
|
|
|
Principal payments on other borrowings
|
(
|
)
|
|
(
|
)
|
|
|
Payments related to other liabilities
|
(
|
)
|
|
|
|
|
|
Receipts related to noncontrolling interests
|
|
|
|
|
|
|
|
Payments related to noncontrolling interests
|
(
|
)
|
|
(
|
)
|
|
|
Excess tax benefits from share-based awards
|
|
|
|
|
|
|
|
Common stock:
|
|
|
|
|||
|
Issuances
|
|
|
|
|
|
|
|
Repurchases
|
(
|
)
|
|
(
|
)
|
|
|
Dividends
|
(
|
)
|
|
(
|
)
|
|
|
Net cash provided by (used in) financing activities
|
(
|
)
|
|
|
|
|
|
Net decrease in cash and cash equivalents
|
(
|
)
|
|
(
|
)
|
|
|
Cash and cash equivalents at beginning of period
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
$
|
|
|
|
|
|
|
Summary of cash and cash equivalents:
|
|
|
|
|||
|
Lennar Homebuilding
|
$
|
|
|
|
|
|
|
Lennar Financial Services
|
|
|
|
|
|
|
|
Rialto
|
|
|
|
|
|
|
|
Lennar Multifamily
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
Supplemental disclosures of non-cash investing and financing activities:
|
|
|
|
|||
|
Lennar Homebuilding and Lennar Multifamily:
|
|
|
|
|||
|
Non-cash contributions to unconsolidated entities
|
$
|
|
|
|
|
|
|
Purchases of inventories and other assets financed by sellers
|
$
|
|
|
|
|
|
|
Conversions and exchanges on convertible senior notes
|
$
|
|
|
|
|
|
|
Equity component of acquisition consideration
|
$
|
|
|
|
|
|
|
Consolidation/deconsolidation of unconsolidated/consolidated entities, net:
|
|
|
|
|||
|
Inventories
|
$
|
|
|
|
|
|
|
Receivables
|
$
|
|
|
|
|
|
|
Investments in unconsolidated entities
|
$
|
(
|
)
|
|
|
|
|
Other liabilities
|
$
|
(
|
)
|
|
|
|
|
(1)
|
|
|
(2)
|
|
|
(Dollars in thousands)
|
|
||
|
CalAtlantic shares of common stock outstanding
|
|
|
|
|
CalAtlantic shares electing cash conversion
|
|
|
|
|
CalAtlantic shares exchanged
|
|
|
|
|
Exchange ratio for Class A common stock
|
|
|
|
|
Exchange ratio for Class B common stock
|
|
|
|
|
Number of shares of Lennar Class A common stock issued in exchange
|
|
|
|
|
Number of shares of Lennar Class B common stock issued in exchange (due to Class B common stock dividend)
|
|
|
|
|
|
|
||
|
Consideration attributable to Class A common stock
|
$
|
|
|
|
Consideration attributable to Class B common stock
|
|
|
|
|
Consideration attributable to equity awards that convert upon change of control
|
|
|
|
|
Consideration attributable to cash including fractional shares
|
|
|
|
|
Total purchase price
|
$
|
|
|
|
(In thousands)
|
|
||
|
ASSETS
|
|
||
|
Homebuilding:
|
|
||
|
Cash and cash equivalents, restricted cash and receivables, net
|
$
|
|
|
|
Inventories
|
|
|
|
|
Intangible asset (1)
|
|
|
|
|
Investments in unconsolidated entities
|
|
|
|
|
Goodwill (2)
|
|
|
|
|
Other assets
|
|
|
|
|
Total Homebuilding assets
|
|
|
|
|
Financial Services (2)
|
|
|
|
|
Total assets
|
|
|
|
|
LIABILITIES
|
|
||
|
Homebuilding:
|
|
||
|
Accounts payable
|
|
|
|
|
Senior notes payable and other debts
|
|
|
|
|
Other liabilities (3)
|
|
|
|
|
Total Homebuilding liabilities
|
|
|
|
|
Financial Services
|
|
|
|
|
Total liabilities
|
|
|
|
|
Noncontrolling interests (4)
|
|
|
|
|
Total purchase price
|
$
|
|
|
|
(1)
|
Intangible asset includes trade name. The amortization period for the trade name is approximately
|
|
(2)
|
Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed, and it is generally not deductible for income tax purposes. As of the merger date, goodwill consisted primarily of expected greater efficiencies and opportunities due to increased concentration of local market share, reduced general and administrative costs and reduced homebuilding costs resulting from the merger and cost savings as a result of additional homebuilding and non-homebuilding synergies. The assignment of goodwill among the Company's reporting segments has not been completed yet, however, a provisional amount of goodwill of approximately
$
|
|
(3)
|
Other liabilities includes contingencies assumed at the Merger date, which includes warranty and legal reserves. Warranty reserves for homes are established at an amount estimated to be adequate to cover potential costs for materials and labor with regard to warranty-type claims expected to be incurred subsequent to the delivery of a home. Warranty reserves are determined based on historical data and trends with respect to similar product types and geographical areas. Consistent with ASC 450,
Contingencies,
legal reserves are
|
|
(4)
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||
|
|
August 31,
|
|
August 31,
|
|||||||||
|
(Dollars in thousands, except per share amounts)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||
|
Revenues from home sales
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (1)
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|||||
|
Basic
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Net earnings for the three and
nine months ended August 31, 2018
include a pre-tax impact from acquisition and integration costs related to CalAtlantic of
$
|
|
(In thousands)
|
|
||
|
ASSETS
|
|
||
|
Cash and cash equivalents, restricted cash and receivables, net
|
$
|
|
|
|
Inventories
|
|
|
|
|
Intangible assets (1)
|
|
|
|
|
Goodwill (2)
|
|
|
|
|
Deferred tax assets, net
|
|
|
|
|
Other assets
|
|
|
|
|
Total assets
|
|
|
|
|
LIABILITIES
|
|
||
|
Accounts payable
|
|
|
|
|
Senior notes and other debts payable
|
|
|
|
|
Other liabilities
|
|
|
|
|
Total liabilities
|
|
|
|
|
Total purchase price
|
$
|
|
|
|
(1)
|
Intangible assets include non-compete agreements and a trade name. The amortization period for these intangible assets was
|
|
(2)
|
|
|
(3)
|
Operating and Reporting Segments
|
|
(In thousands)
|
August 31,
2018 |
|
November 30,
2017 |
|||
|
Assets:
|
|
|
|
|||
|
Homebuilding East
|
$
|
|
|
|
|
|
|
Homebuilding Central
|
|
|
|
|
|
|
|
Homebuilding West
|
|
|
|
|
|
|
|
Homebuilding Other
|
|
|
|
|
|
|
|
Lennar Financial Services
|
|
|
|
|
|
|
|
Rialto
|
|
|
|
|
|
|
|
Lennar Multifamily
|
|
|
|
|
|
|
|
Corporate and unallocated (1)
|
|
|
|
|
|
|
|
Total assets
|
$
|
|
|
|
|
|
|
Lennar Homebuilding goodwill (1)
|
$
|
|
|
|
|
|
|
Lennar Financial Services goodwill (1)
|
$
|
|
|
|
|
|
|
Rialto goodwill
|
$
|
|
|
|
|
|
|
(1)
|
In connection with the CalAtlantic acquisition, the Company recorded a provisional amount of homebuilding goodwill of
$
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||
|
|
August 31,
|
|
August 31,
|
|||||||||
|
(In thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||
|
Revenues:
|
|
|
|
|
|
|
|
|||||
|
Homebuilding East
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Homebuilding Central
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Homebuilding West
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Homebuilding Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lennar Financial Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rialto
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lennar Multifamily
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues (1)
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating earnings (loss) (2):
|
|
|
|
|
|
|
|
|||||
|
Homebuilding East (3)
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Homebuilding Central
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Homebuilding West (4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Homebuilding Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lennar Financial Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rialto
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Lennar Multifamily
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total operating earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition and integration costs related to CalAtlantic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate general and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Total revenues were net of sales incentives of
$
|
|
(2)
|
All homebuilding segments and Homebuilding Other were impacted by purchase accounting adjustments for the
three and nine months ended August 31, 2018
.
|
|
(3)
|
Homebuilding East operating earnings for the
nine months ended August 31, 2017
included a
$
|
|
(4)
|
|
|
(4)
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||
|
|
August 31,
|
|
August 31,
|
|||||||||
|
(In thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||
|
Revenues
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) of unconsolidated entities
|
$
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
Lennar Homebuilding equity in loss from unconsolidated entities
|
$
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(1)
|
During the
nine months ended August 31, 2018
, other income was primarily due to FivePoint Holdings, LLC ("FivePoint") recording income resulting from the Tax Cuts and Jobs Act of 2017’s reduction in its corporate tax rate to reduce its liability pursuant to its tax receivable agreement (“TRA Liability”) with its non-controlling interests. However, the Company has a
|
|
(In thousands)
|
August 31,
2018 |
|
November 30,
2017 |
|||
|
Assets:
|
|
|
|
|||
|
Cash and cash equivalents
|
$
|
|
|
|
|
|
|
Inventories
|
|
|
|
|
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
Liabilities and equity:
|
|
|
|
|||
|
Accounts payable and other liabilities
|
$
|
|
|
|
|
|
|
Debt (1)
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
(1)
|
|
|
(Dollars in thousands)
|
August 31,
2018 |
|
November 30,
2017 |
|||
|
Non-recourse bank debt and other debt (partner’s share of several recourse)
|
$
|
|
|
|
|
|
|
Non-recourse land seller debt and other debt
|
|
|
|
|
|
|
|
Non-recourse debt with completion guarantees
|
|
|
|
|
|
|
|
Non-recourse debt without completion guarantees (1)
|
|
|
|
|
|
|
|
Non-recourse debt to the Company
|
|
|
|
|
|
|
|
The Company’s maximum recourse exposure (2)
|
|
|
|
|
|
|
|
Debt issuance costs
|
(
|
)
|
|
(
|
)
|
|
|
Total debt
|
$
|
|
|
|
|
|
|
The Company’s maximum recourse exposure as a % of total JV debt
|
|
%
|
|
|
%
|
|
|
(1)
|
The increase in non-recourse debt without completion guarantees was primarily related to
$
|
|
(2)
|
|
|
(5)
|
Stockholders' Equity
|
|
|
|
|
Stockholders’ Equity
|
|
|
|||||||||||||||||||
|
(In thousands)
|
Total
Equity
|
|
Class A
Common Stock |
|
Class B
Common Stock |
|
Additional
Paid - in Capital |
|
Treasury
Stock
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained
Earnings
|
|
Noncontrolling
Interests
|
|||||||||
|
Balance at November 30, 2017
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
Net earnings (including net earnings attributable to noncontrolling interests)
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Employee stock and directors plans
|
(
|
)
|
|
|
|
|
—
|
|
|
|
|
|
(
|
)
|
|
—
|
|
|
|
|
|
—
|
|
|
|
Stock issuance in connection with CalAtlantic acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Conversions of convertible senior notes to Class A common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Amortization of restricted stock
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Cash dividends
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
|
Receipts related to noncontrolling interests
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
Payments related to noncontrolling interests
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
|
Non-cash activity related to noncontrolling interests
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
Total other comprehensive loss, net of tax
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
|
Balance at August 31, 2018
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity
|
|
|
|||||||||||||||||||
|
(In thousands)
|
Total
Equity
|
|
Class A
Common Stock |
|
Class B
Common Stock |
|
Additional
Paid - in Capital |
|
Treasury
Stock
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained
Earnings
|
|
Noncontrolling
Interests
|
|||||||||
|
Balance at November 30, 2016
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
Net earnings (including net loss attributable to noncontrolling interests)
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
(
|
)
|
|
|
Employee stock and directors plans
|
(
|
)
|
|
|
|
|
—
|
|
|
|
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Tax benefit from employee stock plans, vesting of restricted stock and conversions of convertible senior notes
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Amortization of restricted stock
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Cash dividends
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
|
Receipts related to noncontrolling interests
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
Payments related to noncontrolling interests
|
(
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
|
Non-cash activity to noncontrolling interests
|
(
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
|
Total other comprehensive income, net of tax
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
|
Balance at August 31, 2017
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
(6)
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||
|
|
August 31,
|
|
August 31,
|
|||||||||
|
(Dollars in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||
|
Provision for income taxes
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate (1)
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
(1)
|
For the
three months ended August 31, 2018
, the effective tax rate included tax benefits for tax accounting method changes implemented during the third quarter, energy credits and the domestic production activities deduction. For the
nine months ended August 31, 2018
, the effective tax rate included a non-cash one-time write down of the deferred tax assets due to the enactment of the Tax Cuts and Jobs Act, offset primarily by tax accounting method changes, energy tax credits and tax benefits for the domestic production activities deduction. Excluding the one-time non-cash deferred tax asset write down of
$
|
|
(7)
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||
|
|
August 31,
|
|
August 31,
|
|||||||||
|
(In thousands, except per share amounts)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||
|
Numerator:
|
|
|
|
|
|
|
|
|||||
|
Net earnings attributable to Lennar
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: distributed earnings allocated to nonvested shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: undistributed earnings allocated to nonvested shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator for basic earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: net amount attributable to noncontrolling interests in Rialto's Carried Interest Incentive Plan (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plus: interest on convertible senior notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plus: undistributed earnings allocated to convertible shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator for diluted earnings per share
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|||||
|
Denominator for basic earnings per share - weighted average common shares outstanding (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|||||
|
Shared based payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible senior notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted earnings per share - weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share (2)
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share (2)
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The amounts presented relate to Rialto's Carried Interest Incentive Plan adopted in June 2015 (see Note 9) and represent the difference between the advanced tax distributions received by Rialto's subsidiary and the amount Lennar, as the parent company, is assumed to own.
|
|
(2)
|
|
|
(8)
|
Lennar Financial Services Segment
|
|
(In thousands)
|
August 31,
2018 |
|
November 30,
2017 |
|||
|
Assets:
|
|
|
|
|||
|
Cash and cash equivalents
|
$
|
|
|
|
|
|
|
Restricted cash
|
|
|
|
|
|
|
|
Receivables, net (1)
|
|
|
|
|
|
|
|
Loans held-for-sale (2)
|
|
|
|
|
|
|
|
Loans held-for-investment, net
|
|
|
|
|
|
|
|
Investments held-to-maturity
|
|
|
|
|
|
|
|
Investments available-for-sale (3)
|
|
|
|
|
|
|
|
Goodwill (4)
|
|
|
|
|
|
|
|
Other assets (5)
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|||
|
Notes and other debts payable
|
$
|
|
|
|
|
|
|
Other liabilities (6)
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
(1)
|
Receivables, net primarily related to loans sold to investors for which the Company had not yet been paid as of
August 31, 2018
and
November 30, 2017
, respectively.
|
|
(2)
|
Loans held-for-sale related to unsold loans carried at fair value.
|
|
(3)
|
Investments available-for-sale are carried at fair value with changes in fair value recorded as a component of accumulated other comprehensive income (loss) on the condensed consolidated balance sheet.
|
|
(4)
|
As of
August 31, 2018
, goodwill included
$
|
|
(5)
|
As of
August 31, 2018
and
November 30, 2017
, other assets included mortgage loan commitments carried at fair value of
$
|
|
(6)
|
|
|
(In thousands)
|
Maximum Aggregate Commitment
|
||
|
364-day warehouse repurchase facility that matures September 2018 (1)
|
$
|
|
|
|
364-day warehouse repurchase facility that matures December 2018 (2)
|
|
|
|
|
364-day warehouse repurchase facility that matures March 2019 (3)
|
|
|
|
|
364-day warehouse repurchase facility that matures June 2019
|
|
|
|
|
Total
|
$
|
|
|
|
(1)
|
Subsequent to
August 31, 2018
, the warehouse repurchase facility was extended to November 2018.
|
|
(2)
|
Maximum aggregate commitment includes an uncommitted amount of
$
|
|
(3)
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||
|
|
August 31,
|
|
August 31,
|
|||||||||
|
(In thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||
|
Loan origination liabilities, beginning of period
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to pre-existing provision for losses from changes in estimates
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Origination liabilities assumed related to CalAtlantic acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments/settlements
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
Loan origination liabilities, end of period
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
(9)
|
|
|
(In thousands)
|
August 31,
2018 |
|
November 30,
2017 |
|||
|
Assets:
|
|
|
|
|||
|
Cash and cash equivalents
|
$
|
|
|
|
|
|
|
Restricted cash (1)
|
|
|
|
|
|
|
|
Loans held-for-sale (2)
|
|
|
|
|
|
|
|
Real estate owned, net
|
|
|
|
|
|
|
|
Investments in unconsolidated entities
|
|
|
|
|
|
|
|
Investments held-to-maturity
|
|
|
|
|
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|||
|
Notes and other debts payable (3)
|
$
|
|
|
|
|
|
|
Other liabilities
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
(1)
|
As of
August 31, 2018
and
November 30, 2017
, restricted cash primarily consisted of upfront deposits and application fees RMF receives before originating loans and is recognized as income once the loan has been originated, as well as cash held in escrow by the Company’s loan servicer provider on behalf of customers and lenders and is disbursed in accordance with agreements between the transacting parties.
|
|
(2)
|
Loans held-for-sale primarily related to unsold loans originated by RMF carried at fair value.
|
|
(3)
|
|
|
(In thousands)
|
Maximum Aggregate Commitment
|
||
|
364-day warehouse repurchase facility that matures November 2018
|
$
|
|
|
|
364-day warehouse repurchase facility that matures December 2018 (extended from October 2018)
|
|
|
|
|
364-day warehouse repurchase facility that matures December 2018
|
|
|
|
|
364-day warehouse repurchase facility that matures December 2019
|
|
|
|
|
Total - Loan origination and securitization business (RMF)
|
$
|
|
|
|
Warehouse repurchase facility that matures December 2018 (one year extensions) (1)
|
|
|
|
|
Total
|
$
|
|
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
August 31,
2018 |
|
August 31,
2018 |
|
November 30,
2017 |
|||||||||||
|
(Dollars in thousands)
|
Inception Year
|
|
Equity Commitments
|
|
Equity Commitments Called
|
|
Commitment to Fund by the Company
|
|
Funds Contributed by the Company
|
|
Investment
|
|||||||||||||
|
Rialto Real Estate Fund, LP
|
2010
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
Rialto Real Estate Fund II, LP
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Rialto Mezzanine Partners Fund, LP
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Rialto Capital CMBS Funds
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Rialto Real Estate Fund III
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Rialto Credit Partnership, LP
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Other investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
||||||||
|
(In thousands)
|
August 31,
2018 |
|
November 30,
2017 |
|||
|
Assets:
|
|
|
|
|||
|
Cash and cash equivalents
|
$
|
|
|
|
|
|
|
Loans receivable
|
|
|
|
|
|
|
|
Real estate owned
|
|
|
|
|
|
|
|
Investment securities
|
|
|
|
|
|
|
|
Investments in partnerships
|
|
|
|
|
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
Liabilities and equity:
|
|
|
|
|||
|
Accounts payable and other liabilities
|
$
|
|
|
|
|
|
|
Notes payable (1)
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
(1)
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||
|
|
August 31,
|
|
August 31,
|
|||||||||
|
(In thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||
|
Revenues
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense), net (1)
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Net earnings of unconsolidated entities
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Rialto equity in earnings from unconsolidated entities
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(10
|
Lennar Multifamily Segment
|
|
(In thousands)
|
August 31,
2018 |
|
November 30,
2017 |
|||
|
Assets:
|
|
|
|
|||
|
Cash and cash equivalents
|
$
|
|
|
|
|
|
|
Receivables (1)
|
|
|
|
|
|
|
|
Land under development
|
|
|
|
|
|
|
|
Investments in unconsolidated entities
|
|
|
|
|
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|||
|
Accounts payable and other liabilities
|
$
|
|
|
|
|
|
|
(1)
|
|
|
(In thousands)
|
August 31,
2018 |
|
November 30,
2017 |
|||
|
Assets:
|
|
|
|
|||
|
Cash and cash equivalents
|
$
|
|
|
|
|
|
|
Operating properties and equipment
|
|
|
|
|
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
Liabilities and equity:
|
|
|
|
|||
|
Accounts payable and other liabilities
|
$
|
|
|
|
|
|
|
Notes payable (1)
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
(1)
|
Notes payable are net of debt issuance costs of
$
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||
|
|
August 31,
|
|
August 31,
|
|||||||||
|
(In thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||
|
Revenues
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) of unconsolidated entities
|
$
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
Lennar Multifamily equity in earnings (loss) from unconsolidated entities (1)
|
$
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(11)
|
|
|
(Dollars in thousands)
|
August 31,
2018 |
|
November 30,
2017 |
|||
|
Unsecured revolving credit facility
|
$
|
|
|
|
|
|
|
4.125% senior notes due December 2018
|
|
|
|
|
|
|
|
0.25% convertible senior notes due 2019
|
|
|
|
|
|
|
|
4.500% senior notes due 2019
|
|
|
|
|
|
|
|
4.50% senior notes due 2019
|
|
|
|
|
|
|
|
6.625% senior notes due 2020 (1)
|
|
|
|
|
|
|
|
2.95% senior notes due 2020
|
|
|
|
|
|
|
|
8.375% senior notes due 2021 (1)
|
|
|
|
|
|
|
|
4.750% senior notes due 2021
|
|
|
|
|
|
|
|
6.25% senior notes due December 2021 (1)
|
|
|
|
|
|
|
|
4.125% senior notes due 2022
|
|
|
|
|
|
|
|
5.375% senior notes due 2022 (1)
|
|
|
|
|
|
|
|
4.750% senior notes due 2022
|
|
|
|
|
|
|
|
4.875% senior notes due December 2023
|
|
|
|
|
|
|
|
4.500% senior notes due 2024
|
|
|
|
|
|
|
|
5.875% senior notes due 2024 (1)
|
|
|
|
|
|
|
|
4.750% senior notes due 2025
|
|
|
|
|
|
|
|
5.25% senior notes due 2026 (1)
|
|
|
|
|
|
|
|
5.00% senior notes due 2027 (1)
|
|
|
|
|
|
|
|
4.75% senior notes due 2027
|
|
|
|
|
|
|
|
6.95% senior notes due 2018
|
|
|
|
|
|
|
|
Mortgage notes on land and other debt
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
(1)
|
These notes were obligations of CalAtlantic when it was acquired, and were subsequently exchanged in part for notes of Lennar Corporation as follows:
$
|
|
(13)
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||
|
|
August 31,
|
|
August 31,
|
|||||||||
|
(In thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||
|
Warranty reserve, beginning of the period
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Warranties issued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to pre-existing warranties from changes in estimates (1)
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Warranties assumed related to acquisitions
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Payments
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
Warranty reserve, end of period
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(14)
|
|
|
(15)
|
|
|
|
|
|
August 31, 2018
|
|
November 30, 2017
|
|||||||||
|
(In thousands)
|
Fair Value
Hierarchy
|
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
|||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|||||
|
Rialto:
|
|
|
|
|
|
|
|
|
|
|||||
|
Investments held-to-maturity
|
Level 3
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Lennar Financial Services:
|
|
|
|
|
|
|
|
|
|
|||||
|
Loans held-for-investment, net
|
Level 3
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments held-to-maturity
|
Level 2
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|||||
|
Lennar Homebuilding senior notes and other debts payable
|
Level 2
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Rialto notes payable and other debts payable
|
Level 2
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Lennar financial services notes and other debts payable
|
Level 2
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Fair Value
Hierarchy
|
|
Fair Value at
August 31, 2018 |
|
Fair Value at
November 30, 2017 |
|||
|
Rialto Financial Assets:
|
|
|
|
|
|
|||
|
RMF loans held-for-sale (1)
|
Level 3
|
|
$
|
|
|
|
|
|
|
Lennar Financial Services Assets (Liabilities):
|
|
|
|
|
|
|||
|
Loans held-for-sale (2)
|
Level 2
|
|
$
|
|
|
|
|
|
|
Investments available-for-sale
|
Level 1
|
|
$
|
|
|
|
|
|
|
Mortgage loan commitments
|
Level 2
|
|
$
|
|
|
|
|
|
|
Forward contracts
|
Level 2
|
|
$
|
(
|
)
|
|
|
|
|
Mortgage servicing rights
|
Level 3
|
|
$
|
|
|
|
|
|
|
(1)
|
The aggregate fair value of Rialto loans held-for-sale of
$
|
|
(2)
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||
|
|
August 31,
|
|
August 31,
|
|||||||||
|
(In thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||
|
Changes in fair value included in Lennar Financial Services revenues:
|
|
|
|
|
|
|
|
|||||
|
Loans held-for-sale
|
$
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
Mortgage loan commitments
|
$
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
Forward contracts
|
$
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
Investments available-for-sale
|
$
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
Changes in fair value included in other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|||||
|
Lennar Financial Services investment available-for-sale
|
$
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Three Months Ended August 31,
|
|||||||||||
|
|
2018
|
|
2017
|
|||||||||
|
|
Lennar Financial Services
|
|
Rialto
|
|
Lennar Financial Services
|
|
Rialto
|
|||||
|
(In thousands)
|
Mortgage servicing rights
|
|
RMF loans held-for-sale
|
|
Mortgage servicing rights
|
|
RMF loans held-for-sale
|
|||||
|
Beginning balance
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases/loan originations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales/loan originations sold, including those not settled
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Disposals/settlements
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Changes in fair value (1)
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
Interest and principal paydowns
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
Ending balance
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended August 31,
|
|||||||||||
|
|
2018
|
|
2017
|
|||||||||
|
|
Lennar Financial Services
|
|
Rialto
|
|
Lennar Financial Services
|
|
Rialto
|
|||||
|
(In thousands)
|
Mortgage servicing rights
|
|
RMF loans held-for-sale
|
|
Mortgage servicing rights
|
|
RMF loans held-for-sale
|
|||||
|
Beginning balance
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases/loan originations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales/loan originations sold, including those not settled
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Disposals/settlements
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
Changes in fair value (1)
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Interest and principal paydowns
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Ending balance
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Changes in fair value for Rialto loans held-for-sale and Lennar Financial Services mortgage servicing rights are included in Rialto's and Lennar Financial Services' revenues, respectively.
|
|
|
|
|
Three Months Ended August 31,
|
|||||||||||||||||
|
|
|
|
2018
|
|
2017
|
|||||||||||||||
|
(In thousands)
|
Fair Value
Hierarchy
|
|
Carrying Value
|
|
Fair Value
|
|
Total Losses, Net (1)
|
|
Carrying Value
|
|
Fair Value
|
|
Total Gains (Losses), Net (1)
|
|||||||
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Rialto:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
FDIC Portfolios loans held-for-sale
|
Level 3
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
Non-financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Lennar Homebuilding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Land and land under development (2)
|
Level 3
|
|
$
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
Rialto:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
REO, net (3):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Upon acquisition/transfer
|
Level 3
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upon management periodic valuations
|
Level 3
|
|
$
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
Nine Months Ended August 31,
|
|||||||||||||||||
|
|
|
|
2018
|
|
2017
|
|||||||||||||||
|
(In thousands)
|
Fair Value
Hierarchy
|
|
Carrying Value
|
|
Fair Value
|
|
Total Losses, Net (1)
|
|
Carrying Value
|
|
Fair Value
|
|
Total Losses, Net (1)
|
|||||||
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Rialto:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Impaired loans receivable
|
Level 3
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
FDIC Portfolios loans held-for-sale
|
Level 3
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
Non-financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Lennar Homebuilding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Finished homes and construction in progress (2)
|
Level 3
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
Land and land under development (2)
|
Level 3
|
|
$
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
Rialto:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
REO, net (3):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Upon acquisition/transfer
|
Level 3
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
Upon management periodic valuations
|
Level 3
|
|
$
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
(1)
|
Represents losses due to valuation adjustments, write-offs, gains (losses) from transfers or acquisitions of real estate through foreclosure and REO impairments recorded during the
three and nine months ended August 31, 2018
and
2017
.
|
|
(2)
|
Valuation adjustments were included in Lennar Homebuilding costs and expenses in the Company's condensed consolidated statement of operations for the three and
nine months ended August 31, 2018
and
2017
.
|
|
(3)
|
|
|
|
Nine Months Ended
|
||||||
|
|
August 31, 2018
|
|
August 31, 2017
|
||||
|
Unobservable inputs
|
Range
|
|
Range
|
||||
|
Average selling price
|
$
|
-
|
$
|
|
$
|
-
|
$
|
|
Absorption rate per quarter (homes)
|
|
-
|
|
|
|
-
|
|
|
Discount rate
|
|
|
|
||||
|
(16)
|
|
|
(In thousands)
|
August 31,
2018 |
|
November 30,
2017 |
|||
|
Lennar Homebuilding
|
$
|
|
|
|
|
|
|
Rialto
|
$
|
|
|
|
|
|
|
Lennar Multifamily
|
$
|
|
|
|
|
|
|
(In thousands)
|
Investments in
Unconsolidated VIEs
|
|
Lennar’s Maximum
Exposure to Loss
|
|||
|
Lennar Homebuilding (1)
|
$
|
|
|
|
|
|
|
Rialto (2)
|
|
|
|
|
|
|
|
Lennar Multifamily (3)
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
(In thousands)
|
Investments in
Unconsolidated VIEs
|
|
Lennar’s Maximum
Exposure to Loss
|
|||
|
Lennar Homebuilding (1)
|
$
|
|
|
|
|
|
|
Rialto (2)
|
|
|
|
|
|
|
|
Lennar Multifamily (3)
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
(1)
|
As of both
August 31, 2018
and
November 30, 2017
, the maximum exposure to loss of Lennar Homebuilding’s investments in unconsolidated VIEs was limited to its investments in the unconsolidated VIEs, except with regard to repayment guarantees of unconsolidated entities' debt of
$
|
|
(2)
|
As of both
August 31, 2018
and
November 30, 2017
, the maximum recourse exposure to loss of Rialto’s investments in unconsolidated VIEs was limited to its investments in the unconsolidated VIEs. As of
August 31, 2018
and
November 30, 2017
, investments in unconsolidated VIEs and Lennar’s maximum exposure to loss included
$
|
|
(3)
|
As of
August 31, 2018
, the remaining equity commitment of
$
|
|
(17)
|
|
|
(18)
|
|
|
(19)
|
|
|
(In thousands)
|
Lennar
Corporation |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating Adjustments
|
|
Total
|
||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||
|
Lennar Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||
|
Cash and cash equivalents, restricted cash and receivables, net
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in unconsolidated entities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Investments in subsidiaries
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Intercompany
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Lennar Financial Services
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Rialto
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lennar Multifamily
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
$
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||
|
Lennar Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||
|
Accounts payable and other liabilities
|
$
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
Liabilities related to consolidated inventory not owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior notes and other debts payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intercompany
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Lennar Financial Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rialto
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lennar Multifamily
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Total liabilities and equity
|
$
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(In thousands)
|
Lennar
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating Adjustments
|
|
Total
|
||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||
|
Lennar Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||
|
Cash and cash equivalents, restricted cash and receivables, net
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in unconsolidated entities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Investments in subsidiaries
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Intercompany
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Lennar Financial Services
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Rialto
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lennar Multifamily
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
$
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||
|
Lennar Homebuilding:
|
|
|
|
|
|
|
|
|
|
||||||
|
Accounts payable and other liabilities
|
$
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
Liabilities related to consolidated inventory not owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior notes and other debts payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intercompany
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Lennar Financial Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rialto
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lennar Multifamily
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Stockholders’ equity
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Total liabilities and equity
|
$
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(In thousands)
|
Lennar
Corporation |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating Adjustments
|
|
Total
|
||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||
|
Lennar Homebuilding
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lennar Financial Services
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Rialto
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lennar Multifamily
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
||||||
|
Lennar Homebuilding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lennar Financial Services
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Rialto
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Lennar Multifamily
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition and integration costs related to CalAtlantic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate general and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Lennar Homebuilding equity in earnings (loss) from unconsolidated entities
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
Lennar Homebuilding other income, net
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Rialto equity in earnings from unconsolidated entities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rialto other expense, net
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Lennar Multifamily equity in loss from unconsolidated entities
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Earnings (loss) before income taxes
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit (provision) for income taxes
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Equity in earnings from subsidiaries
|
|
|
|
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
|
Net earnings (including net earnings attributable to noncontrolling interests)
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Less: Net earnings attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings attributable to Lennar
|
$
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
|
|
||||||
|
Net unrealized loss on securities available-for-sale
|
$
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
Reclassification adjustments for loss included in earnings, net of tax
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Total other comprehensive loss, net of tax
|
$
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
Total comprehensive income attributable to Lennar
|
$
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
Total comprehensive income attributable to noncontrolling interests
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Lennar
Corporation |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating Adjustments
|
|
Total
|
||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||
|
Lennar Homebuilding
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lennar Financial Services
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Rialto
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lennar Multifamily
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Total revenues
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
||||||
|
Lennar Homebuilding
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Lennar Financial Services
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Rialto
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Lennar Multifamily
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate general and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Lennar Homebuilding equity in loss from unconsolidated entities
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Lennar Homebuildin
g other income (expense), net
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rialto equity in earnings from unconsolidated entities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rialto other expense, net
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Lennar Multifamily equity in earnings from unconsolidated entities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before income taxes
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit (provision) for income taxes
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Equity in earnings from subsidiaries
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Net earnings (including net loss attributable to noncontrolling interests)
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Less: Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|
|
Net earnings attributable to Lennar
|
$
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
||||||
|
Net unrealized gain on securities available-for-sale
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income, net of tax
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income attributable to Lennar
|
$
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
Total comprehensive loss attributable to noncontrolling interests
|
$
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
(In thousands)
|
Lennar
Corporation |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating Adjustments
|
|
Total
|
||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||
|
Lennar Homebuilding
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lennar Financial Services
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Rialto
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lennar Multifamily
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
||||||
|
Lennar Homebuilding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lennar Financial Services
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Rialto
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Lennar Multifamily
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition and integration costs related to CalAtlantic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate general and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Lennar Homebuilding equity in loss from unconsolidated entities
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
Lennar Homebuilding other income, net
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Rialto equity in earnings from unconsolidated entities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rialto other expense, net
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Lennar Multifamily equity in earnings from unconsolidated entities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before income taxes
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit (provision) for income taxes
|
|
|
|
(
|
)
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|
|
Equity in earnings from subsidiaries
|
|
|
|
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
|
Net earnings (including net earnings attributable to noncontrolling interests)
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
|
Net earnings attributable to Lennar
|
$
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
|
|
||||||
|
Net unrealized loss on securities available-for-sale
|
$
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
Reclassification adjustments for loss included in earnings, net of tax
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Total other comprehensive loss, net of tax
|
$
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
Total comprehensive income attributable to Lennar
|
$
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
Total comprehensive income attributable to noncontrolling interests
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Lennar
Corporation |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Consolidating Adjustments
|
|
Total
|
||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||
|
Lennar Homebuilding
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lennar Financial Services
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Rialto
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lennar Multifamily
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Total revenues
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
||||||
|
Lennar Homebuilding
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Lennar Financial Services
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Rialto
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Lennar Multifamily
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate general and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Lennar Homebuilding equity in loss from unconsolidated entities
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Lennar Homebuilding other income (expense), net
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lennar Homebuilding loss due to litigation
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
Rialto equity in earnings from unconsolidated entities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rialto other expense, net
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Lennar Multifamily equity in earnings from unconsolidated entities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before income taxes
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit (provision) for income taxes
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Equity in earnings from subsidiaries
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Net earnings (including net loss attributable to noncontrolling interests)
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Less: Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|
|
Net earnings attributable to Lennar
|
$
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
||||||
|
Net unrealized gain on securities available-for-sale
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification adjustments for loss included in earnings, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensiv
e earnings
, net of tax
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income attributable to Lennar
|
$
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
Total comprehensive income attributable to noncontrolling interests
|
$
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
(In thousands)
|
Lennar
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating Adjustments
|
|
Total
|
||||||
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||
|
Net earnings (including net earnings attributable to noncontrolling interests)
|
$
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
Distributions of earnings from guarantor and non-guarantor subsidiaries
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Other adjustments to reconcile net earnings (including net earnings attributable to noncontrolling interests) to net cash provided by operating activities
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Net cash provided by operating activities
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||
|
Investments in and contributions to unconsolidated entities, net of distributions of capital
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Proceeds from sales of real estate owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of investment in unconsolidated entity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of commercial mortgage-backed securities bonds
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Acquisition, net of cash acquired
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
Other
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Distributions of capital from guarantor and non-guarantor subsidiaries
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Intercompany
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||
|
Net borrowings (repayments) under unsecured revolving credit facilities
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net repayments under warehouse facilities
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Debt issuance costs
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Redemption of senior notes
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
Conversions and exchanges of convertible senior notes
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
Net payments on other borrowings, other liabilities, Rialto Senior Notes and other notes payable
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Net payments related to noncontrolling interests
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Excess tax benefits from share-based awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock:
|
|
|
|
|
|
|
|
|
|
||||||
|
Issuances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchases
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
Dividends
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Intercompany
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Net cash used in financing activities
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Net increase (decrease) in cash and cash equivalents
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Cash and cash equivalents at beginning of period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Lennar
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidating Adjustments
|
|
Total
|
||||||
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||
|
Net earnings (including net loss attributable to noncontrolling interests)
|
$
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
Distributions of earnings from guarantor and non-guarantor subsidiaries
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Other adjustments to reconcile net earnings (including net loss attributable to noncontrolling interests) to net cash provided by operating activities
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
Net cash provided by operating activities
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||
|
Investments in and contributions to unconsolidated entities, net of distributions of capital
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Proceeds from sales of real estate owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Originations of loans receivable
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Receipts of principal payments on loans held-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of commercial mortgage-backed securities bonds
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Acquisition, net of cash acquired
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Other
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
Distributions of capital from guarantor and non-guarantor subsidiaries
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Intercompany
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||
|
Net repayments under warehouse facilities
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Proceeds from senior notes and debt issuance costs
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
Redemption of senior notes
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
Net proceeds on Rialto notes payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds (payments) on other borrowings
|
—
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net payments related to noncontrolling interests
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Excess tax benefits from share-based awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock:
|
|
|
|
|
|
|
|
|
|
||||||
|
Issuances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchases
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
Dividends
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Intercompany
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
Net decrease in cash and cash equivalents
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
Cash and cash equivalents at beginning of period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||
|
|
August 31,
|
|
August 31,
|
|||||||||
|
(In thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||
|
Lennar Homebuilding revenues:
|
|
|
|
|
|
|
|
|||||
|
Sales of homes
|
$
|
5,223,787
|
|
|
2,847,731
|
|
|
12,858,937
|
|
|
7,701,871
|
|
|
Sales of land
|
61,955
|
|
|
37,464
|
|
|
152,895
|
|
|
87,759
|
|
|
|
Total Lennar Homebuilding revenues
|
5,285,742
|
|
|
2,885,195
|
|
|
13,011,832
|
|
|
7,789,630
|
|
|
|
Lennar Homebuilding costs and expenses:
|
|
|
|
|
|
|
|
|||||
|
Costs of homes sold
|
4,165,884
|
|
|
2,197,320
|
|
|
10,444,364
|
|
|
6,015,420
|
|
|
|
Costs of land sold
|
58,625
|
|
|
32,278
|
|
|
130,655
|
|
|
78,853
|
|
|
|
Selling, general and administrative
|
446,715
|
|
|
262,467
|
|
|
1,136,279
|
|
|
734,836
|
|
|
|
Total Lennar Homebuilding costs and expenses
|
4,671,224
|
|
|
2,492,065
|
|
|
11,711,298
|
|
|
6,829,109
|
|
|
|
Lennar Homebuilding operating margins
|
614,518
|
|
|
393,130
|
|
|
1,300,534
|
|
|
960,521
|
|
|
|
Lennar Homebuilding equity in loss from unconsolidated entities
|
(15,391
|
)
|
|
(9,651
|
)
|
|
(41,904
|
)
|
|
(42,691
|
)
|
|
|
Lennar Homebuilding other income, net
|
12,910
|
|
|
2,797
|
|
|
192,662
|
|
|
12,364
|
|
|
|
Lennar Homebuilding loss due to litigation
|
—
|
|
|
—
|
|
|
—
|
|
|
(140,000
|
)
|
|
|
Lennar Homebuilding operating earnings
|
612,037
|
|
|
386,276
|
|
|
1,451,292
|
|
|
790,194
|
|
|
|
Lennar Financial Services revenues
|
236,268
|
|
|
215,056
|
|
|
639,543
|
|
|
571,462
|
|
|
|
Lennar Financial Services costs and expenses
|
179,640
|
|
|
165,999
|
|
|
510,838
|
|
|
458,014
|
|
|
|
Lennar Financial Services operating earnings
|
56,628
|
|
|
49,057
|
|
|
128,705
|
|
|
113,448
|
|
|
|
Rialto revenues
|
49,495
|
|
|
57,810
|
|
|
149,033
|
|
|
207,804
|
|
|
|
Rialto costs and expenses
|
39,435
|
|
|
49,503
|
|
|
120,784
|
|
|
175,492
|
|
|
|
Rialto equity in earnings from unconsolidated entities
|
5,266
|
|
|
4,858
|
|
|
18,496
|
|
|
11,310
|
|
|
|
Rialto other expense, net
|
(5,882
|
)
|
|
(16,357
|
)
|
|
(21,187
|
)
|
|
(54,119
|
)
|
|
|
Rialto operating earnings (loss)
|
9,444
|
|
|
(3,192
|
)
|
|
25,558
|
|
|
(10,497
|
)
|
|
|
Lennar Multifamily revenues
|
101,064
|
|
|
103,415
|
|
|
312,013
|
|
|
291,900
|
|
|
|
Lennar Multifamily costs and expenses
|
103,187
|
|
|
105,956
|
|
|
317,572
|
|
|
301,303
|
|
|
|
Lennar Multifamily equity in earnings (loss) from unconsolidated entities
|
(1,730
|
)
|
|
11,645
|
|
|
15,293
|
|
|
44,219
|
|
|
|
Lennar Multifamily operating earnings (loss)
|
(3,853
|
)
|
|
9,104
|
|
|
9,734
|
|
|
34,816
|
|
|
|
Total operating earnings
|
674,256
|
|
|
441,245
|
|
|
1,615,289
|
|
|
927,961
|
|
|
|
Acquisition and integration costs related to CalAtlantic
|
(11,992
|
)
|
|
—
|
|
|
(140,062
|
)
|
|
—
|
|
|
|
Corporate general and administrative expenses
|
(96,346
|
)
|
|
(72,860
|
)
|
|
(249,071
|
)
|
|
(200,333
|
)
|
|
|
Earnings before income taxes
|
$
|
565,918
|
|
|
368,385
|
|
|
1,226,156
|
|
|
727,628
|
|
|
|
As of and for the
|
|
As of and for the
|
||||||||
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||
|
|
August 31,
|
|
August 31,
|
||||||||
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
Lennar
|
|
CalAtlantic
|
|
Pro forma Combined
|
||||
|
Deliveries
|
12,613
|
|
|
7,598
|
|
|
3,729
|
|
|
11,327
|
|
|
New Orders
|
12,319
|
|
|
7,610
|
|
|
3,518
|
|
|
11,128
|
|
|
Backlog
|
19,220
|
|
|
10,212
|
|
|
7,461
|
|
|
17,673
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||
|
|
August 31,
|
|
August 31,
|
|||||||||
|
(In thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||
|
Homebuilding revenues:
|
|
|
|
|
|
|
|
|||||
|
East:
|
|
|
|
|
|
|
|
|||||
|
Sales of homes
|
$
|
2,005,249
|
|
|
1,236,619
|
|
|
4,929,570
|
|
|
3,198,756
|
|
|
Sales of land
|
23,740
|
|
|
19,178
|
|
|
70,612
|
|
|
19,657
|
|
|
|
Total East
|
2,028,989
|
|
|
1,255,797
|
|
|
5,000,182
|
|
|
3,218,413
|
|
|
|
Central:
|
|
|
|
|
|
|
|
|||||
|
Sales of homes
|
1,218,288
|
|
|
589,572
|
|
|
3,003,434
|
|
|
1,750,495
|
|
|
|
Sales of land
|
12,882
|
|
|
13,329
|
|
|
37,569
|
|
|
50,929
|
|
|
|
Total Central
|
1,231,170
|
|
|
602,901
|
|
|
3,041,003
|
|
|
1,801,424
|
|
|
|
West:
|
|
|
|
|
|
|
|
|||||
|
Sales of homes
|
1,480,525
|
|
|
820,028
|
|
|
3,731,529
|
|
|
2,134,972
|
|
|
|
Sales of land
|
25,333
|
|
|
3,472
|
|
|
43,959
|
|
|
11,520
|
|
|
|
Total West
|
1,505,858
|
|
|
823,500
|
|
|
3,775,488
|
|
|
2,146,492
|
|
|
|
Other:
|
|
|
|
|
|
|
|
|||||
|
Sales of homes
|
519,725
|
|
|
201,512
|
|
|
1,194,404
|
|
|
617,648
|
|
|
|
Sales of land
|
—
|
|
|
1,485
|
|
|
755
|
|
|
5,653
|
|
|
|
Total Other
|
519,725
|
|
|
202,997
|
|
|
1,195,159
|
|
|
623,301
|
|
|
|
Total homebuilding revenues
|
$
|
5,285,742
|
|
|
2,885,195
|
|
|
13,011,832
|
|
|
7,789,630
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||
|
|
August 31,
|
|
August 31,
|
|||||||||
|
(In thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||
|
Operating earnings:
|
|
|
|
|
|
|
|
|||||
|
East:
|
|
|
|
|
|
|
|
|||||
|
Sales of homes
|
$
|
227,078
|
|
|
178,380
|
|
|
482,287
|
|
|
411,607
|
|
|
Sales of land
|
1,006
|
|
|
2,095
|
|
|
16,894
|
|
|
1,580
|
|
|
|
Equity
in
earnings (loss) from unconsolidated entities
|
1,384
|
|
|
(354
|
)
|
|
1,816
|
|
|
1,661
|
|
|
|
Other income (expense), net
|
(811
|
)
|
|
(213
|
)
|
|
3,022
|
|
|
3,058
|
|
|
|
Loss due to litigation
|
—
|
|
|
—
|
|
|
—
|
|
|
(140,000
|
)
|
|
|
Total East
|
228,657
|
|
|
179,908
|
|
|
504,019
|
|
|
277,906
|
|
|
|
Central:
|
|
|
|
|
|
|
|
|||||
|
Sales of homes
|
129,345
|
|
|
64,858
|
|
|
254,910
|
|
|
192,908
|
|
|
|
Sales of land
|
2,662
|
|
|
2,417
|
|
|
7,581
|
|
|
5,171
|
|
|
|
Equity in earnings (loss) from unconsolidated entities
|
7
|
|
|
(4
|
)
|
|
334
|
|
|
42
|
|
|
|
Other income (expense), net
|
3,964
|
|
|
(1,087
|
)
|
|
1,638
|
|
|
(3,135
|
)
|
|
|
Total Central
|
135,978
|
|
|
66,184
|
|
|
264,463
|
|
|
194,986
|
|
|
|
West:
|
|
|
|
|
|
|
|
|||||
|
Sales of homes
|
200,206
|
|
|
119,269
|
|
|
452,139
|
|
|
272,751
|
|
|
|
Sales of land
|
(359
|
)
|
|
397
|
|
|
(2,201
|
)
|
|
1,679
|
|
|
|
Equity in loss from unconsolidated entities
|
(16,716
|
)
|
|
(9,297
|
)
|
|
(43,985
|
)
|
|
(44,369
|
)
|
|
|
Other income, net (1)
|
3,716
|
|
|
2,380
|
|
|
175,508
|
|
|
7,272
|
|
|
|
Total West
|
186,847
|
|
|
112,749
|
|
|
581,461
|
|
|
237,333
|
|
|
|
Other:
|
|
|
|
|
|
|
|
|||||
|
Sales of homes
|
54,559
|
|
|
25,437
|
|
|
88,958
|
|
|
74,349
|
|
|
|
Sales of land
|
21
|
|
|
277
|
|
|
(34
|
)
|
|
476
|
|
|
|
Equity in earnings (loss) from unconsolidated entities
|
(66
|
)
|
|
4
|
|
|
(69
|
)
|
|
(25
|
)
|
|
|
Other income, net
|
6,041
|
|
|
1,717
|
|
|
12,494
|
|
|
5,169
|
|
|
|
Total Other
|
60,555
|
|
|
27,435
|
|
|
101,349
|
|
|
79,969
|
|
|
|
Total homebuilding operating earnings
|
$
|
612,037
|
|
|
386,276
|
|
|
1,451,292
|
|
|
790,194
|
|
|
(1)
|
Homebuilding West other income, net included
$164.9 million
related to a gain on the sale of an
80%
interest in one of Lennar Homebuilding's strategic joint ventures, Treasure Island Holdings, during the
nine months ended August 31, 2018
.
|
|
|
Three Months Ended
|
||||||||||||||||||
|
|
Homes
|
|
Dollar Value (In thousands)
|
|
Average Sales Price
|
||||||||||||||
|
|
August 31,
|
|
August 31,
|
|
August 31,
|
||||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
East
|
5,681
|
|
|
3,778
|
|
|
$
|
2,005,249
|
|
|
1,236,619
|
|
|
$
|
353,000
|
|
|
327,000
|
|
|
Central
|
3,250
|
|
|
1,730
|
|
|
1,218,288
|
|
|
589,572
|
|
|
375,000
|
|
|
341,000
|
|
||
|
West
|
2,414
|
|
|
1,656
|
|
|
1,492,086
|
|
|
827,713
|
|
|
618,000
|
|
|
500,000
|
|
||
|
Other
|
1,268
|
|
|
434
|
|
|
519,725
|
|
|
201,511
|
|
|
410,000
|
|
|
464,000
|
|
||
|
Total
|
12,613
|
|
|
7,598
|
|
|
$
|
5,235,348
|
|
|
2,855,415
|
|
|
$
|
415,000
|
|
|
376,000
|
|
|
|
Nine Months Ended
|
||||||||||||||||||
|
|
Homes
|
|
Dollar Value (In thousands)
|
|
Average Sales Price
|
||||||||||||||
|
|
August 31,
|
|
August 31,
|
|
August 31,
|
||||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
East
|
14,162
|
|
|
9,869
|
|
|
$
|
4,929,570
|
|
|
3,198,756
|
|
|
$
|
348,000
|
|
|
324,000
|
|
|
Central
|
8,010
|
|
|
5,177
|
|
|
3,003,434
|
|
|
1,750,495
|
|
|
375,000
|
|
|
338,000
|
|
||
|
West
|
6,427
|
|
|
4,380
|
|
|
3,776,656
|
|
|
2,169,461
|
|
|
588,000
|
|
|
495,000
|
|
||
|
Other
|
2,874
|
|
|
1,335
|
|
|
1,194,404
|
|
|
617,648
|
|
|
416,000
|
|
|
463,000
|
|
||
|
Total
|
31,473
|
|
|
20,761
|
|
|
$
|
12,904,064
|
|
|
7,736,360
|
|
|
$
|
410,000
|
|
|
373,000
|
|
|
|
Three Months Ended
|
||||||||||||||||||
|
|
Sales Incentives
(In thousands)
|
|
Average Sales Incentives Per
Home Delivered
|
|
Sales Incentives
as a % of Revenue
|
||||||||||||||
|
|
August 31,
|
|
August 31,
|
|
August 31,
|
||||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
East
|
$
|
134,597
|
|
|
90,736
|
|
|
$
|
23,700
|
|
|
24,000
|
|
|
6.3
|
%
|
|
6.8
|
%
|
|
Central
|
92,458
|
|
|
45,512
|
|
|
28,400
|
|
|
26,300
|
|
|
7.1
|
%
|
|
7.2
|
%
|
||
|
West
|
37,198
|
|
|
22,237
|
|
|
15,500
|
|
|
13,500
|
|
|
2.5
|
%
|
|
2.6
|
%
|
||
|
Other
|
24,796
|
|
|
6,886
|
|
|
19,600
|
|
|
15,900
|
|
|
4.6
|
%
|
|
3.3
|
%
|
||
|
Total
|
$
|
289,049
|
|
|
165,371
|
|
|
$
|
22,900
|
|
|
21,800
|
|
|
5.2
|
%
|
|
5.5
|
%
|
|
|
Nine Months Ended
|
||||||||||||||||||
|
|
Sales Incentives
(In thousands)
|
|
Average Sales Incentives Per
Home Delivered
|
|
Sales Incentives
as a % of Revenue
|
||||||||||||||
|
|
August 31,
|
|
August 31,
|
|
August 31,
|
||||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
East
|
$
|
350,424
|
|
|
228,195
|
|
|
$
|
24,700
|
|
|
23,100
|
|
|
6.6
|
%
|
|
6.7
|
%
|
|
Central
|
219,679
|
|
|
139,169
|
|
|
27,400
|
|
|
26,900
|
|
|
6.8
|
%
|
|
7.4
|
%
|
||
|
West
|
89,636
|
|
|
74,204
|
|
|
14,100
|
|
|
17,100
|
|
|
2.3
|
%
|
|
3.4
|
%
|
||
|
Other
|
57,300
|
|
|
21,856
|
|
|
19,900
|
|
|
16,400
|
|
|
4.6
|
%
|
|
3.4
|
%
|
||
|
Total
|
$
|
717,039
|
|
|
463,424
|
|
|
$
|
22,800
|
|
|
22,400
|
|
|
5.3
|
%
|
|
5.7
|
%
|
|
(1)
|
Sales incentives relate to home deliveries during the period, excluding deliveries by unconsolidated entities.
|
|
|
Three Months Ended
|
||||||||||||||||||
|
|
Homes
|
|
Dollar Value (In thousands)
|
|
Average Sales Price
|
||||||||||||||
|
|
August 31,
|
|
August 31,
|
|
August 31,
|
||||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
East
|
6,145
|
|
|
3,841
|
|
|
$
|
2,135,774
|
|
|
1,250,446
|
|
|
$
|
348,000
|
|
|
326,000
|
|
|
Central
|
2,779
|
|
|
1,657
|
|
|
1,002,033
|
|
|
558,782
|
|
|
361,000
|
|
|
337,000
|
|
||
|
West
|
2,334
|
|
|
1,689
|
|
|
1,489,874
|
|
|
909,209
|
|
|
638,000
|
|
|
538,000
|
|
||
|
Other
|
1,061
|
|
|
423
|
|
|
443,208
|
|
|
204,784
|
|
|
418,000
|
|
|
484,000
|
|
||
|
Total
|
12,319
|
|
|
7,610
|
|
|
$
|
5,070,889
|
|
|
2,923,221
|
|
|
$
|
412,000
|
|
|
384,000
|
|
|
|
Nine Months Ended
|
||||||||||||||||||
|
|
Homes
|
|
Dollar Value (In thousands)
|
|
Average Sales Price
|
||||||||||||||
|
|
August 31,
|
|
August 31,
|
|
August 31,
|
||||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
East
|
16,721
|
|
|
11,056
|
|
|
$
|
5,802,948
|
|
|
3,573,399
|
|
|
$
|
347,000
|
|
|
323,000
|
|
|
Central
|
8,403
|
|
|
5,354
|
|
|
3,062,270
|
|
|
1,806,948
|
|
|
364,000
|
|
|
337,000
|
|
||
|
West
|
6,949
|
|
|
5,274
|
|
|
4,281,652
|
|
|
2,723,279
|
|
|
616,000
|
|
|
516,000
|
|
||
|
Other
|
3,142
|
|
|
1,307
|
|
|
1,325,998
|
|
|
625,769
|
|
|
422,000
|
|
|
479,000
|
|
||
|
Total
|
35,215
|
|
|
22,991
|
|
|
$
|
14,472,868
|
|
|
8,729,395
|
|
|
$
|
411,000
|
|
|
380,000
|
|
|
(2)
|
New orders represent the number of new sales contracts executed with homebuyers, net of cancellations, during the
three and nine months ended August 31, 2018
and
2017
.
|
|
|
Homes
|
|
Dollar Value (In thousands)
|
|
Average Sales Price
|
||||||||||||||
|
|
August 31,
|
|
August 31,
|
|
August 31,
|
||||||||||||||
|
|
2018 (1)
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
East (2)
|
9,468
|
|
|
4,789
|
|
|
$
|
3,492,052
|
|
|
1,625,820
|
|
|
$
|
369,000
|
|
|
339,000
|
|
|
Central
|
4,327
|
|
|
2,498
|
|
|
1,682,602
|
|
|
877,607
|
|
|
389,000
|
|
|
351,000
|
|
||
|
West
|
3,667
|
|
|
2,424
|
|
|
2,444,333
|
|
|
1,302,318
|
|
|
667,000
|
|
|
537,000
|
|
||
|
Other
|
1,758
|
|
|
501
|
|
|
734,345
|
|
|
264,161
|
|
|
418,000
|
|
|
527,000
|
|
||
|
Total
|
19,220
|
|
|
10,212
|
|
|
$
|
8,353,332
|
|
|
4,069,906
|
|
|
$
|
435,000
|
|
|
399,000
|
|
|
(1)
|
During the
nine months ended August 31, 2018
, we acquired 6,530 homes in backlog from the CalAtlantic acquisition. Of the homes in backlog acquired, 2,596 homes were in the East, 1,743 homes were in the Central, 1,116 homes were in the West and 1,075 homes were in Other.
|
|
(2)
|
During the
nine months ended August 31, 2017
, we acquired 359 homes in backlog from the WCI acquisition.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
|
August 31,
|
|
August 31,
|
||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
|
East
|
13
|
%
|
|
15
|
%
|
|
13
|
%
|
|
14
|
%
|
|
Central
|
20
|
%
|
|
20
|
%
|
|
16
|
%
|
|
18
|
%
|
|
West
|
15
|
%
|
|
14
|
%
|
|
12
|
%
|
|
13
|
%
|
|
Other
|
13
|
%
|
|
8
|
%
|
|
10
|
%
|
|
10
|
%
|
|
Total
|
15
|
%
|
|
16
|
%
|
|
13
|
%
|
|
15
|
%
|
|
|
August 31,
|
||||
|
|
2018 (2)
|
|
2017
|
||
|
East (1)
|
591
|
|
|
360
|
|
|
Central
|
347
|
|
|
211
|
|
|
West
|
216
|
|
|
137
|
|
|
Other
|
158
|
|
|
50
|
|
|
Total
|
1,312
|
|
|
758
|
|
|
(1)
|
We acquired 51 active communities related to the WCI acquisition on February 10, 2017.
|
|
(2)
|
We acquired 542 active communities related to the CalAtlantic acquisition on February 12, 2018. Of the communities acquired, 231 were in the East, 149 were in the Central, 69 were in the West and 93 were in Other.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
|
|
August 31,
|
|
August 31,
|
||||||||||||||||||
|
(Dollars in thousands)
|
2018 (1)
|
|
2017
|
|
2018 (1)
|
|
2017
|
||||||||||||||
|
East:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Sales of homes
|
$
|
2,005,249
|
|
|
|
|
1,236,619
|
|
|
|
|
$
|
4,929,570
|
|
|
|
|
3,198,756
|
|
|
|
|
Costs of homes sold
|
1,594,991
|
|
|
|
|
933,809
|
|
|
|
|
3,974,445
|
|
|
|
|
2,452,802
|
|
|
|
||
|
Gross margins on home sales
|
410,258
|
|
|
20.5%
|
|
302,810
|
|
|
24.5%
|
|
955,125
|
|
|
19.4%
|
|
745,954
|
|
|
23.3%
|
||
|
Central:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Sales of homes
|
1,218,288
|
|
|
|
|
589,572
|
|
|
|
|
3,003,434
|
|
|
|
|
1,750,495
|
|
|
|
||
|
Costs of homes sold
|
982,252
|
|
|
|
|
466,891
|
|
|
|
|
2,475,004
|
|
|
|
|
1,387,705
|
|
|
|
||
|
Gross margins on home sales
|
236,036
|
|
|
19.4%
|
|
122,681
|
|
|
20.8%
|
|
528,430
|
|
|
17.6%
|
|
362,790
|
|
|
20.7%
|
||
|
West:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Sales of homes
|
1,480,525
|
|
|
|
|
820,028
|
|
|
|
|
3,731,529
|
|
|
|
|
2,134,972
|
|
|
|
||
|
Costs of homes sold
|
1,172,555
|
|
|
|
|
642,279
|
|
|
|
|
3,005,011
|
|
|
|
|
1,697,285
|
|
|
|
||
|
Gross margins on home sales
|
307,970
|
|
|
20.8%
|
|
177,749
|
|
|
21.7%
|
|
726,518
|
|
|
19.5%
|
|
437,687
|
|
|
20.5%
|
||
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Sales of homes
|
519,725
|
|
|
|
|
201,512
|
|
|
|
|
1,194,404
|
|
|
|
|
617,648
|
|
|
|
||
|
Costs of homes sold
|
416,086
|
|
|
|
|
154,341
|
|
|
|
|
989,905
|
|
|
|
|
477,628
|
|
|
|
||
|
Gross margins on home sales
|
103,639
|
|
|
19.9%
|
|
47,171
|
|
|
23.4%
|
|
204,499
|
|
|
17.1%
|
|
140,020
|
|
|
22.7%
|
||
|
Total gross margins on home sales
|
$
|
1,057,903
|
|
|
20.3%
|
|
650,411
|
|
|
22.8%
|
|
$
|
2,414,572
|
|
|
18.8%
|
|
1,686,451
|
|
|
21.9%
|
|
(1)
|
During the
three and nine months ended August 31, 2018
, gross margin on home sales included $84.2 million and $376.0 million, respectively, of
purchase accounting adjustments on CalAtlantic homes in backlog/construction in progress that were delivered in the respective periods.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||
|
|
August 31,
|
|
August 31,
|
|||||||||
|
(Dollars in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||
|
Revenues
|
$
|
236,268
|
|
|
215,056
|
|
|
639,543
|
|
|
571,462
|
|
|
Costs and expenses
|
179,640
|
|
|
165,999
|
|
|
510,838
|
|
|
458,014
|
|
|
|
Operating earnings
|
$
|
56,628
|
|
|
49,057
|
|
|
128,705
|
|
|
113,448
|
|
|
Dollar value of mortgages originated
|
$
|
3,044,000
|
|
|
2,355,000
|
|
|
7,941,000
|
|
|
6,493,000
|
|
|
Number of mortgages originated
|
10,000
|
|
|
8,300
|
|
|
26,400
|
|
|
23,100
|
|
|
|
Mortgage capture rate of Lennar homebuyers (1)
|
71
|
%
|
|
80
|
%
|
|
72
|
%
|
|
80
|
%
|
|
|
Number of title and closing service transactions
|
32,500
|
|
|
30,000
|
|
|
87,300
|
|
|
81,500
|
|
|
|
Number of title policies issued
|
75,900
|
|
|
79,400
|
|
|
219,600
|
|
|
239,400
|
|
|
|
(1)
|
During the
three and nine months ended August 31, 2018
, mortgage capture rate is combined for Lennar and CalAtlantic homebuyers. Mortgage capture rate excluding CalAtlantic homebuyers was 77% and 78% for the
three and nine months ended August 31, 2018
, respectively.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||
|
|
August 31,
|
|
August 31,
|
|||||||||
|
(In thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||
|
Revenues
|
$
|
49,495
|
|
|
57,810
|
|
|
149,033
|
|
|
207,804
|
|
|
Costs and expenses (1)
|
39,435
|
|
|
49,503
|
|
|
120,784
|
|
|
175,492
|
|
|
|
Rialto equity in earnings from unconsolidated entities
|
5,266
|
|
|
4,858
|
|
|
18,496
|
|
|
11,310
|
|
|
|
Rialto other expense, net (2)
|
(5,882
|
)
|
|
(16,357
|
)
|
|
(21,187
|
)
|
|
(54,119
|
)
|
|
|
Operating earnings (loss) (3)
|
$
|
9,444
|
|
|
(3,192
|
)
|
|
25,558
|
|
|
(10,497
|
)
|
|
(1)
|
Costs and expenses included loan impairments of
$1.6 million
and
$19.5 million
for the
three and nine months ended August 31, 2017
, respectively, primarily associated with the segment's FDIC loans portfolio (before noncontrolling interests).
|
|
(2)
|
Rialto other expense, net, included REO impairments of
$1.5 million
and
$7.5 million
for the
three and nine months ended August 31, 2018
, respectively, and REO impairments of
$12.7 million
and
$38.9 million
for the
three and nine months ended August 31, 2017
, respectively.
|
|
(3)
|
Operating earnings for the
three and nine months ended August 31, 2018
included net loss attributable to noncontrolling interests of
$1.2 million
and
$2.6 million
, respectively. Operating loss for the
three and nine months ended August 31, 2017
included net loss attributable to noncontrolling interests of
$6.4 million
and
$31.9 million
, respectively.
|
|
Private Equity Vehicle
|
Inception Year
|
Commitment
|
|
Rialto Real Estate Fund, LP
|
2010
|
$700 million (including $75 million by us)
|
|
Rialto Real Estate Fund II, LP
|
2012
|
$1.3 billion (including $100 million by us)
|
|
Rialto Mezzanine Partners Fund, LP
|
2013
|
$300 million (including $34 million by us)
|
|
Rialto Capital CMBS Funds
|
2014
|
$119 million (including $52 million by us)
|
|
Rialto Real Estate Fund III
|
2015
|
$1.9 billion (including $140 million by us)
|
|
Rialto Credit Partnership, LP
|
2016
|
$220 million (including $20 million by us)
|
|
(Dollars in thousands)
|
August 31,
2018 |
|
November 30,
2017 |
|
August 31,
2017 |
||||
|
Lennar Homebuilding debt
|
$
|
9,407,987
|
|
|
6,410,003
|
|
|
5,523,765
|
|
|
Stockholders’ equity
|
14,032,016
|
|
|
7,872,317
|
|
|
7,554,260
|
|
|
|
Total capital
|
$
|
23,440,003
|
|
|
14,282,320
|
|
|
13,078,025
|
|
|
Lennar Homebuilding debt to total capital
|
40.1
|
%
|
|
44.9
|
%
|
|
42.2
|
%
|
|
|
Lennar Homebuilding debt
|
$
|
9,407,987
|
|
|
6,410,003
|
|
|
5,523,765
|
|
|
Less: Lennar Homebuilding cash and cash equivalents
|
833,274
|
|
|
2,282,925
|
|
|
564,591
|
|
|
|
Net Lennar Homebuilding debt
|
$
|
8,574,713
|
|
|
4,127,078
|
|
|
4,959,174
|
|
|
Net Lennar Homebuilding debt to total capital (1)
|
37.9
|
%
|
|
34.4
|
%
|
|
39.6
|
%
|
|
|
(1)
|
Net Lennar Homebuilding debt to total capital is a non-GAAP financial measure defined as net Lennar Homebuilding debt (Lennar Homebuilding debt less Lennar Homebuilding cash and cash equivalents) divided by total capital (net Lennar Homebuilding debt plus stockholders' equity). Our management believes the ratio of net Lennar Homebuilding debt to total capital is a relevant and a useful financial measure to investors in understanding the leverage employed in our Lennar Homebuilding operations. However, because net Lennar Homebuilding debt to total capital is not calculated in accordance with GAAP, this financial measure should not be considered in isolation or as an alternative to financial measures prescribed by GAAP. Rather, this non-GAAP financial measure should be used to supplement our GAAP results.
|
|
(Dollars in thousands)
|
August 31,
2018 |
|
November 30,
2017 |
|||
|
Unsecured revolving credit facility
|
$
|
650,000
|
|
|
—
|
|
|
4.125% senior notes due December 2018
|
274,887
|
|
|
274,459
|
|
|
|
0.25% convertible senior notes due 2019
|
1,292
|
|
|
—
|
|
|
|
4.500% senior notes due 2019
|
499,364
|
|
|
498,793
|
|
|
|
4.50% senior notes due 2019
|
598,997
|
|
|
598,325
|
|
|
|
6.625% senior notes due 2020 (1)
|
313,752
|
|
|
—
|
|
|
|
2.95% senior notes due 2020
|
298,692
|
|
|
298,305
|
|
|
|
8.375% senior notes due 2021 (1)
|
440,156
|
|
|
—
|
|
|
|
4.750% senior notes due 2021
|
497,915
|
|
|
497,329
|
|
|
|
6.25% senior notes due December 2021 (1)
|
316,541
|
|
|
—
|
|
|
|
4.125% senior notes due 2022
|
596,647
|
|
|
595,904
|
|
|
|
5.375% senior notes due 2022 (1)
|
261,769
|
|
|
—
|
|
|
|
4.750% senior notes due 2022
|
570,185
|
|
|
569,484
|
|
|
|
4.875% senior notes due December 2023
|
395,662
|
|
|
394,964
|
|
|
|
4.500% senior notes due 2024
|
645,897
|
|
|
645,353
|
|
|
|
5.875% senior notes due 2024 (1)
|
454,001
|
|
|
—
|
|
|
|
4.750% senior notes due 2025
|
497,003
|
|
|
496,671
|
|
|
|
5.25% senior notes due 2026 (1)
|
409,436
|
|
|
—
|
|
|
|
5.00% senior notes due 2027 (1)
|
353,371
|
|
|
—
|
|
|
|
4.75% senior notes due 2027
|
892,110
|
|
|
892,657
|
|
|
|
6.95% senior notes due 2018
|
—
|
|
|
249,342
|
|
|
|
Mortgage notes on land and other debt
|
440,310
|
|
|
398,417
|
|
|
|
|
$
|
9,407,987
|
|
|
6,410,003
|
|
|
(1)
|
These notes were obligations of CalAtlantic when it was acquired, and were subsequently exchanged in part for notes of Lennar Corporation as follows:
$267.7 million
principal amount of
6.625%
senior notes due
2020
,
$397.6 million
principal amount of
8.375%
senior notes due
2021
,
$292.0 million
principal amount of
6.25%
senior notes due
2021
,
$240.8 million
principal amount of
5.375%
senior notes due
2022
,
$421.4 million
principal amount of
5.875%
senior notes due
2024
,
$395.5 million
principal amount of
5.25%
senior notes due
2026
and
$347.3 million
principal amount of
5.00%
senior notes due
2027
. As part of purchase accounting, the senior notes have been recorded at their fair value as of the date of acquisition (February 12, 2018).
|
|
(Dollars in thousands)
|
Covenant Level
|
|
Level Achieved as of
August 31, 2018 |
|||
|
Minimum net worth test
|
$
|
6,359,954
|
|
|
8,746,035
|
|
|
Maximum leverage ratio
|
65.0
|
%
|
|
47.2
|
%
|
|
|
Liquidity test (1)
|
1.00
|
|
|
2.29
|
|
|
|
(1)
|
We are only required to maintain either (1) liquidity in an amount equal to or greater than 1.00x consolidated interest incurred for the last twelve months then ended or (2) an interest coverage ratio of equal to or greater than 1.50:1.00 for the last twelve months then ended. Although we are in compliance with our debt covenants for both calculations, we have only disclosed our liquidity test.
|
|
(In thousands)
|
Maximum Aggregate Commitment
|
||
|
364-day warehouse repurchase facility that matures September 2018 (1)
|
$
|
300,000
|
|
|
364-day warehouse repurchase facility that matures December 2018 (2)
|
400,000
|
|
|
|
364-day warehouse repurchase facility that matures March 2019 (3)
|
300,000
|
|
|
|
364-day warehouse repurchase facility that matures June 2019
|
700,000
|
|
|
|
Total
|
$
|
1,700,000
|
|
|
(1)
|
Subsequent to
August 31, 2018
, the warehouse repurchase facility was extended to November 2018.
|
|
(2)
|
Maximum aggregate commitment includes an uncommitted amount of
$250 million
.
|
|
(3)
|
Maximum aggregate commitment includes an uncommitted amount of
$300 million
.
|
|
(In thousands)
|
Maximum Aggregate Commitment
|
||
|
364-day warehouse repurchase facility that matures November 2018
|
$
|
200,000
|
|
|
364-day warehouse repurchase facility that matures December 2018 (extended from October 2018)
|
250,000
|
|
|
|
364-day warehouse repurchase facility that matures December 2018
|
200,000
|
|
|
|
364-day warehouse repurchase facility that matures December 2019
|
200,000
|
|
|
|
Total - Loan origination and securitization business (RMF)
|
$
|
850,000
|
|
|
Warehouse repurchase facility that matures December 2018 (one year extensions) (1)
|
50,000
|
|
|
|
Total
|
$
|
900,000
|
|
|
(1)
|
Rialto uses this warehouse repurchase facility to finance the origination of floating rate accrual loans, which are reported as accrual loans within loans receivable, net. There were no borrowings under this facility as of either
August 31, 2018
or
November 30, 2017
.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||
|
|
August 31,
|
|
August 31,
|
|||||||||
|
(Dollars in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||
|
Revenues
|
$
|
153,968
|
|
|
144,966
|
|
|
324,584
|
|
|
323,689
|
|
|
Costs and expenses
|
199,337
|
|
|
151,643
|
|
|
458,660
|
|
|
421,554
|
|
|
|
Other income (1)
|
66,690
|
|
|
12,578
|
|
|
180,231
|
|
|
18,695
|
|
|
|
Net earnings (loss) of unconsolidated entities
|
$
|
21,321
|
|
|
5,901
|
|
|
46,155
|
|
|
(79,170
|
)
|
|
Lennar Homebuilding equity in loss from unconsolidated entities
|
$
|
(15,391
|
)
|
|
(9,651
|
)
|
|
(41,904
|
)
|
|
(42,691
|
)
|
|
Lennar Homebuilding cumulative share of net earnings - deferred at August 31, 2018 and 2017, respectively
|
|
|
|
|
25,933
|
|
|
35,246
|
|
|||
|
Lennar Homebuilding investments in unconsolidated entities
|
|
|
|
|
997,488
|
|
|
1,016,588
|
|
|||
|
Equity of the Lennar Homebuilding unconsolidated entities
|
|
|
|
|
4,312,520
|
|
|
4,368,576
|
|
|||
|
Lennar Homebuilding investment % in the unconsolidated entities (2)
|
|
|
|
|
|
23
|
%
|
|
23
|
%
|
||
|
(1)
|
During the
three and nine months ended August 31, 2018
, other income was primarily due to FivePoint recording income resulting from the Tax Cuts and Jobs Act of 2017’s reduction in its corporate tax rate to reduce its liability pursuant to its tax receivable agreement (“TRA Liability”) with its non-controlling interests. However, we have a 70% interest in the FivePoint TRA Liability. Therefore, we did not include in Lennar Homebuilding’s equity in loss from unconsolidated entities its pro-rata share of earnings related to our portion of the TRA Liability. As a result, our unconsolidated entities have net earnings, but we have an equity in loss from unconsolidated entities.
|
|
(2)
|
Our share of profit and cash distributions from the sales of land could be higher or lower compared to our ownership interest in unconsolidated entities if certain specified internal rate of return or cash flow milestones are achieved.
|
|
(In thousands)
|
August 31,
2018 |
|
November 30,
2017 |
|||
|
Assets:
|
|
|
|
|||
|
Cash and cash equivalents
|
$
|
912,250
|
|
|
953,261
|
|
|
Inventories
|
4,251,673
|
|
|
3,751,525
|
|
|
|
Other assets
|
1,200,761
|
|
|
1,061,507
|
|
|
|
|
$
|
6,364,684
|
|
|
5,766,293
|
|
|
Liabilities and equity:
|
|
|
|
|||
|
Accounts payable and other liabilities
|
$
|
839,694
|
|
|
832,151
|
|
|
Debt (1)
|
1,212,470
|
|
|
737,331
|
|
|
|
Equity
|
4,312,520
|
|
|
4,196,811
|
|
|
|
|
$
|
6,364,684
|
|
|
5,766,293
|
|
|
(1)
|
Debt presented above is net of debt issuance costs of
$13.2 million
and
$5.7 million
, as of
August 31, 2018
and
November 30, 2017
, respectively. The increase in debt was primarily related to $500 million of senior notes issued by FivePoint.
|
|
(Dollars in thousands)
|
August 31,
2018 |
|
November 30,
2017 |
|||
|
Debt (1)
|
$
|
1,212,470
|
|
|
737,331
|
|
|
Equity
|
4,312,520
|
|
|
4,196,811
|
|
|
|
Total capital
|
$
|
5,524,990
|
|
|
4,934,142
|
|
|
Debt to total capital of our unconsolidated entities
|
21.9
|
%
|
|
14.9
|
%
|
|
|
(1)
|
The increase in debt was primarily related to $500 million of senior notes issued by FivePoint.
|
|
(In thousands)
|
August 31,
2018 |
|
November 30,
2017 |
|||
|
Land development
|
$
|
957,160
|
|
|
868,015
|
|
|
Homebuilding
|
40,328
|
|
|
32,754
|
|
|
|
Total investments
|
$
|
997,488
|
|
|
900,769
|
|
|
(Dollars in thousands)
|
August 31,
2018 |
|
November 30,
2017 |
|||
|
Non-recourse bank debt and other debt (partner’s share of several recourse)
|
$
|
51,364
|
|
|
64,197
|
|
|
Non-recourse land seller debt and other debt
|
1,497
|
|
|
1,997
|
|
|
|
Non-recourse debt with completion guarantees
|
234,310
|
|
|
255,903
|
|
|
|
Non-recourse debt without completion guarantees (1)
|
869,486
|
|
|
351,800
|
|
|
|
Non-recourse debt to Lennar
|
1,156,657
|
|
|
673,897
|
|
|
|
Lennar's maximum recourse exposure (2)
|
69,005
|
|
|
69,181
|
|
|
|
Debt issue costs
|
(13,192
|
)
|
|
(5,747
|
)
|
|
|
Total debt
|
$
|
1,212,470
|
|
|
737,331
|
|
|
Lennar’s maximum recourse exposure as a % of total JV debt
|
6
|
%
|
|
9
|
%
|
|
|
(1)
|
The increase in non-recourse debt without completion guarantees was primarily related to
$500 million
of senior notes issued by FivePoint.
|
|
(2)
|
As of both
August 31, 2018
and
November 30, 2017
, our maximum recourse exposure was primarily related to us providing repayment guarantees on
three
unconsolidated entities' debt.
|
|
|
Principal Maturities of Unconsolidated JVs by Period
|
|||||||||||||||||
|
(In thousands)
|
Total JV Debt
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Other
|
|||||||
|
Maximum recourse debt exposure to Lennar
|
$
|
69,005
|
|
|
—
|
|
|
40,251
|
|
|
28,754
|
|
|
—
|
|
|
—
|
|
|
Debt without recourse to Lennar
|
1,156,657
|
|
|
103,808
|
|
|
293,751
|
|
|
162,543
|
|
|
595,058
|
|
|
1,497
|
|
|
|
Debt issuance costs
|
(13,192
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,192
|
)
|
|
|
Total
|
$
|
1,212,470
|
|
|
103,808
|
|
|
334,002
|
|
|
191,297
|
|
|
595,058
|
|
|
(11,695
|
)
|
|
(Dollars in thousands)
|
Lennar’s
Investment
|
|
Total JV
Assets
|
|
Maximum
Recourse
Debt
Exposure
to Lennar
|
|
Total
Debt
Without
Recourse
to
Lennar
|
|
Total JV
Debt
|
|
Total JV
Equity
|
|
JV
Debt to
Total
Capital
Ratio
|
|||||||||
|
Top Ten JVs (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
FivePoint
|
$
|
358,856
|
|
|
2,958,282
|
|
|
—
|
|
|
565,130
|
|
|
565,130
|
|
|
1,888,227
|
|
|
23
|
%
|
|
|
Heritage Hills Irvine
|
87,311
|
|
|
262,898
|
|
|
8,225
|
|
|
57,576
|
|
|
65,801
|
|
|
191,115
|
|
|
26
|
%
|
||
|
Dublin Crossings (2)
|
74,120
|
|
|
226,509
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
201,072
|
|
|
—
|
%
|
||
|
Opendoor (3)
|
70,136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||
|
Heritage Fields El Toro
|
45,131
|
|
|
1,174,700
|
|
|
—
|
|
|
5,919
|
|
|
5,919
|
|
|
1,016,608
|
|
|
1
|
%
|
||
|
SC East Landco
|
38,417
|
|
|
90,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90,450
|
|
|
—
|
%
|
||
|
Runkle Canyon
|
38,415
|
|
|
81,129
|
|
|
—
|
|
|
4,128
|
|
|
4,128
|
|
|
76,830
|
|
|
5
|
%
|
||
|
BHCSP (2)
|
36,968
|
|
|
62,602
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,521
|
|
|
—
|
%
|
||
|
Ballpark Village
|
28,180
|
|
|
83,555
|
|
|
—
|
|
|
25,235
|
|
|
25,235
|
|
|
56,360
|
|
|
31
|
%
|
||
|
Mesa Canyon Community Partners (2)
|
27,766
|
|
|
120,139
|
|
|
—
|
|
|
37,112
|
|
|
37,112
|
|
|
83,382
|
|
|
31
|
%
|
||
|
10 largest JV investments
|
805,300
|
|
|
5,060,564
|
|
|
8,225
|
|
|
695,100
|
|
|
703,325
|
|
|
3,665,565
|
|
|
16
|
%
|
||
|
Other JVs
|
192,188
|
|
|
1,304,120
|
|
|
60,780
|
|
|
460,060
|
|
|
520,840
|
|
|
646,955
|
|
|
45
|
%
|
||
|
Total
|
$
|
997,488
|
|
|
6,364,684
|
|
|
69,005
|
|
|
1,155,160
|
|
|
1,224,165
|
|
|
4,312,520
|
|
|
22
|
%
|
|
|
Land seller debt and other debt
|
|
|
|
|
—
|
|
|
1,497
|
|
|
1,497
|
|
|
|
|
|
||||||
|
Debt issuance costs
|
|
|
|
|
—
|
|
|
(13,192
|
)
|
|
(13,192
|
)
|
|
|
|
|
||||||
|
Total JV debt
|
|
|
|
|
$
|
69,005
|
|
|
1,143,465
|
|
|
1,212,470
|
|
|
|
|
|
|||||
|
(1)
|
The 10 largest joint ventures presented above represent the majority of our total JVs assets and equity,
12%
of total JV maximum recourse debt exposure to Lennar and
60%
of total JV debt without recourse to Lennar. In addition, all of the joint ventures presented in the table above operate in our Homebuilding West segment. Treasure Island Community Development is no longer included above due to the sale of an 80% interest in Treasure Island Holdings.
|
|
(2)
|
Joint ventures acquired from CalAtlantic.
|
|
(3)
|
Financial statements are not publicly available and thus have not been included in the table above.
|
|
|
|
|
|
|
|
|
|
|
August 31,
2018 |
|
August 31,
2018 |
|
November 30,
2017 |
|||||||||||
|
(In thousands)
|
Inception Year
|
|
Equity Commitments
|
|
Equity Commitments Called
|
|
Commitment to Fund by the Company
|
|
Funds Contributed by the Company
|
|
Investment
|
|||||||||||||
|
Rialto Real Estate Fund, LP
|
2010
|
|
$
|
700,006
|
|
|
$
|
700,006
|
|
|
$
|
75,000
|
|
|
$
|
75,000
|
|
|
$
|
39,608
|
|
|
41,860
|
|
|
Rialto Real Estate Fund II, LP
|
2012
|
|
1,305,000
|
|
|
1,305,000
|
|
|
100,000
|
|
|
100,000
|
|
|
84,606
|
|
|
86,904
|
|
|||||
|
Rialto Mezzanine Partners Fund, LP
|
2013
|
|
300,000
|
|
|
300,000
|
|
|
33,799
|
|
|
33,799
|
|
|
13,314
|
|
|
19,189
|
|
|||||
|
Rialto Capital CMBS Funds
|
2014
|
|
119,174
|
|
|
119,174
|
|
|
52,474
|
|
|
52,474
|
|
|
52,916
|
|
|
54,018
|
|
|||||
|
Rialto Real Estate Fund III
|
2015
|
|
1,887,000
|
|
|
1,074,561
|
|
|
140,000
|
|
|
75,917
|
|
|
71,293
|
|
|
41,223
|
|
|||||
|
Rialto Credit Partnership, LP
|
2016
|
|
220,000
|
|
|
217,556
|
|
|
19,999
|
|
|
19,777
|
|
|
12,257
|
|
|
13,288
|
|
|||||
|
Other Investments
|
|
|
|
|
|
|
|
|
|
|
20,471
|
|
|
8,936
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
$
|
294,465
|
|
|
265,418
|
|
||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||
|
|
August 31,
|
|
August 31,
|
|||||||||
|
(In thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|||||
|
Rialto Real Estate Fund, LP (1)
|
$
|
3,544
|
|
|
10,577
|
|
|
9,286
|
|
|
29,537
|
|
|
Rialto Real Estate Fund II, LP (1)
|
94
|
|
|
—
|
|
|
4,303
|
|
|
156
|
|
|
|
Rialto Real Estate Fund III, LP
|
1,500
|
|
|
—
|
|
|
3,510
|
|
|
1,448
|
|
|
|
Rialto Mezzanine Partners Fund, LP
|
225
|
|
|
32
|
|
|
340
|
|
|
246
|
|
|
|
Rialto Capital CMBS Fund, LP
|
999
|
|
|
765
|
|
|
1,895
|
|
|
1,900
|
|
|
|
Rialto Credit Partnership, LP
|
—
|
|
|
—
|
|
|
137
|
|
|
—
|
|
|
|
|
$
|
6,362
|
|
|
11,374
|
|
|
19,471
|
|
|
33,287
|
|
|
(1)
|
During the
three and nine months ended August 31, 2018
, Rialto received $3.4 million and $9.1 million, respectively, of carried interest distributions, net of prior advance distributions, with regard to its carried interest in Rialto Real Estate Fund, LP and Rialto Real Estate Fund II, LP. During the
three and nine months ended August 31, 2017
, Rialto received
$10.6 million
and
$29.4 million
, respectively, of carried interest distributions, net of prior advance distributions, with regard to its carried interest in Rialto Real Estate Fund, LP and Rialto Real Estate Fund II, LP.
|
|
|
August 31, 2018
|
|||||||||||
|
(In thousands)
|
Hypothetical Carried Interest
|
|
Paid as Advanced Tax Distribution
|
|
Paid as Carried Interest
|
|
Hypothetical Carried Interest, Net
|
|||||
|
Rialto Real Estate Fund, LP
|
$
|
171,396
|
|
|
52,486
|
|
|
45,687
|
|
|
73,223
|
|
|
Rialto Real Estate Fund II, LP (1)
|
56,364
|
|
|
14,723
|
|
|
719
|
|
|
40,922
|
|
|
|
|
$
|
227,760
|
|
|
67,209
|
|
|
46,406
|
|
|
114,145
|
|
|
(1)
|
Net of interests of participating employees (refer to paragraph below).
|
|
(In thousands)
|
August 31,
2018 |
|
November 30,
2017 |
|||
|
Assets:
|
|
|
|
|||
|
Cash and cash equivalents
|
$
|
36,406
|
|
|
95,552
|
|
|
Loans receivable
|
697,262
|
|
|
538,317
|
|
|
|
Real estate owned
|
266,406
|
|
|
348,601
|
|
|
|
Investment securities
|
2,219,660
|
|
|
1,849,795
|
|
|
|
Investments in partnerships
|
406,600
|
|
|
393,874
|
|
|
|
Other assets
|
43,046
|
|
|
42,949
|
|
|
|
|
$
|
3,669,380
|
|
|
3,269,088
|
|
|
Liabilities and equity:
|
|
|
|
|||
|
Accounts payable and other liabilities
|
$
|
32,081
|
|
|
48,374
|
|
|
Notes payable (1)
|
591,329
|
|
|
576,810
|
|
|
|
Equity
|
3,045,970
|
|
|
2,643,904
|
|
|
|
|
$
|
3,669,380
|
|
|
3,269,088
|
|
|
(1)
|
Notes payable are net of debt issuance costs of
$2.9 million
and
$3.1 million
, as of
August 31, 2018
and
November 30, 2017
, respectively.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||
|
|
August 31,
|
|
August 31,
|
||||||||||
|
(Dollars in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||
|
Revenues
|
$
|
97,973
|
|
|
64,267
|
|
|
283,510
|
|
|
182,453
|
|
|
|
Costs and expenses
|
23,299
|
|
|
26,752
|
|
|
66,735
|
|
|
83,753
|
|
||
|
Other income (expense), net (1)
|
(22,644
|
)
|
|
245
|
|
|
(1,166
|
)
|
|
9,893
|
|
||
|
Net earnings of unconsolidated entities
|
$
|
52,030
|
|
|
37,760
|
|
|
215,609
|
|
|
108,593
|
|
|
|
Rialto equity in earnings from unconsolidated entities
|
$
|
5,266
|
|
|
4,858
|
|
|
18,496
|
|
|
11,310
|
|
|
|
Rialto's investments in unconsolidated entities
|
|
|
|
|
$
|
294,465
|
|
|
249,551
|
|
|||
|
Equity of the unconsolidated entities
|
|
|
|
|
$
|
3,045,970
|
|
|
2,514,797
|
|
|||
|
Rialto's investment % in the unconsolidated entities
|
|
|
|
|
10
|
%
|
|
10
|
%
|
||||
|
(1)
|
Other income (expense), net, includes realized and unrealized gains (losses) on investments.
|
|
(In thousands)
|
August 31,
2018 |
|
November 30,
2017 |
|||
|
Assets:
|
|
|
|
|||
|
Cash and cash equivalents
|
$
|
30,472
|
|
|
37,073
|
|
|
Operating properties and equipment
|
3,623,800
|
|
|
2,952,070
|
|
|
|
Other assets
|
38,309
|
|
|
36,772
|
|
|
|
|
$
|
3,692,581
|
|
|
3,025,915
|
|
|
Liabilities and equity:
|
|
|
|
|||
|
Accounts payable and other liabilities
|
$
|
201,301
|
|
|
212,123
|
|
|
Notes payable (1)
|
1,287,488
|
|
|
879,047
|
|
|
|
Equity
|
2,203,792
|
|
|
1,934,745
|
|
|
|
|
$
|
3,692,581
|
|
|
3,025,915
|
|
|
(1)
|
Notes payable are net of debt issuance costs of
$17.4 million
and
$17.6 million
, as of
August 31, 2018
and
November 30, 2017
.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||
|
|
August 31,
|
|
August 31,
|
||||||||||
|
(In thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||
|
Revenues
|
$
|
31,907
|
|
|
18,822
|
|
|
82,980
|
|
|
44,414
|
|
|
|
Costs and expenses
|
47,235
|
|
|
28,904
|
|
|
122,512
|
|
|
75,727
|
|
||
|
Other income, net
|
13,588
|
|
|
47,210
|
|
|
52,457
|
|
|
125,939
|
|
||
|
Net earnings (loss) of unconsolidated entities
|
$
|
(1,740
|
)
|
|
37,128
|
|
|
12,925
|
|
|
94,626
|
|
|
|
Lennar Multifamily equity in earnings (loss) from unconsolidated entities (1)
|
$
|
(1,730
|
)
|
|
11,645
|
|
|
15,293
|
|
|
44,219
|
|
|
|
Our investments in unconsolidated entities
|
|
|
|
|
$
|
482,241
|
|
|
397,119
|
|
|||
|
Equity of the unconsolidated entities
|
|
|
|
|
$
|
2,203,792
|
|
|
1,877,982
|
|
|||
|
Our investment % in the unconsolidated entities
|
|
|
|
|
|
|
22
|
%
|
|
21
|
%
|
||
|
(1)
|
During the
three and nine months ended August 31, 2018
, our Lennar Multifamily segment sold
one
and
four
operating properties, respectively, through its unconsolidated entities resulting in the segment's
$1.7 million
and
$23.3 million
share of gains, respectively. During the
three and nine months ended August 31, 2017
, our Lennar Multifamily segment sold
two
and
five
operating properties,
|
|
|
Controlled Homesites
|
|
|
|
|
|||||||||
|
August 31, 2018
|
Optioned
|
|
JVs
|
|
Total
|
|
Owned
Homesites
|
|
Total
Homesites
|
|||||
|
East
|
23,399
|
|
|
3,482
|
|
|
26,881
|
|
|
92,657
|
|
|
119,538
|
|
|
Central
|
12,007
|
|
|
—
|
|
|
12,007
|
|
|
44,948
|
|
|
56,955
|
|
|
West
|
5,815
|
|
|
6,049
|
|
|
11,864
|
|
|
49,386
|
|
|
61,250
|
|
|
Other
|
5,948
|
|
|
—
|
|
|
5,948
|
|
|
17,908
|
|
|
23,856
|
|
|
Total homesites (1)
|
47,169
|
|
|
9,531
|
|
|
56,700
|
|
|
204,899
|
|
|
261,599
|
|
|
|
Controlled Homesites
|
|
|
|
|
|||||||||
|
August 31, 2017
|
Optioned
|
|
JVs
|
|
Total
|
|
Owned
Homesites
|
|
Total
Homesites
|
|||||
|
East
|
15,960
|
|
|
482
|
|
|
16,442
|
|
|
66,772
|
|
|
83,214
|
|
|
Central
|
7,911
|
|
|
1,135
|
|
|
9,046
|
|
|
32,634
|
|
|
41,680
|
|
|
West
|
3,388
|
|
|
3,935
|
|
|
7,323
|
|
|
35,659
|
|
|
42,982
|
|
|
Other
|
1,861
|
|
|
—
|
|
|
1,861
|
|
|
6,405
|
|
|
8,266
|
|
|
Total homesites (1)
|
29,120
|
|
|
5,552
|
|
|
34,672
|
|
|
141,470
|
|
|
176,142
|
|
|
(1)
|
The increase in homesites at
August 31, 2018
was primarily due to the acquisition of approximately 68,000 homesites as part of the CalAtlantic acquisition.
|
|
•
|
As part of the CalAtlantic acquisition on February 12, 2018, we became subject, on a consolidated basis, to $3.9 billion of senior notes payable and other debts payable.
|
|
•
|
In May 2018, we redeemed
$575 million
aggregate principal amount of the
8.375%
Senior Notes due 2018.
|
|
•
|
In June 2018, we redeemed
$250 million
aggregate principal amount of the
6.95%
Senior Notes.
|
|
•
|
As of
August 31, 2018
, we had
$650 million
of outstanding borrowings under our Credit Facility.
|
|
•
|
As of
August 31, 2018
, borrowings under Rialto's and Lennar Financial Services' warehouse repurchase facilities were
$94.5 million
and
$966.5 million
, respectively.
|
|
|
Payments Due by Period
|
|||||||||||||||||
|
(In thousands)
|
Total
|
|
Three Months ending November 30, 2018
|
|
December 1, 2018 through November 30, 2019
|
|
December 1, 2019 through November 30, 2021
|
|
December 1, 2021 through November 30, 2023
|
|
Thereafter
|
|||||||
|
Lennar Homebuilding - Senior notes and other debts payable (1)
|
$
|
9,319,092
|
|
|
45,331
|
|
|
1,525,905
|
|
|
1,626,363
|
|
|
2,429,018
|
|
|
3,692,475
|
|
|
Rialto - Notes and other debt payable (2)
|
247,898
|
|
|
116,799
|
|
|
—
|
|
|
1,121
|
|
|
15,596
|
|
|
114,382
|
|
|
|
Lennar Financial Services - Notes and other debts payable
|
966,626
|
|
|
966,551
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Interest commitments under interest bearing debt (3)
|
2,081,642
|
|
|
115,059
|
|
|
427,689
|
|
|
685,408
|
|
|
454,245
|
|
|
399,241
|
|
|
|
Other contractual obligations (4)
|
279,466
|
|
|
79,003
|
|
|
142,779
|
|
|
57,684
|
|
|
—
|
|
|
—
|
|
|
|
Total contractual obligations
|
$
|
12,894,724
|
|
|
1,322,743
|
|
|
2,096,448
|
|
|
2,370,576
|
|
|
2,898,859
|
|
|
4,206,098
|
|
|
(1)
|
The amounts presented in the table above exclude debt issuance costs, any discounts/premiums and purchase accounting adjustments.
|
|
(2)
|
Primarily includes notes payable and other debts payable of
$94.5 million
related to the Rialto warehouse repurchase facilities and
$131.1 million
related to Rialto's long-term loan facilities ("CMBS Loan Facilities") to finance the purchase of CMBS. These amounts exclude debt issuance costs and any discounts/premiums.
|
|
(3)
|
Interest commitments on variable interest-bearing debt are determined based on the interest rates as of
August 31, 2018
.
|
|
(4)
|
Amounts include
$79.9 million
remaining equity commitment to fund the Venture Fund for future expenditures related to the construction and development of projects and
$199.6 million
remaining equity commitment to fund Venture Fund II for future expenditures related to construction and development of projects.
|
|
|
Three Months Ending November 30,
|
|
Years Ending November 30,
|
|
|
|
|
|
Fair Value at August 31,
|
||||||||||||||||||
|
(Dollars in millions)
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
2018
|
||||||||||
|
LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Lennar Homebuilding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Senior Notes and
other debts payable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Fixed rate
|
$
|
45.3
|
|
|
1,525.9
|
|
|
650.3
|
|
|
926.1
|
|
|
1,745.1
|
|
|
48.1
|
|
|
3,692.5
|
|
|
8,633.3
|
|
|
8,651.8
|
|
|
Average interest rate
|
3.4
|
%
|
|
4.3
|
%
|
|
4.5
|
%
|
|
6.2
|
%
|
|
4.9
|
%
|
|
5.2
|
%
|
|
4.9
|
%
|
|
4.9
|
%
|
|
—
|
|
|
|
Variable rate
|
$
|
—
|
|
|
—
|
|
|
39.1
|
|
|
10.9
|
|
|
—
|
|
|
635.8
|
|
|
—
|
|
|
685.8
|
|
|
733.4
|
|
|
Average interest rate
|
—
|
|
|
—
|
|
|
4.6
|
%
|
|
4.1
|
%
|
|
—
|
|
|
3.8
|
%
|
|
—
|
|
|
3.9
|
%
|
|
—
|
|
|
|
Rialto:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Notes and other
debts payable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Fixed rate
|
$
|
1.7
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
15.6
|
|
|
—
|
|
|
114.4
|
|
|
132.8
|
|
|
133.4
|
|
|
Average interest rate
|
3.3
|
%
|
|
—
|
|
|
—
|
|
|
3.3
|
%
|
|
3.3
|
%
|
|
—
|
|
|
3.3
|
%
|
|
3.3
|
%
|
|
—
|
|
|
|
Variable rate
|
$
|
115.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115.1
|
|
|
115.1
|
|
|
Average interest rate
|
4.4
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
%
|
|
—
|
|
|
|
Lennar Financial Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Notes and other
debts payable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Fixed rate
|
$
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
Average interest rate
|
—
|
|
|
4.0
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
%
|
|
—
|
|
|
|
Variable rate
|
$
|
966.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
966.5
|
|
|
966.5
|
|
|
Average interest rate
|
4.2
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.2
|
%
|
|
—
|
|
|
|
Period:
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
|
|
Maximum Number of Shares that may yet be Purchased under the Plans or Programs (2)
|
|||||
|
June 1 to June 30, 2018
|
2,814
|
|
|
$
|
51.55
|
|
|
—
|
|
|
6,218,968
|
|
|
July 1 to July 31, 2018
|
400,769
|
|
|
$
|
51.94
|
|
|
—
|
|
|
6,218,968
|
|
|
August 1 to August 31, 2018
|
610
|
|
|
$
|
51.05
|
|
|
—
|
|
|
6,218,968
|
|
|
(1)
|
Represents shares of Class A common stock withheld by us to cover withholding taxes due, at the election of certain holders of nonvested shares, with market value approximating the amount of withholding taxes due.
|
|
(2)
|
In June 2001, our Board of Directors authorized a stock repurchase program under which we were authorized to purchase up to
20 million
shares of our outstanding Class A common stock or Class B common stock. This repurchase authorization has no expiration date.
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.
|
|
|
|
101.
|
|
The following financial statements from Lennar Corporation Quarterly Report on Form 10-Q for the quarter ended August 31, 2018, filed on October 9, 2018, were formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Cash Flows and (iv) the Notes to Condensed Consolidated Financial Statements.
|
|
|
|
|
Lennar Corporation
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date:
|
October 9, 2018
|
|
/s/ Diane Bessette
|
|
|
|
|
Diane Bessette
|
|
|
|
|
Vice President, Chief Financial Officer and Treasurer
|
|
|
|
|
|
|
Date:
|
October 9, 2018
|
|
/s/ David Collins
|
|
|
|
|
David Collins
|
|
|
|
|
Controller
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
Customers
| Customer name | Ticker |
|---|---|
| Apartment Investment and Management Company | AIV |
| The Hanover Insurance Group, Inc. | THG |
| Markel Corporation | MKL |
| W. R. Berkley Corporation | WRB |
Suppliers
| Supplier name | Ticker |
|---|---|
| Omega Flex, Inc. | OFLX |
| The Home Depot, Inc. | HD |
| Honeywell International Inc. | HON |
| Caterpillar Inc. | CAT |
| Deere & Company | DE |
| 3M Company | MMM |
| Ecolab Inc. | ECL |
| Waste Management, Inc. | WM |
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|