LENNAR CORP /NEW/ 10-Q

Item 1. Financial Statements Lennar Corporation and Subsidiaries Condensed Consolidated Balance Sheets (Dollars in thousands) (unaudited) August 31, November 30, 2021 (1) 2020 (1) ASSETS Homebuilding: Cash and cash equivalents $ 2,623,320 2,703,986 Restricted cash 21,519 15,211 Receivables, net 369,492 298,671 Inventories: Finished homes and construction in progress 10,891,592 8,593,399 Land and land under development 7,210,032 7,495,262 Consolidated inventory not owned 1,004,319 836,567 Total inventories 19,105,943 16,925,228 Investments in unconsolidated entities 983,429 953,177 Goodwill 3,442,359 3,442,359 Other assets 1,034,691 1,190,793 27,580,753 25,529,425 Financial Services 2,282,873 2,708,118 Multifamily 1,226,692 1,175,908 Lennar Other 1,653,872 521,726 Total assets $ 32,744,190 29,935,177 (1) Under certain provisions of Accounting Standards Codification ("ASC") Topic 810, Consolidations ("ASC 810"), the Company is required to separately disclose on its condensed consolidated balance sheets the assets owned by consolidated variable interest entities ("VIEs") and liabilities of consolidated VIEs as to which neither Lennar Corporation, nor any of its subsidiaries, has any obligations. As of August 31, 2021, total assets include $ 1.0 billion related to consolidated VIEs of which $ 61.1 million is included in Homebuilding cash and cash equivalents, $ 4.4 million in Homebuilding receivables, net, $ 14.3 million in Homebuilding finished homes and construction in progress, $ 623.9 million in Homebuilding land and land under development, $ 284.7 million in Homebuilding consolidated inventory not owned, $ 1.3 million in Homebuilding investments in unconsolidated entities, $ 17.1 million in Homebuilding other assets and $ 17.7 million in Multifamily assets. As of November 30, 2020, total assets include $ 1.1 billion related to consolidated VIEs of which $ 32.1 million is included in Homebuilding cash and cash equivalents, $ 0.1 million in Homebuilding receivables, net, $ 14.2 million in Homebuilding finished homes and construction in progress, $ 486.8 million in Homebuilding land and land under development, $ 426.3 million in Homebuilding consolidated inventory not owned, $ 1.6 million in Homebuilding investments in unconsolidated entities, $ 120.6 million in Homebuilding other assets and $ 39.9 million in Multifamily assets. See accompanying notes to condensed consolidated financial statements. 3 Lennar Corporation and Subsidiaries Condensed Consolidated Balance Sheets (Continued) (In thousands, except share amounts) (unaudited) August 31, November 30, 2021 (2) 2020 (2) LIABILITIES AND EQUITY Homebuilding: Accounts payable $ 1,230,577 1,037,338 Liabilities related to consolidated inventory not owned 841,539 706,691 Senior notes and other debts payable, net 5,542,513 5,955,758 Other liabilities 2,716,872 2,225,864 10,331,501 9,925,651 Financial Services 1,272,218 1,644,248 Multifamily 259,145 252,911 Lennar Other 101,787 12,966 Total liabilities 11,964,651 11,835,776 Stockholders’ equity: Preferred stock — — Class A common stock of $ 0.10 par value; Authorized: August 31, 2021 and November 30, 2020 - 400,000,000 shares; Issued: August 31, 2021 - 300,499,577 shares and November 30, 2020 - 298,942,836 shares 30,050 29,894 Class B common stock of $ 0.10 par value; Authorized: August 31, 2021 and November 30, 2020 - 90,000,000 shares; Issued: August 31, 2021 - 39,443,168 shares and November 30, 2020 - 39,443,168 shares 3,944 3,944 Additional paid-in capital 8,778,609 8,676,056 Retained earnings 13,570,626 10,564,994 Treasury stock, at cost; August 31, 2021 - 28,647,421 shares of Class A common stock and 1,822,016 shares of Class B common stock; November 30, 2020 - 23,864,589 shares of Class A common stock and 1,822,016 shares of Class B common stock ( 1,731,741 ) ( 1,279,227 ) Accumulated other comprehensive loss ( 1,300 ) ( 805 ) Total stockholders’ equity 20,650,188 17,994,856 Noncontrolling interests 129,351 104,545 Total equity 20,779,539 18,099,401 Total liabilities and equity $ 32,744,190 29,935,177 (2) Under certain provisions of ASC 810, the Company is required to separately disclose on its condensed consolidated balance sheets the assets owned by consolidated VIEs and liabilities of consolidated VIEs as to which neither Lennar Corporation, nor any of its subsidiaries, has any obligations. As of August 31, 2021, total liabilities include $ 320.6 million related to consolidated VIEs as to which there was no recourse against the Company, of which $ 25.4 million is included in Homebuilding accounts payable, $ 232.8 million in Homebuilding liabilities related to consolidated inventory not owned, $ 50.0 million in Homebuilding senior notes and other debts payable and $ 12.5 million in Homebuilding other liabilities. As of November 30, 2020, total liabilities include $ 528.5 million related to consolidated VIEs as to which there was no recourse against the Company, of which $ 28.4 million is included in Homebuilding accounts payable, $ 351.4 million in Homebuilding liabilities related to consolidated inventory not owned, $ 129.1 million in Homebuilding senior notes and other debt payable, $ 9.9 million in Homebuilding other liabilities and $ 9.8 million in Multifamily liabilities. See accompanying notes to condensed consolidated financial statements. 4 Lennar Corporation and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (In thousands, except per share amounts) (unaudited) Three Months Ended Nine Months Ended August 31, August 31, 2021 2020 2021 2020 Revenues: Homebuilding $ 6,558,509 5,505,120 17,529,606 14,626,720 Financial Services 206,973 237,068 669,789 631,992 Multifamily 167,921 115,170 476,837 370,904 Lennar Other 8,000 12,896 20,884 33,348 Total revenues 6,941,403 5,870,254 18,697,116 15,662,964 Costs and expenses: Homebuilding 5,225,497 4,673,158 14,253,299 12,684,295 Financial Services 94,890 101,989 290,179 363,688 Multifamily 174,410 118,786 474,389 379,607 Lennar Other 9,010 2,062 18,994 3,564 Corporate general and administrative 94,942 85,998 296,190 246,815 Charitable foundation contribution 15,199 6,663 42,006 16,144 Total costs and expenses 5,613,948 4,988,656 15,375,057 13,694,113 Homebuilding equity in earnings (loss) from unconsolidated entities 2,391 ( 6,431 ) ( 3,862 ) ( 20,077 ) Homebuilding other income (expense), net ( 5,570 ) ( 11,787 ) 3,043 ( 16,845 ) Financial Services gain on deconsolidation — — — 61,418 Multifamily equity in earnings (loss) from unconsolidated entities and other gain ( 2,904 ) ( 1,532 ) 9,682 4,702 Lennar Other realized and unrealized gain (loss) 495,202 — 847,377 — Lennar Other equity in earnings (loss) from unconsolidated entities and other income (expense), net ( 2,220 ) ( 2,835 ) 59,954 ( 38,907 ) Earnings before income taxes 1,814,354 859,013 4,238,253 1,959,142 Provision for income taxes ( 405,136 ) ( 189,690 ) ( 975,354 ) ( 382,498 ) Net earnings (including net earnings (loss) attributable to noncontrolling interests) 1,409,218 669,323 3,262,899 1,576,644 Less: Net earnings (loss) attributable to noncontrolling interests 2,330 2,905 23,279 ( 5,632 ) Net earnings attributable to Lennar $ 1,406,888 666,418 3,239,620 1,582,276 Other comprehensive income (loss), net of tax: Net unrealized gain (loss) on securities available-for-sale $ 131 175 ( 495 ) ( 209 ) Reclassification adjustments for loss included in earnings, net of tax — — — ( 452 ) Total other comprehensive income (loss), net of tax $ 131 175 ( 495 ) ( 661 ) Total comprehensive income attributable to Lennar $ 1,407,019 666,593 3,239,125 1,581,615 Total comprehensive income (loss) attributable to noncontrolling interests $ 2,330 2,905 23,279 ( 5,632 ) Basic earnings per share $ 4.52 2.13 10.37 5.05 Diluted earnings per share $ 4.52 2.12 10.36 5.03 See accompanying notes to condensed consolidated financial statements. 5 Lennar Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (In thousands) (unaudited) Nine Months Ended August 31, 2021 2020 Cash flows from operating activities: Net earnings (including net earnings (loss) attributable to noncontrolling interests) $ 3,262,899 1,576,644 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 65,845 68,771 Amortization of discount/premium on debt, net ( 6,257 ) ( 18,632 ) Equity in (earnings) loss from unconsolidated entities ( 64,571 ) 50,971 Distributions of earnings from unconsolidated entities 40,552 39,036 Share-based compensation expense 105,386 83,799 Deferred income tax expense 288,259 124,906 Loans held-for-sale unrealized loss 26,156 — Lennar Other unrealized/realized gain ( 847,377 ) — Gain on sale of other assets and operating properties and equipment ( 18,596 ) ( 15,846 ) Loss on consolidation — 4,824 Gain on deconsolidation of previously consolidated entity — ( 61,418 ) Gain on sale of interest in unconsolidated entity and other Multifamily gain ( 1,167 ) ( 4,661 ) Gain on sale of Financial Services' portfolio/businesses ( 2,528 ) ( 5,014 ) Valuation adjustments and write-offs of option deposits and pre-acquisition costs 16,020 76,630 Changes in assets and liabilities: Decrease in receivables 131,282 264,643 (Increase) decrease in inventories, excluding valuation adjustments and write-offs of option deposits and pre-acquisition costs ( 2,252,820 ) 113,429 Increase in other assets ( 154,005 ) ( 124,641 ) Decrease in loans held-for-sale 209,262 557,757 Increase in accounts payable and other liabilities 514,007 165,646 Net cash provided by operating activities 1,312,347 2,896,844 Cash flows from investing activities: Net additions of operating properties and equipment ( 39,959 ) ( 42,856 ) Proceeds from the sale of operating properties and equipment, other assets 36,882 33,096 Investments in and contributions to unconsolidated entities ( 354,588 ) ( 412,474 ) Distributions of capital from unconsolidated entities 292,466 135,677 Proceeds from sale of investment in consolidated joint venture 15,950 — Proceeds from sale of commercial mortgage-backed securities bonds 11,307 3,248 Proceeds from sale of Financial Services' portfolio/business 3,327 14,978 Increase in Financial Services loans held-for-investment, net 13,249 2,427 Purchases of investment securities ( 121,675 ) ( 49,293 ) Proceeds from maturities/sales of investment securities 11,861 46,091 Other receipts, net 12 1,639 Net cash used in investing activities $ ( 131,168 ) ( 267,467 ) See accompanying notes to condensed consolidated financial statements. 6 Lennar Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (continued) (In thousands) (unaudited) Nine Months Ended August 31, 2021 2020 Cash flows from financing activities: Net repayments under warehouse facilities $ ( 357,472 ) ( 789,339 ) Redemption of senior notes ( 299,999 ) ( 313,000 ) Principal payments on notes payable and other borrowings ( 165,403 ) ( 550,256 ) Proceeds from other borrowings 13,973 70,032 Proceeds from liabilities related to consolidated inventory not owned 441,177 — Payments related to consolidated inventory not owned ( 238,273 ) — (Payments) proceeds related to other liabilities, net ( 7,142 ) 6,559 Receipts related to noncontrolling interests 18,575 175,565 Payments related to noncontrolling interests ( 20,859 ) ( 29,450 ) Common stock: Repurchases ( 452,508 ) ( 318,989 ) Dividends ( 233,988 ) ( 117,112 ) Net cash used in financing activities $ ( 1,301,919 ) ( 1,865,990 ) Net (decrease) increase in cash and cash equivalents and restricted cash ( 120,740 ) 763,387 Cash and cash equivalents and restricted cash at beginning of period 2,932,730 1,468,691 Cash and cash equivalents and restricted cash at end of period $ 2,811,990 2,232,078 Summary of cash and cash equivalents and restricted cash: Homebuilding $ 2,623,320 1,966,796 Financial Services 137,021 217,442 Multifamily 15,302 21,591 Lennar Other 3,498 3,302 Homebuilding restricted cash 21,519 11,959 Financial Services restricted cash 11,330 10,988 $ 2,811,990 2,232,078 Supplemental disclosures of non-cash investing and financing activities: Homebuilding and Multifamily: Purchases of inventories and other assets financed by sellers $ 139,111 117,097 Non-cash contributions to unconsolidated entities 20,423 13,859 Consolidation/deconsolidation of unconsolidated/consolidated entities, net: Financial Services assets $ — 217,565 Financial Services liabilities — ( 115,175 ) Financial Services noncontrolling interests — ( 102,390 ) Inventories — 95,476 Operating properties and equipment and other assets — 6,870 Investments in unconsolidated entities — ( 68,290 ) Notes payable — ( 44,924 ) Other liabilities — ( 1,455 ) Noncontrolling interests — 12,323 See accompanying notes to condensed consolidated financial statements. 7 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (1) Basis of Presentation Basis of Consolidation The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended November 30, 2020. The basis of consolidation is unchanged from the disclosure in the Company's Notes to Consolidated Financial Statements section in its Form 10-K for the year ended November 30, 2020. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the accompanying condensed consolidated financial statements have been made. The Company has historically experienced, and expects to continue to experience, variability in quarterly results. The condensed consolidated statements of operations for the three and nine months ended August 31, 2021 are not necessarily indicative of the results to be expected for the full year. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents Homebuilding cash and cash equivalents as of August 31, 2021 and November 30, 2020 included $ 666.8 million and $ 314.3 million , respectively, of cash held in escrow. On average for the three months ended August 31, 2021, cash was held in escrow for approximately three days . Share-based Payments During the three months ended August 31, 2021, the Company granted employees an immaterial number of nonvested shares. During the three months ended August 31, 2020, the Company granted employees 0.9 million of nonvested shares. During the nine months ended August 31, 2021 and 2020, the Company granted employees 1.4 million and 1.8 million nonvested shares, respectively. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 requires immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which generally results in earlier recognition of allowances for credit losses on loans and other financial instruments. ASU 2016-13 was effective for the Company's fiscal year beginning December 1, 2020. The adoption of ASU 2016-13 did not have a material impact on the Company's condensed consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Accounting for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 was effective for the Company’s fiscal year beginning December 1, 2020. The adoption of ASU 2017-04 did not have a material impact on the Company's condensed consolidated financial statements. New Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 will be effective for the Company’s fiscal year beginning December 1, 2021. The Company is currently evaluating the impact the adoption of ASU 2019-12 will have on the Company's condensed consolidated financial statements. 8 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (Continued) Reclassifications Certain prior year amounts in the condensed consolidated financial statements have been reclassified to conform with the 2021 presentation. The Company reclassed the balance of its investment in Doma, formerly States Title, to which the Company sold the majority of the Financial Services segment's retail title agency business and title insurance underwriter in the first quarter of 2019, from the Financial Services segment to the Lennar Other segment in the condensed consolidated balance sheets for all periods presented. This was reclassed to be included in our strategic technology investments as the entity had announced that it would merge with a publicly traded special purpose acquisition company and during the three months ended August 31, 2021 completed the merger and became a publicly traded entity. In addition, the Company reflected its contributions to its charitable foundation in a new line on its condensed consolidated statements of operations for all periods presented. This was previously reflected in the Corporate general and administrative line. These reclassifications had no impact on the Company's total assets, total equity, revenues or net earnings in its condensed consolidated financial statements. (2) Operating and Reporting Segments The Company's homebuilding operations construct and sell homes primarily for first-time, move-up and active adult homebuyers primarily under the Lennar brand name. In addition, the Company's homebuilding operations purchase, develop and sell land to third parties. The Company's chief operating decision makers manage and assess the Company’s performance at a regional level. Therefore, the Company performed an assessment of its operating segments in accordance with ASC 280, Segment Reporting , and determined that the following are its operating and reportable segments: Homebuilding segments: (1) East (2) Central (3) Texas (4) West (5) Financial Services (6) Multifamily (7) Lennar Other The assets and liabilities related to the Company’s segments were as follows: (In thousands) August 31, 2021 Assets: Homebuilding Financial Services Multifamily Lennar Other Total Cash and cash equivalents $ 2,623,320 137,021 15,302 3,498 2,779,141 Restricted cash 21,519 11,330 — — 32,849 Receivables, net (1) 369,492 408,367 96,649 — 874,508 Inventories 19,105,943 — 351,753 — 19,457,696 Loans held-for-sale (2) — 1,254,589 — — 1,254,589 Investments in equity securities (3) — — — 1,149,520 1,149,520 Investments available-for-sale (4) — — — 41,695 41,695 Loans held-for-investment, net — 61,283 — — 61,283 Investments held-to-maturity — 161,532 — — 161,532 Investments in unconsolidated entities 983,429 — 682,819 387,453 2,053,701 Goodwill 3,442,359 189,699 — — 3,632,058 Other assets 1,034,691 59,052 80,169 71,706 1,245,618 $ 27,580,753 2,282,873 1,226,692 1,653,872 32,744,190 Liabilities: Notes and other debts payable, net $ 5,542,513 1,106,447 — 1,906 6,650,866 Other liabilities 4,788,988 165,771 259,145 99,881 5,313,785 $ 10,331,501 1,272,218 259,145 101,787 11,964,651 9 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (Continued) (In thousands) November 30, 2020 Assets: Homebuilding Financial Services Multifamily Lennar Other Total Cash and cash equivalents $ 2,703,986 116,171 38,963 3,918 2,863,038 Restricted cash 15,211 54,481 — — 69,692 Receivables, net (1) 298,671 552,779 86,629 — 938,079 Inventories 16,925,228 — 249,920 — 17,175,148 Loans held-for-sale (2) — 1,490,105 — — 1,490,105 Investments in equity securities (3) — — — 68,771 68,771 Investments available-for-sale (4) — — — 53,497 53,497 Loans held-for-investment, net — 72,626 — — 72,626 Investments held-to-maturity — 164,230 — — 164,230 Investments in unconsolidated entities 953,177 — 724,647 387,097 2,064,921 Goodwill 3,442,359 189,699 — — 3,632,058 Other assets 1,190,793 68,027 75,749 8,443 1,343,012 $ 25,529,425 2,708,118 1,175,908 521,726 29,935,177 Liabilities: Notes and other debts payable, net $ 5,955,758 1,463,919 — 1,906 7,421,583 Other liabilities 3,969,893 180,329 252,911 11,060 4,414,193 $ 9,925,651 1,644,248 252,911 12,966 11,835,776 (1) Receivables, net for Financial Services primarily related to loans sold to investors for which the Company had not yet been paid. (2) Loans held-for-sale related to unsold residential and commercial loans carried at fair value. (3) Investments in equity securities include investments of $ 63.9 million and $ 61.6 million without readily available fair values as of August 31, 2021 and November 30, 2020, respectively. (4) 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. Financial information relating to the Company’s segments was as follows: Three Months Ended August 31, 2021 (In thousands) Homebuilding Financial Services Multifamily Lennar Other Corporate and unallocated Total Revenues $ 6,558,509 206,973 167,921 8,000 — 6,941,403 Operating earnings (loss) 1,329,833 112,083 ( 9,393 ) 491,972 — 1,924,495 Corporate general and administrative expenses — — — — 94,942 94,942 Charitable foundation contribution — — — — 15,199 15,199 Earnings (loss) before income taxes 1,329,833 112,083 ( 9,393 ) 491,972 ( 110,141 ) 1,814,354 Three Months Ended August 31, 2020 Revenues $ 5,505,120 237,068 115,170 12,896 — 5,870,254 Operating earnings (loss) 813,744 135,079 ( 5,148 ) 7,999 — 951,674 Corporate general and administrative expenses — — — — 85,998 85,998 Charitable foundation contribution — — — — 6,663 6,663 Earnings (loss) before income taxes 813,744 135,079 ( 5,148 ) 7,999 ( 92,661 ) 859,013 10 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (Continued) Nine Months Ended August 31, 2021 (In thousands) Homebuilding Financial Services Multifamily Lennar Other Corporate and unallocated Total Revenues $ 17,529,606 669,789 476,837 20,884 — 18,697,116 Operating earnings 3,275,488 379,610 12,130 909,221 — 4,576,449 Corporate general and administrative expenses — — — — 296,190 296,190 Charitable foundation contribution — — — — 42,006 42,006 Earnings before income taxes 3,275,488 379,610 12,130 909,221 ( 338,196 ) 4,238,253 Nine Months Ended August 31, 2020 Revenues $ 14,626,720 631,992 370,904 33,348 — 15,662,964 Operating earnings (loss) (1) 1,905,503 329,722 ( 4,001 ) ( 9,123 ) — 2,222,101 Corporate general and administrative expenses — — — — 246,815 246,815 Charitable foundation contribution — — — — 16,144 16,144 Earnings (loss) before income taxes 1,905,503 329,722 ( 4,001 ) ( 9,123 ) ( 262,959 ) 1,959,142 (1) Operating loss for Lennar Other for the nine months ended August 31, 2020 included a $ 25.0 million write-down of assets held by Rialto legacy funds because of the disruption in the capital markets as a result of COVID-19 and the economic shutdown. Homebuilding Segments Information about homebuilding activities in states which are not economically similar to other states in the same geographic area is grouped under "Homebuilding Other," which is not considered a reportable segment. Evaluation of segment performance is based primarily on operating earnings (loss) before income taxes. Operations of the Company’s Homebuilding segments primarily include the construction and sale of single-family attached and detached homes as well as the purchase, development and sale of residential land directly and through the Company’s unconsolidated entities. Operating earnings (loss) for the Homebuilding segments consist of revenues generated from the sales of homes and land, other revenues from management fees and forfeited deposits, equity in earnings (loss) from unconsolidated entities and other income (expense), net, less the cost of homes sold and land sold, and selling, general and administrative expenses incurred by the segment. The Company’s reportable Homebuilding segments and all other homebuilding operations not required to be reported separately have homebuilding divisions located in: East: Florida, New Jersey, Pennsylvania and South Carolina Central: Georgia, Illinois, Indiana, Maryland, Minnesota, North Carolina and Virginia Texas: Texas West: Arizona, California, Colorado, Idaho, Nevada, Oregon, Utah and Washington Other: Urban divisions and other homebuilding related investments primarily in California, including FivePoint Holdings, LLC ("FivePoint") The assets related to the Company’s homebuilding segments were as follows: (In thousands) East Central Texas West Other Corporate and Unallocated Total Homebuilding August 31, 2021 $ 5,909,905 3,889,907 2,714,717 11,281,110 1,369,977 2,415,137 27,580,753 November 30, 2020 5,308,114 3,438,600 2,150,916 10,504,374 1,301,618 2,825,803 25,529,425 Financial information relating to the Company’s homebuilding segments was as follows: Three Months Ended August 31, 2021 (In thousands) East Central Texas West Other Total Homebuilding Revenues $ 1,678,851 1,268,817 827,229 2,775,556 8,056 6,558,509 Operating earnings (loss) 356,895 197,229 186,008 608,815 ( 19,114 ) 1,329,833 Three Months Ended August 31, 2020 Revenues $ 1,478,659 1,063,621 747,934 2,212,211 2,695 5,505,120 Operating earnings (loss) 244,189 132,678 116,111 342,834 ( 22,068 ) 813,744 11 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (Continued) Nine Months Ended August 31, 2021 (In thousands) East Central Texas West Other Total Homebuilding Revenues $ 4,602,560 3,294,842 2,270,566 7,338,906 22,732 17,529,606 Operating earnings (loss) 928,805 488,300 491,708 1,423,332 ( 56,657 ) 3,275,488 Nine Months Ended August 31, 2020 Revenues $ 3,908,421 2,839,415 1,933,918 5,920,804 24,162 14,626,720 Operating earnings (loss) 586,104 292,031 269,071 847,835 ( 89,538 ) 1,905,503 Financial Services Operations of the Financial Services segment include primarily mortgage financing, title and closing services primarily for buyers of the Company’s homes. It also includes originating and selling into securitizations commercial mortgage loans through its LMF Commercial business. Financial Services’ operating earnings consist of revenues generated primarily from mortgage financing, title and closing services, and property and casualty insurance, less the cost of such services and certain selling, general and administrative expenses incurred by the segment. The Financial Services segment operates generally in the same states as the Company’s homebuilding operations. At August 31, 2021, the Financial Services warehouse facilities were all 364 -day repurchase facilities and were used to fund residential mortgages or commercial mortgages for LMF Commercial as follows: (In thousands) Maximum Aggregate Commitment Residential facilities maturing: October 2021 $ 200,000 December 2021 500,000 April 2022 100,000 July 2022 600,000 Total - Residential facilities $ 1,400,000 LMF Commercial facilities maturing November 2021 $ 100,000 December 2021 (1) 411,438 July 2023 50,000 Total - LMF Commercial facilities $ 561,438 Total $ 1,961,438 (1) Includes $ 11.4 million warehouse repurchase facility used by LMF Commercial to finance the origination of floating rate accrual loans, which are reported as accrual loans within loans held-for-investment, net. The Financial Services segment uses the residential facilities to finance its residential lending activities until the mortgage loans are sold to investors and the proceeds are collected. The facilities are non-recourse to the Company and are expected to be renewed or replaced with other facilities when they mature. The LMF Commercial facilities finance LMF Commercial loan originations and securitization activities and were secured by up to an 80 % interest in the originated commercial loans financed. Borrowings and collateral under the facilities and their prior year predecessors were as follows: (In thousands) August 31, 2021 November 30, 2020 Borrowings under the residential facilities $ 900,332 1,185,797 Collateral under the residential facilities 934,345 1,231,619 Borrowings under the LMF Commercial facilities 54,990 124,617 If the facilities are not renewed or replaced, the borrowings under the lines of credit will be repaid by selling the mortgage loans held-for-sale to investors and by collecting receivables on loans sold but not yet paid for. Without the facilities, the Financial Services segment would have to use cash from operations and other funding sources to finance its lending activities. Substantially all of the residential loans the Financial Services segment originates are sold within a short period in the secondary mortgage market on a servicing released, non-recourse basis. After the loans are sold, the Company retains potential liability for possible claims by purchasers that it breached certain limited industry-standard representations and warranties in the loan sale agreements. Purchasers sometimes try to defray losses by purporting to have found inaccuracies related to sellers’ representations and warranties in particular loan sale agreements. Mortgage investors could seek to have the Company buy back mortgage loans or compensate them for losses incurred on mortgage loans that the Company has sold based on claims that the Company breached its limited representations or warranties. The Company’s mortgage operations have established accruals for 12 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (Continued) possible losses associated with mortgage loans previously originated and sold to investors. The Company establishes accruals for such possible losses based upon, among other things, an analysis of repurchase requests received, an estimate of potential repurchase claims not yet received and actual past repurchases and losses through the disposition of affected loans as well as previous settlements. While the Company believes that it has adequately reserved for known losses and projected repurchase requests, given the volatility in the residential mortgage industry and the uncertainty regarding the ultimate resolution of these claims, if either actual repurchases or the losses incurred resolving those repurchases exceed the Company’s expectations, additional recourse expense may be incurred. Loan origination liabilities are included in Financial Services’ liabilities in the Company's condensed consolidated balance sheets. The activity in the Company’s loan origination liabilities was as follows: Three Months Ended Nine Months Ended August 31, August 31, (In thousands) 2021 2020 2021 2020 Loan origination liabilities, beginning of period $ 9,454 10,880 7,569 9,364 Provision for losses 1,147 1,234 3,227 3,149 Payments/settlements ( 237 ) ( 24 ) ( 432 ) ( 423 ) Loan origination liabilities, end of period $ 10,364 12,090 10,364 12,090 LMF Commercial - loans held-for-sale LMF Commercial originated commercial loans as follows: Three Months Ended Nine Months Ended August 31, August 31, (Dollars in thousands) 2021 2020 2021 2020 Originations (1) $ 178,669 164,380 594,667 582,030 Sold 226,357 164,874 665,062 622,251 Securitizations 1 1 4 4 (1) During both the three and nine months ended August 31, 2021 and 2020 all the commercial loans originated were recorded as loans held-for-sale, which are held at fair value. Investments held-to-maturity At August 31, 2021 and November 30, 2020, the Financial Services segment held commercial mortgage-backed securities ("CMBS"). These securities are classified as held-to-maturity based on its intent and ability to hold the securities until maturity and changes in estimated cash flows are reviewed periodically to determine if an other-than-temporary impairment has occurred. Based on the segment’s assessment, no impairment charges were recorded during either the three or nine months ended August 31, 2021 or 2020. The Company has financing agreements to finance CMBS that have been purchased as investments by the Financial Services segment. Details related to Financial Services' CMBS were as follows: (Dollars in thousands) August 31, 2021 November 30, 2020 Carrying value $ 161,532 164,230 Outstanding debt, net of debt issuance costs 151,124 153,505 Incurred interest rate 3.4 % 3.4 % August 31, 2021 Discount rates at purchase 6 % — 84 % Coupon rates 2.0 % — 5.3 % Distribution dates October 2027 — December 2028 Stated maturity dates October 2050 — December 2051 Multifamily The Company is actively involved, primarily through unconsolidated entities, in the development, construction and property management of multifamily rental properties. The Multifamily segment focuses on developing a geographically diversified portfolio of institutional quality multifamily rental properties in select U.S. markets. Operations of the Multifamily segment include revenues generated from the sales of land, revenue from construction activities, and management and promote fees generated from joint ventures and equity in earnings (loss) from unconsolidated entities and other gains (which includes sales of buildings), less the cost of sales of land sold, expenses related to construction activities and general and administrative expenses. 13 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (Continued) Lennar Other Lennar Other primarily includes strategic investments in technology companies, primarily managed by the Company's LEN X subsidiary, and fund interests the Company retained when it sold the Rialto asset and investment management platform. Operations of the Lennar Other segment include operating earnings (loss) consisting of revenues generated primarily from the Company's share of carried interests in the Rialto fund investments retained after the sale of Rialto's asset and investment management platform, along with equity in earnings (loss) from the Rialto fund investments and strategic technology investments, gains (losses) from investments in equity securities and other income (expense), net from the remaining assets related to the Company's former Rialto segment. During the nine months ended August 31, 2021, the Company completed the sale of the Company's residential solar business to Sunnova Energy International Inc. ("Sunnova") for shares in Sunnova. The Company recorded a gain of $ 153.0 million upon the closing of the sale. The calculation of the gain included the fair value of the 3.1 million shares in initial consideration received at closing and the fair value of potential shares to be received upon achievement of earnouts. The significant unobservable fair value assumptions used in the calculation were a terminal value multiple of 3 and a 15 % discount rate. The fair value of the earnouts was also based on the probability of achieving full or partial earnouts. The investments in Opendoor Technologies, Inc. ("Opendoor"), Sunnova, Hippo Holdings, Inc. ("Hippo"), SmartRent, Inc. ("SmartRent") and Blend Labs, Inc. ("Blend") are held at market and will therefore change depending on the value of the Company's share holdings in those entities on the last day of each quarter. The following is a detail of Lennar Other realized and unrealized gain (loss): Three Months Ended Nine Months Ended August 31, August 31, 2021 2020 2021 2020 Hippo (HIPO) mark to market $ 324,855 — 324,855 — SmartRent (SMRT) mark to market 100,793 — 100,793 — Opendoor (OPEN) mark to market 37,301 — 272,756 — Sunnova (NOVA) mark to market 23,870 — ( 14,465 ) — Blend Labs (BLND) mark to market 6,852 — 6,852 — Gain on sale of solar business 1,531 — 153,006 — Other realized gain — — 3,580 — $ 495,202 — 847,377 — During the nine months ended August 31, 2021 , Opendoor, Hippo, SmartRent and Blend began trading and the Company began to mark to market the Company's share holdings in the public entities. The mark to market recognition was due to the entities in which the Company holds the investments going public and the loss of a contractual right to a board seat, where applicable, during the nine months ended August 31, 2021 and the investments now being accounted for as investments in equity securities which are held at fair value and the changes in fair value are recognized through earnings. As of November 30, 2020, the investments were included in the Company's investments in unconsolidated entities and were accounted for using the equity method. In addition, as previously noted, Doma Holdings, Inc. ("Doma") went public during the three months ended August 31, 2021. Doma is an investment that continues to be accounted for under the equity method due to the Company's significant ownership interest which allows the Company to exercise significant influence. As of August 31, 2021, the Company owns approximately 25 % of Doma and the carrying amount of the Company's investment is $ 62.4 million. (3) Investments in Unconsolidated Entities Homebuilding Unconsolidated Entities The investments in the Company's Homebuilding unconsolidated entities were as follows: (In thousands) August 31, 2021 November 30, 2020 Investments in unconsolidated entities (1) (2) $ 983,429 953,177 Underlying equity in unconsolidated entities' net assets (1) 1,291,535 1,269,701 (1) The basis difference was primarily as a result of the Company contributing its investment in three strategic joint ventures with a higher fair value than book value for an investment in the FivePoint entity and deferring equity in earnings on land sales to the Company. (2) Included in the Company's recorded investments in Homebuilding unconsolidated entities is the Company's 40 % ownership of FivePoint. As of August 31, 2021 and November 30, 2020, the carrying amount of the Company's investment was $ 389.8 million and $ 392.1 million, respectively. The Company has an immaterial amount of recourse exposure to debt of the Homebuilding unconsolidated entities in which it has investments. While the Company sometimes guarantees debt of unconsolidated entities, in most instances the Company’s partners have also guaranteed that debt and are required to contribute their shares of any payments. In most 14 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (Continued) instances the amount of guaranteed debt of an unconsolidated entity is less than the value of the collateral securing it. In the first quarter of 2021, the Company formed the Upward America Venture ("the Venture"). The Venture acquires single family homes for rent in high growth markets across the United States. The Venture raised equity to get to a total commitment of $ 1.25 billion led by institutional investors. Including leverage, the Venture will be positioned to acquire over $ 4.0 billion of new single family homes and townhomes from Lennar and potentially other homebuilders. Multifamily Unconsolidated Entities The unconsolidated entities in which the Multifamily segment has investments usually finance their activities with a combination of partner equity and debt financing. In connection with many of the bank loans to Multifamily unconsolidated entities, the Company (or entities related to them) has been required to give guarantees of completion and cost over-runs to the lenders and partners. The details related to these are unchanged from the disclosure in the Company's Notes to the Financial Statements section in its Form 10-K for the year ended November 30, 2020. As of both August 31, 2021 and November 30, 2020, the fair value of the completion guarantees was immaterial. As of August 31, 2021 and November 30, 2020, Multifamily segment's unconsolidated entities had non-recourse debt with completion guarantees of $ 866.9 million and $ 722.9 million, respectively. In many instances, the Multifamily segment is appointed as the construction, development and property manager for its Multifamily unconsolidated entities and receives fees for performing this function. The Multifamily segment also provides general contractor services for construction of some of the rental properties owned by unconsolidated entities in which the Company has investments. The details of the activity was as follows: Three Months Ended Nine Months Ended August 31, August 31, (In thousands) 2021 2020 2021 2020 General contractor services, net of deferrals $ 138,038 101,103 402,328 299,468 General contractor costs 137,860 97,181 391,096 287,646 Management fee income 13,822 14,067 42,881 42,464 The Multifamily segment includes Multifamily Venture Fund I ("LMV I") and Multifamily Venture Fund II LP ("LMV II"), which are long-term multifamily development investment vehicles involved in the development, construction and property management of class-A multifamily assets. Details of each as of and during the nine months ended August 31, 2021 are included below: August 31, 2021 (In thousands) LMV I LMV II Lennar's carrying value of investments $ 274,093 333,778 Equity commitments 2,204,016 1,257,700 Equity commitments called 2,148,090 1,196,418 Lennar's equity commitments 504,016 381,000 Lennar's equity commitments called 498,730 361,381 Lennar's remaining commitments 5,286 19,619 Distributions to Lennar during the nine months ended August 31, 2021 54,393 1,307 Lennar Other Unconsolidated Entities Lennar Other's unconsolidated entities includes fund investments the Company retained when it sold the Rialto assets and investment management platform, as well as strategic investments in technology companies, primarily managed by the Company's LEN X subsidiary. These strategic investments include the Company's investment in Doma, formerly known as States Title, which was reclassified from the Financial Services segment. 15 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (Continued) (4) Stockholders' Equity The following tables reflect the changes in equity attributable to both Lennar Corporation and the noncontrolling interests of its consolidated subsidiaries in which it has less than a 100% ownership interest for the three and nine months ended August 31, 2021 and 2020: Three Months Ended August 31, 2021 (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 May 31, 2021 $ 19,702,098 30,049 3,944 8,755,020 ( 1,452,874 ) ( 1,431 ) 12,241,400 125,990 Net earnings (including net earnings attributable to noncontrolling interests) 1,409,218 — — — — — 1,406,888 2,330 Employee stock and directors plans ( 32,426 ) 1 — 55 ( 32,482 ) — — — Purchases of treasury stock ( 246,385 ) — — — ( 246,385 ) — — — Amortization of restricted stock 24,752 — — 24,752 — — — — Cash dividends ( 77,662 ) — — — — — ( 77,662 ) — Receipts related to noncontrolling interests 4,670 — — — — — — 4,670 Payments related to noncontrolling interests ( 3,633 ) — — — — — — ( 3,633 ) Non-cash purchase or activity of noncontrolling interests, net ( 1,224 ) — — ( 1,218 ) — — — ( 6 ) Total other comprehensive income, net of tax 131 — — — — 131 — — Balance at August 31, 2021 $ 20,779,539 30,050 3,944 8,778,609 ( 1,731,741 ) ( 1,300 ) 13,570,626 129,351 Three Months Ended August 31, 2020 (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 May 31, 2020 $ 16,632,624 29,804 3,944 8,630,442 ( 1,253,863 ) ( 338 ) 9,132,714 89,921 Net earnings (including net earnings attributable to noncontrolling interests) 669,323 — — — — — 666,418 2,905 Employee stock and directors plans ( 22,843 ) 90 — ( 105 ) ( 22,828 ) — — — Amortization of restricted stock 28,658 — — 28,658 — — — — Cash dividends ( 38,967 ) — — — — — ( 38,967 ) — Receipts related to noncontrolling interests 6,504 — — — — — — 6,504 Payments related to noncontrolling interests ( 7,949 ) — — — — — — ( 7,949 ) Non-cash consolidations/deconsolidations, net 17,079 — — — — — — 17,079 Non-cash purchase or activity of noncontrolling interests, net ( 4,259 ) — — ( 4,041 ) — — — ( 218 ) Total other comprehensive loss, net of tax 175 — — — — 175 — — Balance at August 31, 2020 $ 17,280,345 29,894 3,944 8,654,954 ( 1,276,691 ) ( 163 ) 9,760,165 108,242 16 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (Continued) Nine Months Ended August 31, 2021 (In thousands) Total Equity Class A Common Stock Class B Common Stock Additional Paid - in Capital Treasury Stock Accumulated Other Comprehensive Loss Retained Earnings Noncontrolling Interests Balance at November 30, 2020 $ 18,099,401 29,894 3,944 8,676,056 ( 1,279,227 ) ( 805 ) 10,564,994 104,545 Net earnings (including net earnings attributable to noncontrolling interests) 3,262,899 — — — — — 3,239,620 23,279 Employee stock and directors plans ( 63,242 ) 156 — 1,161 ( 64,559 ) — — — Purchases of treasury stock ( 387,955 ) — — — ( 387,955 ) — — — Amortization of restricted stock 105,846 — — 105,846 — — — — Cash dividends ( 233,988 ) — — — — — ( 233,988 ) — Receipts related to noncontrolling interests 18,575 — — — — — — 18,575 Payments related to noncontrolling interests ( 20,859 ) — — — — — — ( 20,859 ) Non-cash purchase or activity of noncontrolling interests, net ( 643 ) — — ( 4,454 ) — — — 3,811 Total other comprehensive loss, net of tax ( 495 ) — — — — ( 495 ) — — Balance at August 31, 2021 $ 20,779,539 30,050 3,944 8,778,609 ( 1,731,741 ) ( 1,300 ) 13,570,626 129,351 Nine Months Ended August 31, 2020 (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, 2019 $ 16,033,830 29,712 3,944 8,578,219 ( 957,857 ) 498 8,295,001 84,313 Net earnings (including net loss attributable to noncontrolling interests) 1,576,644 — — — — — 1,582,276 ( 5,632 ) Employee stock and directors plans ( 29,616 ) 182 — 521 ( 30,319 ) — — — Purchases of treasury stock ( 288,515 ) — — — ( 288,515 ) — — — Amortization of restricted stock 83,799 — — 83,799 — — — — Cash dividends ( 117,112 ) — — — — — — ( 117,112 ) — Receipts related to noncontrolling interests 175,565 — — — — — — 175,565 Payments related to noncontrolling interests ( 29,450 ) — — — — — — ( 29,450 ) Non-cash consolidations/deconsolidations, net ( 114,712 ) — — — — — — ( 114,712 ) Non-cash purchase or activity of noncontrolling interests, net ( 9,427 ) — — ( 7,585 ) — — — ( 1,842 ) Total other comprehensive loss, net of tax ( 661 ) — — — — ( 661 ) — — Balance at Aug 31, 2020 $ 17,280,345 29,894 3,944 8,654,954 ( 1,276,691 ) ( 163 ) 9,760,165 108,242 On September 29, 2021, the Company's Board of Directors declared a quarterly cash dividend of $ 0.25 per share on both its Class A and Class B common stock, payable on October 28, 2021 to holders of record at the close of business on October 14, 2021. On July 19, 2021, the Company paid cash dividends of $ 0.25 per share on both its Class A and Class B common stock to holders of record at the close of business on July 2, 2021, as declared by its Board of Directors on June 18, 2021. The Company approved and paid cash dividends of $ 0.125 per share for each of the first three quarters of 2020 and $ 0.25 per share in the fourth quarter of 2020 and each of the first three quarters of 2021 on both its Class A and Class B common stock. In January 2021, the Company's Board of Directors authorized the repurchase of up to the lesser of $ 1 billion in value, excluding commissions, or 25 million in shares, of the Company's outstanding Class A and Class B common stock. The repurchase has no expiration date. The following table represents the repurchase of the Company's Class A and Class B common stocks under this program and its predecessor for the three and nine months ended August 31, 2021 and 2020: Three Months Ended Nine Months Ended August 31, 2021 August 31, 2020 August 31, 2021 August 31, 2020 (Dollars in thousands, except price per share) Class A Class B Class A Class B Class A Class B Class A Class B Shares repurchased 2,500,000 — — — 4,010,000 — 4,250,000 115,000 Total purchase price $ 246,335 $ — $ — $ — $ 387,875 $ — $ 282,274 $ 6,155 Average price per share $ 98.53 $ — $ — $ — $ 96.73 $ — $ 66.42 $ 53.52 17 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (Continued) (5) Income Taxes The provision for income taxes and effective tax rate were as follows: Three Months Ended Nine Months Ended August 31, August 31, (Dollars in thousands) 2021 2020 2021 2020 Provision for income taxes $ 405,136 189,690 975,354 382,498 Effective tax rate (1) 22.4 % 22.2 % 23.1 % 19.5 % (1) For both the three and nine months ended August 31, 2021 and 2020, the effective tax rate included state income tax expense and non-deductible executive compensation, partially offset by new energy efficient home and solar tax credits. The nine months ended August 31, 2020 also included benefits related to the years ended November 30, 2018 and 2019, due to Congress retroactively extending the new energy efficient home tax credit in December 2019. (6) Earnings Per Share Basic earnings per share is computed by dividing net earnings attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. All outstanding nonvested shares that contain non-forfeitable rights to dividends or dividend equivalents that participate in undistributed earnings with common stock are considered participating securities and are included in computing earnings per share pursuant to the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating securities according to dividends or dividend equivalents and participation rights in undistributed earnings. The Company’s restricted common stock ("nonvested shares") is considered participating securities. Basic and diluted earnings per share were calculated as follows: Three Months Ended Nine Months Ended August 31, August 31, (In thousands, except per share amounts) 2021 2020 2021 2020 Numerator: Net earnings attributable to Lennar $ 1,406,888 666,418 3,239,620 1,582,276 Less: distributed earnings allocated to nonvested shares 776 324 2,182 1,014 Less: undistributed earnings allocated to nonvested shares 15,918 7,474 38,329 17,433 Numerator for basic earnings per share 1,390,194 658,620 3,199,109 1,563,829 Less: net amount attributable to Rialto's Carried Interest Incentive Plan (1) 785 3,606 2,907 6,928 Numerator for diluted earnings per share $ 1,389,409 655,014 3,196,202 1,556,901 Denominator: Denominator for basic earnings per share - weighted average common shares outstanding 307,296 308,889 308,403 309,492 Effect of dilutive securities: Shared based payments — 1 — 1 Denominator for diluted earnings per share - weighted average common shares outstanding 307,296 308,890 308,403 309,493 Basic earnings per share $ 4.52 2.13 10.37 5.05 Diluted earnings per share $ 4.52 2.12 10.36 5.03 (1) The amounts presented relate to Rialto's Carried Interest Incentive Plan and represent the difference between the advanced tax distributions received from the Rialto funds included in the Lennar Other segment and the amount Lennar is assumed to own. For both the three and nine months ended August 31, 2021 and 2020, there were no options to purchase shares of common stock that were outstanding and anti-dilutive. 18 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (Continued) (7) Homebuilding Senior Notes and Other Debts Payable (Dollars in thousands) August 31, 2021 November 30, 2020 4.125 % senior notes due 2022 (1) $ 599,619 598,876 5.375 % senior notes due 2022 253,199 255,342 4.750 % senior notes due 2022 573,570 572,724 4.875 % senior notes due December 2023 398,147 397,347 4.500 % senior notes due 2024 648,072 647,528 5.875 % senior notes due 2024 439,978 443,484 4.750 % senior notes due 2025 498,335 498,002 5.25 % senior notes due 2026 405,800 406,709 5.00 % senior notes due 2027 352,220 352,508 4.75 % senior notes due 2027 895,322 894,760 6.25 % senior notes due December 2021 — 305,221 Mortgage notes on land and other debt 478,251 583,257 $ 5,542,513 5,955,758 (1) Subsequent to August 31, 2021, the Company provided notice that it would redeem on October 15, 2021 its $ 600 million 4.125 % senior unsecured notes, which have a scheduled maturity of January 15, 2022. The carrying amounts of the senior notes in the table above are net of debt issuance costs of $ 12.4 million and $ 15.9 million as of August 31, 2021 and November 30, 2020, respectively. In June 2021, the Company redeemed $ 300 million aggregate principal amount of its 6.25 % senior notes due December 2021. The redemption price, which was paid in cash, was 100% of the principal amount plus accrued unpaid interest. As of August 31, 2021 the maximum available borrowings on the Company's unsecured revolving credit facility (the "Credit Facility") were $ 2.5 billion and included a $ 300 million accordion feature, subject to additional commitments, thus the maximum borrowings could be $ 2.8 billion maturing in 2024. The Credit Facility agreement (the "Credit Agreement") provides that up to $ 500 million in commitments may be used for letters of credit . The maturity, debt covenants and details of the Credit Facility are unchanged from the disclosure in the Company's Financial Condition and Capital Resources section in its Form 10-K for the year ended November 30, 2020. In addition to the Credit Facility, the Company has other letter of credit facilities with different financial institutions. Procedures related to performance letters of credit, financial letters of credit and surety bonds are unchanged from the disclosure in the Company's Financial Condition and Capital Resources section in its Form 10-K for the year ended November 30, 2020. The Company's outstanding performance letters of credit and surety bonds are described below: (In thousands) August 31, 2021 November 30, 2020 Performance letters of credit $ 874,820 752,096 Surety bonds 3,465,134 3,087,711 Anticipated future costs primarily for site improvements related to performance surety bonds 1,595,800 1,584,642 The Company's senior notes are guaranteed by substantially all of the Company's 100% owned homebuilding subsidiaries and some of the Company's other subsidiaries. These guarantees are unchanged from the disclosure in the Company's Financial Condition and Capital Resources section in its Form 10-K for the year ended November 30, 2020. (8) Product Warranty Warranty and similar 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. Reserves are determined based on historical data and trends with respect to similar product types and geographical areas. The activity in 19 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (Continued) the Company’s warranty reserve, which are included in Homebuilding other liabilities, was as follows: Three Months Ended Nine Months Ended August 31, August 31, (In thousands) 2021 2020 2021 2020 Warranty reserve, beginning of the period $ 361,741 301,462 341,765 294,138 Warranties issued 55,236 50,324 149,854 134,867 Adjustments to pre-existing warranties from changes in estimates (1) 8,288 3,640 27,048 17,251 Payments ( 50,290 ) ( 36,677 ) ( 143,692 ) ( 127,507 ) Warranty reserve, end of period $ 374,975 318,749 374,975 318,749 (1) The adjustments to pre-existing warranties from changes in estimates during the three and nine months ended August 31, 2021 and August 31, 2020 primarily related to specific claims in certain of the Company's homebuilding communities and other adjustments. (9) Financial Instruments and Fair Value Disclosures The following table presents the carrying amounts and estimated fair values of financial instruments held or issued by the Company at August 31, 2021 and November 30, 2020, using available market information and what the Company believes to be appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. The use of different market assumptions and/or estimation methodologies might have a material effect on the estimated fair value amounts. The table excludes cash and cash equivalents, restricted cash, receivables, net and accounts payable, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments. August 31, 2021 November 30, 2020 (In thousands) Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value ASSETS Financial Services: Loans held-for-investment, net Level 3 $ 61,283 61,332 72,626 70,808 Investments held-to-maturity Level 3 161,532 192,510 164,230 196,047 LIABILITIES Homebuilding senior notes and other debts payable, net Level 2 $ 5,542,513 6,040,708 5,955,758 6,581,798 Financial Services notes and other debts payable, net Level 2 1,106,447 1,107,301 1,463,919 1,464,850 Lennar Other notes and other debts payable, net Level 2 1,906 1,906 1,906 1,906 The following methods and assumptions are used by the Company in estimating fair values: Financial Services —The fair values above are based on quoted market prices, if available. The fair values for instruments that do not have quoted market prices are estimated by the Company on the basis of discounted cash flows or other financial information. For notes and other debts payable, the fair values approximate their carrying value due to variable interest pricing terms and the short-term nature of the majority of the borrowings. Homebuilding —For senior notes and other debts payable, the fair value of fixed-rate borrowings is primarily based on quoted market prices and the fair value of variable-rate borrowings is based on expected future cash flows calculated using current market forward rates. Lennar Other —The fair value for notes payable approximate their carrying value due to variable interest pricing terms and the short-term nature of the borrowings. Fair Value Measurements: GAAP provides a framework for measuring fair value, expands disclosures about fair value measurements and establishes a fair value hierarchy which prioritizes the inputs used in measuring fair value summarized as follows: Level 1: Fair value determined based on quoted prices in active markets for identical assets. Level 2: Fair value determined using significant other observable inputs. Level 3: Fair value determined using significant unobservable inputs. 20 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (Continued) The Company’s financial instruments measured at fair value on a recurring basis are summarized below: Fair Value Hierarchy Fair Value at (In thousands) August 31, 2021 November 30, 2020 Financial Services Assets: Residential loans held-for-sale Level 2 $ 1,141,460 1,296,517 LMF Commercial loans held-for-sale Level 3 113,129 193,588 Mortgage servicing rights Level 3 2,382 2,113 Lennar Other: Investments in equity securities Level 1 $ 1,085,571 — Investments available-for-sale Level 3 41,695 53,497 Residential and LMF Commercial loans held-for-sale in the table above include: August 31, 2021 November 30, 2020 (In thousands) Aggregate Principal Balance Change in Fair Value Aggregate Principal Balance Change in Fair Value Residential loans held-for-sale $ 1,103,647 37,813 1,232,548 63,969 LMF Commercial loans held-for-sale 116,010 ( 2,881 ) 194,362 ( 774 ) Financial Services residential loans held-for-sale - Fair value is based on independent quoted market prices, where available, or the prices for other mortgage whole loans with similar characteristics. The Company recognizes the fair value of its rights to service a mortgage loan as revenue upon entering into an interest rate lock loan commitment with a borrower. The fair value of these are included in Financial Services’ loans held-for-sale as of August 31, 2021 and November 30, 2020. Fair value of servicing rights is determined based on actual sales of servicing rights on loans with similar characteristics. LMF Commercial loans held-for-sale - The fair value of loans held-for-sale is calculated from model-based techniques that use discounted cash flow assumptions and the Company’s own estimates of CMBS spreads, market interest rate movements and the underlying loan credit quality. The details and methods of the calculation are unchanged from the fair value disclosure in the Company's Notes to the Financial Statements section in its Form 10-K for the year ended November 30, 2020. These methods use unobservable inputs in estimating a discount rate that is used to assign a value to each loan. While the cash payments on the loans are contractual, the discount rate used and assumptions regarding the relative size of each class in the CMBS capital structure can significantly impact the valuation. Therefore, the estimates used could differ materially from the fair value determined when the loans are sold to a securitization trust. Mortgage servicing rights - Financial Services records mortgage servicing rights when it sells loans on a servicing-retained basis or through the acquisition or assumption of the right to service a financial asset. The fair value of the mortgage servicing rights is calculated using third-party valuations. The key assumptions, which are generally unobservable inputs, used in the valuation of the mortgage servicing rights include mortgage prepayment rates, discount rates and delinquency rates and are noted below: Unobservable inputs As of August 31, 2021 As of November 30, 2020 Mortgage prepayment rate 14 % 18 % Discount rate 14 % 12 % Delinquency rate 3 % 4 % Lennar Other investments in equity securities - The fair value of investments in equity securities was calculated based on independent quoted market prices. The Company’s investments in equity securities were recorded at fair value with all changes in fair value recorded to Lennar Other unrealized gain of the Company’s condensed consolidated statements of operations and comprehensive income (loss). Lennar Other investments available-for-sale - The fair value of investments available-for-sale is calculated from model-based techniques that use discounted cash flow assumptions and the Company’s own estimates of CMBS spreads, market interest rate movements and the underlying loan credit quality. Loan values are calculated by allocating the change in value of an assumed CMBS capital structure to each loan. The value of an assumed CMBS capital structure is calculated, generally, by discounting the cash flows associated with each CMBS class at market interest rates and at the Company’s own estimate of CMBS spreads. 21 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (Continued) The changes in fair values for Level 1 and Level 2 financial instruments measured on a recurring basis are shown below by financial instrument and financial statement line item: Three Months Ended Nine Months Ended August 31, August 31, (In thousands) 2021 2020 2021 2020 Changes in fair value included in Financial Services revenues: Loans held-for-sale $ 4,196 2,229 ( 26,156 ) 6 Mortgage loan commitments 118 ( 4,534 ) 260 24,177 Forward contracts 1,649 ( 205 ) 11,934 ( 1,088 ) Changes in fair value included in Lennar Other realized and unrealized gain (loss): Investments in equity securities $ 493,671 — 690,791 — Changes in fair value included in other comprehensive loss, net of tax: Lennar Other investments available-for-sale $ 131 175 ( 495 ) ( 209 ) Interest on Financial Services loans held-for-sale and LMF Commercial loans held-for-sale measured at fair value is calculated based on the interest rate of the loans and recorded as revenues in the Financial Services’ statement of operations. The following table represents the reconciliation of the beginning and ending balance for the Level 3 recurring fair value measurements in the Company's Financial Services segment: Three Months Ended August 31, 2021 August 31, 2020 (In thousands) Mortgage servicing rights LMF Commercial loans held-for-sale Mortgage servicing rights LMF Commercial loans held-for-sale Beginning balance $ 2,602 163,920 1,238 159,885 Purchases/loan originations 56 178,669 563 164,380 Sales/loan originations sold, including those not settled — ( 226,357 ) — ( 164,527 ) Disposals/settlements ( 127 ) ( 4,092 ) ( 34 ) — Changes in fair value (2) ( 149 ) 1,391 ( 411 ) ( 1,165 ) Interest and principal paydowns — ( 402 ) — ( 1,542 ) Ending balance $ 2,382 113,129 1,356 157,031 Nine Months Ended August 31, 2021 August 31, 2020 (In thousands) Mortgage servicing rights LMF Commercial loans held-for-sale Mortgage servicing rights LMF Commercial loans held-for-sale Beginning balance $ 2,113 193,588 24,679 197,224 Purchases/loan originations 499 599,465 1,917 582,030 Sales/loan originations sold, including those not settled — ( 665,062 ) — ( 622,251 ) Disposals/settlements (1) ( 1,222 ) ( 11,392 ) ( 10,231 ) — Changes in fair value (2) 992 ( 2,551 ) ( 15,009 ) 2,102 Interest and principal paydowns — ( 919 ) — ( 2,074 ) Ending balance $ 2,382 113,129 1,356 157,031 (1) The nine months ended August 31, 2020 include $ 7.5 million related to the sale of a servicing portfolio. (2) Changes in fair value for LMF Commercial loans held-for-sale and Financial Services mortgage servicing rights are included in Financial Services' revenues. The Company’s assets measured at fair value on a nonrecurring basis are those assets for which the Company has recorded valuation adjustments and write-offs. The fair values included in the table below represent only those assets whose carrying values were adjusted to fair value during the respective periods disclosed. The assets measured at fair value on a nonrecurring basis are summarized below: 22 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (Continued) Three Months Ended August 31, 2021 August 31, 2020 (In thousands) Fair Value Hierarchy Carrying Value Fair Value Total Losses, Net (1) Carrying Value Fair Value Total Losses, Net (1) Non-financial assets - Homebuilding: Finished homes and construction in progress (1) Level 3 $ 3,968 2,287 ( 1,681 ) 20,650 18,089 ( 2,561 ) Land and land under development (1) Level 3 1,625 862 ( 763 ) 21,621 12,650 ( 8,971 ) Nine Months Ended August 31, 2021 August 31, 2020 (In thousands) Fair Value Hierarchy Carrying Value Fair Value Total Losses, Net (1) Carrying Value Fair Value Total Losses, Net (1) Non-financial assets - Homebuilding: Finished homes and construction in progress (1) Level 3 $ 25,752 11,015 ( 14,737 ) 162,459 138,493 ( 23,966 ) Land and land under development (1) Level 3 2,145 862 ( 1,283 ) 86,683 34,019 ( 52,664 ) (1) Valuation adjustments were included in Homebuilding costs and expenses in the Company's condensed consolidated statements of operations and comprehensive income (loss). Finished homes and construction in progress are included within inventories. Inventories are stated at cost unless the inventory within a community is determined to be impaired, in which case the impaired inventory is written down to fair value. The Company disclosed its accounting policy related to inventories and its review for indicators of impairment in the Summary of Significant Accounting Policies in its Form 10-K for the year ended November 30, 2020. The Company estimates the fair value of inventory evaluated for impairment based on market conditions and assumptions made by management at the time the inventory is evaluated, which may differ materially from actual results if market conditions or assumptions change. For example, changes in market conditions and other specific developments or changes in assumptions may cause the Company to re-evaluate its strategy regarding previously impaired inventory, as well as inventory not currently impaired but for which indicators of impairment may arise if market deterioration occurs, and certain other assets that could result in further valuation adjustments and/or additional write-offs of option deposits and pre-acquisition costs due to abandonment of those options contracts. The Company disclosed its accounting policy related to inventories and its review for indicators of impairment in the Summary of Significant Accounting Policies in its Form 10-K for the year ended November 30, 2020. On a quarterly basis, the Company reviews its active communities for indicators of potential impairments. The table below summarizes communities reviewed for indicators of impairment and communities with valuation adjustments recorded: Communities with valuation adjustments At or for the Nine Months Ended # of active communities # of communities with potential indicator of impairment # of communities Fair Value (in thousands) Valuation Adjustments (in thousands) August 31, 2021 1,192 8 1 $ 17,117 $ 11,849 August 31, 2020 1,194 28 14 76,115 40,364 The table below summarizes the most significant unobservable inputs used in the Company's discounted cash flow model to determine the fair value of its communities for which the Company recorded valuation adjustments: Nine Months Ended August 31, 2021 2020 Unobservable inputs Range Average selling price $ 635,000 201,000 - 970,000 Absorption rate per quarter (homes) 11 3 - 15 Discount rate 20 % 20 % (10) Variable Interest Entities The Company evaluated the joint venture ("JV") agreements of its JV's that were formed or that had reconsideration events, such as changes in the governing documents or to debt arrangements during the nine months ended August 31, 2021 and based on the Company's evaluation, during the nine months ended August 31, 2021, the Company consolidated two entities that had a total combined assets and liabilities of $ 30.7 million and $ 0.7 million, respectively. During the nine months ended August 31, 2021, there were no VIEs that were deconsolidated. The carrying amount of the Company's consolidated VIE's assets and non-recourse liabilities are disclosed in the footnote to the condensed consolidated balance sheets. 23 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (Continued) A VIE’s assets can only be used to settle obligations of that VIE. The VIEs are not guarantors of the Company’s senior notes or other debts payable. The assets held by a VIE usually are collateral for that VIE’s debt. The Company and other partners do not generally have an obligation to make capital contributions to a VIE unless the Company and/or the other partner(s) have entered into debt guarantees with a VIE’s lenders. Other than debt guarantee agreements with a VIE’s lenders, there are no liquidity arrangements or agreements to fund capital or purchase assets that could require the Company to provide financial support to a VIE. While the Company has option contracts to purchase land from certain of its VIEs, the Company is not required to purchase the assets and could walk away from the contracts. Unconsolidated VIEs The Company’s recorded investments in VIEs that are unconsolidated and its estimated maximum exposure to loss were as follows: August 31, 2021 November 30, 2020 (In thousands) Investments in Unconsolidated VIEs Lennar’s Maximum Exposure to Loss Investments in Unconsolidated VIEs Lennar’s Maximum Exposure to Loss Homebuilding (1) $ 101,371 241,484 89,654 89,828 Multifamily (2) 611,676 645,606 619,540 717,271 Financial Services 161,532 161,532 164,230 164,230 Lennar Other (3) 9,751 9,751 76,023 130,177 $ 884,330 1,058,373 949,447 1,101,506 (1) As of August 31, 2021 and November 30, 2020, the maximum exposure to loss of Homebuilding's investments in unconsolidated VIEs was limited to its investments in unconsolidated VIEs, except as of August 31, 2021, with regard to the Company's remaining commitment to fund capital in the Upward America Venture, a single family for rent platform. The increase was due to the Company's commitment to fund the Upward America Venture. (2) As of August 31, 2021 and November 30, 2020, the maximum exposure to loss of Multifamily's investments in unconsolidated VIEs was primarily limited to its investments in the unconsolidated VIEs, except with regard to the remaining equity commitment of $ 24.9 million and $ 88.1 million, respectively, to fund LMV I and LMV II for future expenditures related to the construction and development of its projects. The decrease was due to the funding of capital for LMV I and LMV II. (3) As of August 31, 2021, the decrease in investments in unconsolidated VIEs and maximum exposure to loss was related to an entity which had a reconsideration event due to the payoff of a note receivable which caused the entity to no longer be considered a VIE. While these entities are VIEs, the Company has determined that the power to direct the activities of the VIEs that most significantly impact the VIEs’ economic performance is generally shared and the Company and its partners are not de-facto agents. While the Company generally manages the day-to-day operations of the VIEs, each of these VIEs has an executive committee made up of representatives from each partner. The members of the executive committee have equal votes and major decisions require unanimous consent and approval from all members. The Company does not have the unilateral ability to exercise participating voting rights without partner consent. There are no liquidity arrangements or agreements to fund capital or purchase assets that could require the Company to provide financial support to the VIEs. Except for the unconsolidated VIEs discussed above, the Company and the other partners did not guarantee any debt of the other unconsolidated VIEs. While the Company has option contracts to purchase land from certain of its unconsolidated VIEs, the Company is not required to purchase the assets and could walk away from the contracts. Option Contracts The Company has access to land through option contracts, which generally enable it to control portions of properties owned by third parties (including land funds) and unconsolidated entities until the Company has determined whether to exercise the options. The Company evaluates all option contracts for land to determine whether they are VIEs and, if so, whether the Company is the primary beneficiary of certain of these option contracts. Although the Company does not have legal title to the optioned land, if the Company is deemed to be the primary beneficiary or makes a significant deposit for optioned land, it may need to consolidate the land under option at the purchase price of the optioned land. During the nine months ended August 31, 2021, consolidated inventory not owned increased by $ 167.8 million with a corresponding increase to liabilities related to consolidated inventory not owned in the accompanying condensed consolidated balance sheet as of August 31, 2021. The increase was primarily due to additions in the nine months ended August 31, 2021 as the Company focused on increasing its controlled homesites, partially offset by takedowns. To reflect the purchase price of the homesite takedowns, the Company had a net reclass related to option deposits from consolidated inventory not owned to land under development in the accompanying condensed consolidated balance sheet as of August 31, 2021. The liabilities related to consolidated inventory not owned primarily represent the difference between the option exercise prices for the optioned land and the Company’s cash deposits. 24 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (Continued) The Company's exposure to losses on its option contracts with third parties and unconsolidated entities were as follows: (Dollars in thousands) August 31, 2021 November 30, 2020 Non-refundable option deposits and pre-acquisition costs $ 1,079,078 414,154 Letters of credit in lieu of cash deposits under certain land and option contracts 153,116 87,537 (11) Commitments and Contingent Liabilities The Company is party to various claims, legal actions and complaints arising in the ordinary course of business. In the opinion of management, the disposition of these matters will not have a material adverse effect on the Company’s consolidated financial statements. From time to time, the Company is also a party to various lawsuits involving purchases and sales of real property. These lawsuits include claims regarding representations and warranties made in connection with the transfer of properties and disputes regarding the obligation to purchase or sell properties. The Company does not believe that the ultimate resolution of these claims or lawsuits will have a material adverse effect on its business or financial position. However, the financial effect of litigation concerning purchases and sales of property may depend upon the value of the subject property, which may have changed from the time the agreement for purchase or sale was entered into. Leases The Company has entered into agreements to lease certain office facilities and equipment under operating leases. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. ROU assets and right-of-use lease liabilities are recorded on the balance sheet for all leases, except leases with an initial term of 12 months or less. Many of the Company's leases include options to renew. The exercise of lease renewal options is at the Company's option and therefore renewal option payments have not been included in the ROU assets or lease liabilities. The following table includes additional information about the Company's leases: (Dollars in thousands) August 31, 2021 November 30, 2020 Right-of-use assets $ 157,164 113,390 Lease liabilities 165,095 122,836 Weighted-average remaining lease term (in years) 8.3 2.6 Weighted-average discount rate 2.9 % 3.1 % Future minimum payments under the noncancellable leases in effect at August 31, 2021 were as follows: (In thousands) Lease Payments 2021 $ 7,982 2022 34,360 2023 28,283 2024 23,113 2025 18,702 2026 and thereafter 74,108 Total future minimum lease payments (1) $ 186,548 Less: Interest (2) 21,453 Present value of lease liabilities (2) $ 165,095 (1) Total future minimum lease payments exclude variable lease costs of $ 26.2 million and short-term lease costs of $ 2.1 million. This also does not include minimum lease payments for executed and legally enforceable leases that have not yet commenced. As of August 31, 2021, the minimum lease payments for these leases that have not yet commenced were immaterial. (2) The Company's leases do not include a readily determinable implicit rate. As such, the Company has estimated the discount rate for these leases to determine the present value of lease payments at the lease commencement date or as of December 1, 2019, which was the effective date of ASU 2016-02. As of August 31, 2021, the weighted average remaining lease term and weighted average discount rate used in calculating the lease liabilities were 8.3 years and 2.9 %, respectively. The Company recognized the lease liabilities on its condensed consolidated balance sheets within accounts payable or other liabilities of the respective segments. The Company's rental expense and payments on lease liabilities were as follows: Nine months ended (In thousands) August 31, 2021 August 31, 2020 Rental expense $ 63,232 62,554 Payment on lease liabilities 22,174 40,359 On occasion, the Company may sublease rented space which is no longer used for the Company's operations. For both the nine months ended August 31, 2021 and 2020, the Company had an immaterial amount of sublease income. 25