LENNAR CORP /NEW/ 10-Q

Item 1. Financial Statements Lennar Corporation and Subsidiaries Condensed Consolidated Balance Sheets (Dollars in thousands) May 31, November 30, 2022 (1) 2021 (1) (Unaudited) ASSETS Homebuilding: Cash and cash equivalents $ 1,314,741 2,735,213 Restricted cash 28,440 21,927 Receivables, net 508,638 490,278 Inventories: Finished homes and construction in progress 12,811,985 10,446,139 Land and land under development 7,590,237 7,108,142 Consolidated inventory not owned 1,687,277 1,161,023 Total inventories 22,089,499 18,715,304 Investments in unconsolidated entities 1,083,813 972,084 Goodwill 3,442,359 3,442,359 Other assets 1,226,192 1,090,654 29,693,682 27,467,819 Financial Services 2,359,675 2,964,367 Multifamily 1,277,607 1,311,747 Lennar Other 975,238 1,463,845 Total assets $ 34,306,202 33,207,778 (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 May 31, 2022, total assets include $ 1.6 billion related to consolidated VIEs of which $ 73.9 million is included in Homebuilding cash and cash equivalents, $ 0.6 million in Homebuilding receivables, net, $ 37.2 million in Homebuilding finished homes and construction in progress, $ 837.6 million in Homebuilding land and land under development, $ 591.2 million in Homebuilding consolidated inventory not owned, $ 1.0 million in Homebuilding investments in unconsolidated entities, $ 22.9 million in Homebuilding other assets and $ 34.7 million in Multifamily assets. As of November 30, 2021, total assets include $ 1.1 billion related to consolidated VIEs of which $ 60.9 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, $ 697.1 million in Homebuilding land and land under development, $ 239.2 million in Homebuilding consolidated inventory not owned, $ 1.1 million in Homebuilding investments in unconsolidated entities, $ 17.4 million in Homebuilding other assets and $ 80.6 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) May 31, November 30, 2022 (2) 2021 (2) (Unaudited) LIABILITIES AND EQUITY Homebuilding: Accounts payable $ 1,555,283 1,321,247 Liabilities related to consolidated inventory not owned 1,414,663 976,602 Senior notes and other debts payable, net 4,645,791 4,652,338 Other liabilities 2,997,475 2,920,055 10,613,212 9,870,242 Financial Services 1,470,688 1,906,343 Multifamily 323,799 288,930 Lennar Other 108,729 145,981 Total liabilities 12,516,428 12,211,496 Stockholders’ equity: Preferred stock — — Class A common stock of $ 0.10 par value; Authorized: May 31, 2022 and November 30, 2021 - 400,000,000 shares; Issued: May 31, 2022 - 255,820,840 shares and November 30, 2021 - 300,500,075 shares 25,582 30,050 Class B common stock of $ 0.10 par value; Authorized: May 31, 2022 and November 30, 2021 - 90,000,000 shares; Issued: May 31, 2022 - 36,601,215 shares and November 30, 2021 - 39,443,168 shares 3,660 3,944 Additional paid-in capital 5,355,182 8,807,891 Retained earnings 16,288,698 14,685,329 Treasury stock, at cost; May 31, 2022 - 833,604 shares of Class A common stock and 202,063 shares of Class B common stock; November 30, 2021 - 38,586,961 shares of Class A common stock and 1,922,016 shares of Class B common stock ( 76,615 ) ( 2,709,448 ) Accumulated other comprehensive income (loss) 1,748 ( 1,341 ) Total stockholders’ equity 21,598,255 20,816,425 Noncontrolling interests 191,519 179,857 Total equity 21,789,774 20,996,282 Total liabilities and equity $ 34,306,202 33,207,778 (2) As of May 31, 2022, total liabilities include $ 571.2 million related to consolidated VIEs as to which there was no recourse against the Company, of which $ 24.2 million is included in Homebuilding accounts payable, $ 507.4 million in Homebuilding liabilities related to consolidated inventory not owned, $ 29.3 million in Homebuilding senior notes and other debts payable, $ 7.0 million in Homebuilding other liabilities and $ 3.4 million in Multifamily liabilities. As of November 30, 2021, total liabilities include $ 258.5 million related to consolidated VIEs as to which there was no recourse against the Company, of which $ 26.6 million is included in Homebuilding accounts payable, $ 196.6 million in Homebuilding liabilities related to consolidated inventory not owned, $ 20.1 million in Homebuilding senior notes and other debt payable, $ 12.3 million in Homebuilding other liabilities and $ 2.8 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 (In thousands, except per share amounts) (Unaudited) Three Months Ended Six Months Ended May 31, May 31, 2022 2021 2022 2021 Revenues: Homebuilding $ 7,977,982 6,028,041 13,730,187 10,971,097 Financial Services 200,166 218,747 376,867 462,816 Multifamily 176,021 177,473 443,380 308,916 Lennar Other 4,527 5,984 11,778 12,884 Total revenues 8,358,696 6,430,245 14,562,212 11,755,713 Costs and expenses: Homebuilding 6,105,153 4,909,516 10,747,051 9,027,802 Financial Services 96,231 97,427 182,141 195,289 Multifamily 175,152 168,930 438,889 299,979 Lennar Other 8,236 5,732 13,643 9,984 Corporate general and administrative 105,207 90,717 218,868 201,248 Charitable foundation contribution 16,549 14,493 29,087 26,807 Total costs and expenses 6,506,528 5,286,815 11,629,679 9,761,109 Homebuilding equity in earnings (loss) from unconsolidated entities 4,862 ( 1,688 ) 4,576 ( 6,253 ) Homebuilding other income (expense), net 2,720 ( 4,362 ) 2,549 8,613 Multifamily equity in earnings (loss) from unconsolidated entities and other gain ( 201 ) 13,854 1,604 12,586 Lennar Other equity in earnings (loss) from unconsolidated entities, other income (expense), net, and other gain (loss) ( 26,750 ) 218,276 ( 36,558 ) 217,229 Lennar Other unrealized gains (losses) from technology investments ( 77,965 ) ( 272,625 ) ( 473,135 ) 197,120 Earnings before income taxes 1,754,834 1,096,885 2,431,569 2,423,899 Provision for income taxes ( 432,276 ) ( 260,113 ) ( 599,696 ) ( 570,218 ) Net earnings (including net earnings attributable to noncontrolling interests) 1,322,558 836,772 1,831,873 1,853,681 Less: Net earnings attributable to noncontrolling interests 1,802 5,409 7,536 20,949 Net earnings attributable to Lennar $ 1,320,756 831,363 1,824,337 1,832,732 Other comprehensive income (loss), net of tax: Net unrealized gain (loss) on securities available-for-sale $ 62 316 804 ( 626 ) Reclassification adjustments for gain included in earnings, net of tax — — 2,285 — Total other comprehensive income (loss), net of tax $ 62 316 3,089 ( 626 ) Total comprehensive income attributable to Lennar $ 1,320,818 831,679 1,827,426 1,832,106 Total comprehensive income attributable to noncontrolling interests $ 1,802 5,409 7,536 20,949 Basic earnings per share $ 4.50 2.66 6.17 5.86 Diluted earnings per share $ 4.49 2.65 6.16 5.85 See accompanying notes to condensed consolidated financial statements. 5 Lennar Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) Six Months Ended May 31, 2022 2021 Cash flows from operating activities: Net earnings (including net earnings attributable to noncontrolling interests) $ 1,831,873 1,853,681 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 39,519 44,743 Amortization of discount/premium on debt, net ( 959 ) ( 4,718 ) Equity in earnings (loss) from unconsolidated entities 21,559 ( 67,618 ) Distributions of earnings from unconsolidated entities 11,050 15,594 Share-based compensation expense 116,510 80,635 Deferred income tax (benefit) expense ( 82,461 ) 136,636 Loans held-for-sale unrealized loss 27,037 30,352 Lennar Other unrealized (gains) losses from technology investments and other gain (loss) 482,829 ( 352,175 ) Gain on sale of other assets and operating properties and equipment ( 7,572 ) ( 18,596 ) Gain on sale of interest in unconsolidated entity and other Multifamily gain — ( 1,167 ) Gain on sale of Financial Services' portfolio/businesses — ( 2,528 ) Valuation adjustments and write-offs of option deposits and pre-acquisition costs 14,611 13,576 Changes in assets and liabilities: Decrease in receivables 126,247 117,910 Increase in inventories, excluding valuation adjustments and write-offs of option deposits and pre-acquisition costs ( 3,114,358 ) ( 1,576,420 ) Increase in other assets ( 26,053 ) ( 180,914 ) Decrease in loans held-for-sale 336,083 444,413 Increase in accounts payable and other liabilities 276,695 184,716 Net cash provided by operating activities 52,610 718,120 Cash flows from investing activities: Net additions of operating properties and equipment ( 10,866 ) ( 24,354 ) Proceeds from the sale of operating properties and equipment, other assets 18,247 32,002 Investments in and contributions to unconsolidated entities ( 261,372 ) ( 282,203 ) Distributions of capital from unconsolidated entities 239,123 231,545 Proceeds from sale of investment in consolidated joint venture — 15,950 Proceeds from sale of commercial mortgage-backed securities bonds 9,191 11,307 Proceeds from sale of Financial Services portfolio/business — 3,327 Decrease (increase) in Financial Services loans held-for-investment, net 16,576 ( 3,864 ) Purchases of investment securities ( 78,769 ) ( 43,698 ) Proceeds from maturities/sales of investment securities 3,102 9,916 Net cash used in investing activities $ ( 64,768 ) ( 50,072 ) See accompanying notes to condensed consolidated financial statements. 6 Lennar Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (Continued) (In thousands) (Unaudited) Six Months Ended May 31, 2022 2021 Cash flows from financing activities: Net repayments under warehouse facilities $ ( 404,060 ) ( 535,734 ) Principal payments on notes payable and other borrowings ( 22,600 ) ( 114,964 ) Proceeds from other borrowings — 13,973 Proceeds from liabilities related to consolidated inventory not owned 557,498 301,869 Payments related to consolidated inventory not owned ( 347,017 ) ( 149,686 ) Receipts related to noncontrolling interests 18,095 13,905 Payments related to noncontrolling interests ( 65,521 ) ( 17,226 ) Common stock: Repurchases ( 905,543 ) ( 173,644 ) Dividends ( 220,968 ) ( 156,326 ) Net cash used in financing activities $ ( 1,390,116 ) ( 817,833 ) Net decrease in cash and cash equivalents and restricted cash ( 1,402,274 ) ( 149,785 ) Cash and cash equivalents and restricted cash at beginning of period 2,955,683 2,932,730 Cash and cash equivalents and restricted cash at end of period $ 1,553,409 2,782,945 Summary of cash and cash equivalents and restricted cash: Homebuilding $ 1,314,741 2,581,583 Financial Services 138,662 130,528 Multifamily 61,190 22,395 Lennar Other 2,151 3,074 Homebuilding restricted cash 28,440 35,637 Financial Services restricted cash 8,225 9,728 $ 1,553,409 2,782,945 Supplemental disclosures of non-cash investing and financing activities: Homebuilding and Multifamily: Purchases of inventories and other assets financed by sellers $ 33,643 138,963 Non-cash contributions to unconsolidated entities 141,297 20,423 Lennar Other (non-cash impacts from sale of solar platform): Non-cash increase in investment in equity securities $ — 127,094 Non-cash increase in receivables — 64,683 Non-cash increase in other liabilities — ( 40,302 ) Consolidation/deconsolidation of unconsolidated/consolidated entities, net: Inventories $ 82,514 — Other assets 43 — Investments in unconsolidated entities ( 69,056 ) — Other liabilities ( 435 ) — Noncontrolling interests ( 13,066 ) — 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 and pursuant to the rules and regulations of the Securities and Exchange Commission. 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, 2021. 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, 2021. 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 both the three and six months ended May 31, 2022 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 May 31, 2022 and November 30, 2021 included $ 859.8 million and $ 940.4 million, respectively, of cash held in escrow. On average for the three months ended May 31, 2022, cash was held in escrow for approximately two days . Homebuilding Revenue Recognition Homebuilding revenues and related profits from sales of homes are recognized at the time of the closing of a sale, when title to and possession of the property are transferred to the homebuyer. In order to promote sales of the homes, the Company may offer sales incentives to homebuyers. The types of incentives vary on a community-by-community basis and home-by-home basis. They include primarily price discounts on individual homes and financing incentives, all of which are reflected as a reduction of home sales revenues. For the three months ended May 31, 2022 and 2021, sales incentives offered to homebuyers averaged $ 7,200 per home, or 1.5 % as a percentage of home sales revenues, and $ 9,000 per home, or 2.1 % as a percentage of home sales revenues, respectively. For the six months ended May 31, 2022 and 2021, sales incentives offered to homebuyers averaged $ 7,800 per home, or 1.6 % as a percentage of home sales revenues, and $ 10,500 per home, or 2.5 % as a percentage of home sales revenues, respectively. Share-based Payments During both the three months ended May 31, 2022 and 2021, the Company granted employees an immaterial number of nonvested shares. During both the six months ended May 31, 2022 and 2021, the Company granted employees 1.4 million nonvested shares, respectively. Recently Adopted 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 was effective for the Company’s fiscal year beginning December 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company's condensed consolidated financial statements. 8 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued) (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) May 31, 2022 Assets: Homebuilding Financial Services Multifamily Lennar Other Total Cash and cash equivalents $ 1,314,741 138,662 61,190 2,151 1,516,744 Restricted cash 28,440 8,225 — — 36,665 Receivables, net (1) 508,638 492,268 111,109 — 1,112,015 Inventories 22,089,499 — 400,422 — 22,489,921 Loans held-for-sale (2) — 1,272,111 — — 1,272,111 Investments in equity securities (3) — — — 576,649 576,649 Investments available-for-sale (4) — — — 34,822 34,822 Loans held-for-investment, net — 28,231 — — 28,231 Investments held-to-maturity — 155,820 — — 155,820 Investments in unconsolidated entities 1,083,813 — 638,559 325,310 2,047,682 Goodwill 3,442,359 189,699 — — 3,632,058 Other assets 1,226,192 74,659 66,327 36,306 1,403,484 $ 29,693,682 2,359,675 1,277,607 975,238 34,306,202 Liabilities: Notes and other debts payable, net $ 4,645,791 1,321,965 16,631 — 5,984,387 Accounts payable and other liabilities 5,967,421 148,723 307,168 108,729 6,532,041 $ 10,613,212 1,470,688 323,799 108,729 12,516,428 9 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued) (In thousands) November 30, 2021 Assets: Homebuilding Financial Services Multifamily Lennar Other Total Cash and cash equivalents $ 2,735,213 167,021 16,850 2,660 2,921,744 Restricted cash 21,927 12,012 — — 33,939 Receivables, net (1) 490,278 708,165 98,405 — 1,296,848 Inventories 18,715,304 — 454,093 — 19,169,397 Loans held-for-sale (2) — 1,636,351 — — 1,636,351 Investments in equity securities (3) — — — 1,006,599 1,006,599 Investments available-for-sale (4) — — — 41,654 41,654 Loans held-for-investment, net — 44,582 — — 44,582 Investments held-to-maturity — 157,808 — — 157,808 Investments in unconsolidated entities 972,084 — 654,029 346,270 1,972,383 Goodwill 3,442,359 189,699 — — 3,632,058 Other assets 1,090,654 48,729 88,370 66,662 1,294,415 $ 27,467,819 2,964,367 1,311,747 1,463,845 33,207,778 Liabilities: Notes and other debts payable, net $ 4,652,338 1,726,026 — — 6,378,364 Accounts payable and other liabilities 5,217,904 180,317 288,930 145,981 5,833,132 $ 9,870,242 1,906,343 288,930 145,981 12,211,496 (1) Receivables, net for Financial Services primarily related to loans sold to investors for which the Company had not yet been paid as of May 31, 2022 and November 30, 2021, respectively. (2) Loans held-for-sale related to unsold residential and commercial loans carried at fair value. (3) Investments in equity securities include investments of $ 176.2 million and $ 100.1 million without readily available fair values as of May 31, 2022 and November 30, 2021, 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 May 31, 2022 (In thousands) Homebuilding Financial Services Multifamily Lennar Other Corporate and Unallocated Total Revenue $ 7,977,982 200,166 176,021 4,527 — 8,358,696 Operating earnings (loss) 1,880,411 103,935 668 ( 108,424 ) — 1,876,590 Corporate general and administrative expenses — — — — 105,207 105,207 Charitable foundation contribution — — — — 16,549 16,549 Earnings (loss) before income taxes 1,880,411 103,935 668 ( 108,424 ) ( 121,756 ) 1,754,834 Three Months Ended May 31, 2021 Revenues $ 6,028,041 218,747 177,473 5,984 — 6,430,245 Operating earnings (loss) 1,112,475 121,320 22,397 ( 54,097 ) — 1,202,095 Corporate general and administrative expenses — — — — 90,717 90,717 Charitable foundation contribution — — — — 14,493 14,493 Earnings (loss) before income taxes 1,112,475 121,320 22,397 ( 54,097 ) ( 105,210 ) 1,096,885 10 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued) Six Months Ended May 31, 2022 (In thousands) Homebuilding Financial Services Multifamily Lennar Other Corporate and Unallocated Total Revenues (1) $ 13,730,187 376,867 443,380 11,778 — 14,562,212 Operating earnings (loss) 2,990,261 194,726 6,095 ( 511,558 ) — 2,679,524 Corporate general and administrative expenses — — — — 218,868 218,868 Charitable foundation contribution — — — — 29,087 29,087 Earnings (loss) before income taxes 2,990,261 194,726 6,095 ( 511,558 ) ( 247,955 ) 2,431,569 Six Months Ended May 31, 2021 Revenues $ 10,971,097 462,816 308,916 12,884 — 11,755,713 Operating earnings 1,945,655 267,527 21,523 417,249 — 2,651,954 Corporate general and administrative expenses — — — — 201,248 201,248 Charitable foundation contribution — — — — 26,807 26,807 Earnings (loss) before income taxes 1,945,655 267,527 21,523 417,249 ( 228,055 ) 2,423,899 (1) Revenues for Multifamily for the six months ended May 31, 2022 includes $ 147.8 million of land sales to unconsolidated entities. 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. Homebuilding Other also includes management of a fund that acquires single-family homes and holds them as rental properties. The Company’s reportable Homebuilding segments and all other homebuilding operations not required to be reported separately have homebuilding divisions located in: East: Alabama, Florida, New Jersey, Pennsylvania and South Carolina Central: Georgia, Illinois, Indiana, Maryland, Minnesota, North Carolina, Tennessee 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 May 31, 2022 $ 6,968,448 4,266,709 3,576,083 12,276,620 1,486,178 1,119,644 29,693,682 November 30, 2021 5,854,057 3,782,847 2,801,192 11,171,741 1,443,163 2,414,819 27,467,819 Financial information relating to the Company’s homebuilding segments was as follows: Three Months Ended May 31, 2022 (In thousands) East Central Texas West Other Total Homebuilding Revenues $ 2,214,451 1,283,990 1,095,500 3,370,462 13,579 7,977,982 Operating earnings (loss) 553,819 206,795 272,857 847,849 ( 909 ) 1,880,411 Three Months Ended May 31, 2021 Revenues $ 1,567,768 1,097,582 799,259 2,553,771 9,661 6,028,041 Operating earnings (loss) 309,827 159,048 176,057 492,811 ( 25,268 ) 1,112,475 11 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued) Six Months Ended May 31, 2022 (In thousands) East Central Texas West Other Total Homebuilding Revenues $ 3,884,637 2,393,262 1,908,119 5,521,260 22,909 13,730,187 Operating earnings (loss) 905,814 358,873 444,169 1,289,297 ( 7,892 ) 2,990,261 Six Months Ended May 31, 2021 Revenues $ 2,923,710 2,026,024 1,443,337 4,563,350 14,676 10,971,097 Operating earnings (loss) 571,910 291,071 305,700 814,517 ( 37,543 ) 1,945,655 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 May 31, 2022, 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: July 2022 $ 400,000 October 2022 200,000 December 2022 700,000 May 2023 200,000 Total - Residential facilities $ 1,500,000 LMF Commercial facilities maturing November 2022 $ 100,000 December 2022 400,000 July 2023 50,000 Total - LMF Commercial facilities $ 550,000 Total $ 2,050,000 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) May 31, 2022 November 30, 2021 Borrowings under the residential facilities $ 1,112,431 1,482,258 Collateral under the residential facilities 1,161,654 1,539,641 Borrowings under the LMF Commercial facilities 63,902 96,294 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 possible losses associated with mortgage loans previously originated and sold to investors. The Company establishes accruals 12 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued) 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 Six Months Ended May 31, May 31, (In thousands) 2022 2021 2022 2021 Loan origination liabilities, beginning of period $ 12,471 8,433 11,670 7,569 Provision for losses — 1,114 966 2,080 Payments/settlements ( 187 ) ( 93 ) ( 352 ) ( 195 ) Loan origination liabilities, end of period $ 12,284 9,454 12,284 9,454 LMF Commercial - loans held-for-sale LMF Commercial originated commercial loans as follows: Three Months Ended Six Months Ended May 31, May 31, (Dollars in thousands) 2022 2021 2022 2021 Originations (1) $ 143,650 196,498 408,495 415,998 Sold 145,385 155,740 323,467 438,705 Securitizations 1 1 2 3 (1) During both the three and six months ended May 31, 2022 and 2021 all the commercial loans originated were recorded as loans held-for-sale, which are held at fair value. Investments held-to-maturity At May 31, 2022 and November 30, 2021, 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 six months ended May 31, 2022 or 2021. 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) May 31, 2022 November 30, 2021 Carrying value $ 155,820 157,808 Outstanding debt, net of debt issuance costs 145,633 147,474 Incurred interest rate 3.4 % 3.4 % May 31, 2022 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 funds and joint ventures, 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. 13 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued) The Multifamily Segment (i) manages, and owns interests in, funds that are engaged in the development of multifamily residential communities with the intention of holding the newly constructed and occupied properties as income and fee generating assets, and (ii) manages, and owns interests in, joint ventures that are engaged in the development of multifamily residential communities, in most instances with the intention of selling them when they are built and substantially occupied. Our multifamily business is a vertically integrated platform with capabilities spanning development, construction, property management, asset management, and capital markets. Revenues are generated from the sales of land, from construction activities, and management and promote fees generated from joint ventures 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. Operations of the Multifamily Segment also include equity in earnings (loss) from unconsolidated entities. 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 Capital Management ( "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, along with equity in earnings (loss) from the Rialto fund investments and technology investments, realized and unrealized gains (losses) from investments in equity securities and other income (expense), net from the remaining assets related to the Company's former Rialto segment. The Company has investments in Blend Labs, Inc. ("Blend"), Hippo Holdings, Inc. ("Hippo"), Opendoor, Inc. ("Opendoor"), SmartRent, Inc. ("SmartRent"), Sonder Holdings, Inc. ("Sonder") and Sunnova Energy International, Inc. ("Sunnova"), which 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. All the investments are accounted for as investments in equity securities which are held at fair value and the changes in fair values are recognized through earnings. The following is a detail of Lennar Other unrealized gains (losses) from the Company's technology investments: Three Months Ended Six Months Ended May 31, May 31, (In thousands) 2022 2021 2022 2021 Blend Labs (BLND) mark-to-market $ ( 13,550 ) — ( 20,992 ) — Hippo (HIPO) mark-to-market ( 37,946 ) — ( 162,403 ) — Opendoor (OPEN) mark-to-market ( 20,999 ) ( 234,290 ) ( 164,360 ) 235,455 SmartRent (SMRT) mark-to-market ( 3,950 ) — ( 48,313 ) — Sonder (SOND) mark-to-market ( 1,626 ) — ( 2,132 ) — Sunnova (NOVA) mark-to-market 106 ( 38,335 ) ( 74,935 ) ( 38,335 ) Lennar Other unrealized gains (losses) from technology investments $ ( 77,965 ) ( 272,625 ) ( 473,135 ) 197,120 Doma Holdings, Inc. ("Doma") went public during the year ended November 30, 2021. However, Doma is a public company that is an investment accounted for under the equity method due to the Company's significant ownership interest which allows the Company to exercise significant influence. As of May 31, 2022, the Company owned approximately 25 % of Doma and the carrying amount of the Company's investment was $ 32.0 million. 14 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued) (3) Investments in Unconsolidated Entities Homebuilding Unconsolidated Entities The investments in the Company's Homebuilding unconsolidated entities were as follows: (In thousands) May 31, 2022 November 30, 2021 Investments in unconsolidated entities (1) (2) $ 1,083,813 972,084 Underlying equity in unconsolidated entities' net assets (1) 1,424,322 1,301,719 (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 May 31, 2022 and November 30, 2021, the carrying amount of the Company's investment was $ 389.8 million and $ 381.6 million, respectively. As of May 31, 2022 and November 30, 2021, the Homebuilding segment's unconsolidated entities had non-recourse debt with completion guarantees of $ 184.1 million and $ 241.0 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 instances the amount of guaranteed debt of an unconsolidated entity is less than the value of the collateral securing it. As of both May 31, 2022 and November 30, 2021, the fair values of the repayment guarantees, maintenance guarantees, and completion guarantees were not material. The Company believes that as of May 31, 2022, in the event it becomes legally obligated to perform under a guarantee of the obligation of a Homebuilding unconsolidated entity due to a triggering event under a guarantee, the collateral would be sufficient to repay at least a significant portion of the obligation or the Company and its partners would contribute additional capital into the venture. In certain instances, the Company has placed performance letters of credit and surety bonds with municipalities with regard to obligations of its joint ventures (see Note 7 of the Notes to Condensed Consolidated Financial Statements). In 2021, the Company formed the Upward America Venture LP ("Upward America"), and is managing and participating in Upward America. Upward America is an investment fund that acquires new single-family homes in high growth markets across the United States and rents them to people who will live in them. Upward America has raised equity commitments totaling $ 1.6 billion, including $ 350 million of equity commitments raised during the first quarter of 2022. The commitments are primarily from institutional investors, including $ 125 million committed by Lennar. As of May 31, 2022 and November 30, 2021, the carrying amount of the Company's investment in Upward America was $ 33.3 million and $ 13.3 million, respectively. Multifamily Unconsolidated Entities The unconsolidated joint ventures 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 joint ventures, 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, 2021. As of both May 31, 2022 and November 30, 2021, the fair value of the completion guarantees was immaterial. As of May 31, 2022 and November 30, 2021, Multifamily segment's unconsolidated entities had non-recourse debt with completion guarantees of $ 1.0 billion and $ 855.2 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 Six Months Ended May 31, May 31, (In thousands) 2022 2021 2022 2021 General contractor services, net of deferrals $ 125,606 148,891 242,869 264,290 General contractor costs 118,802 142,783 232,035 253,236 Management fee income 16,327 14,188 29,454 29,059 15 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued) The Multifamily segment includes Multifamily Venture Fund I ("LMV I"), Multifamily Venture Fund II LP ("LMV II") and Canada Pension Plan Investments Fund (the "Fund"), which are long-term multifamily development investment vehicles involved in the development, construction and property management of class-A multifamily assets. During the first quarter of 2022, the Multifamily segment completed the initial closing of the Fund. The Multifamily segment expects the Fund to have almost $ 1 billion in equity and Lennar's ownership percentage in the Fund is expected to be 4 %. During the three months ended May 31, 2022, the Company received a return of capital of $ 11.4 million from the Fund. This resulted in the negative investment balance of $ 0.6 million as of May 31, 2022. Details of LMV I and LMV II as of and during the six months ended May 31, 2022 are included below: May 31, 2022 (In thousands) LMV I LMV II Lennar's carrying value of investments $ 230,599 308,540 Equity commitments 2,204,016 1,257,700 Equity commitments called 2,151,149 1,206,115 Lennar's equity commitments 504,016 381,000 Lennar's equity commitments called 499,630 364,348 Lennar's remaining commitments 4,386 16,652 Distributions to Lennar during the six months ended May 31, 2022 18,934 6,279 Other Unconsolidated Entities Lennar Other's unconsolidated entities includes fund investments the Company retained when it sold the Rialto assets and investment management platform in 2018, as well as strategic investments in technology companies. The Company's investment in the Rialto funds and investment vehicles totaled $ 201.6 million and $ 200.6 million as of May 31, 2022 and November 30, 2021, respectively. (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 six months ended May 31, 2022 and 2021: Three Months Ended May 31, 2022 (In thousands) Total Equity Class A Common Stock Class B Common Stock Additional Paid - in Capital Treasury Stock Accumulated Other Comprehensive Income Retained Earnings Noncontrolling Interests Balance at February 28, 2022 $ 20,847,432 30,243 3,944 8,855,151 ( 3,290,748 ) 1,686 15,078,788 168,368 Net earnings (including net earnings attributable to noncontrolling interests) 1,322,558 — — — — — 1,320,756 1,802 Employee stock and directors plans ( 2,533 ) 6 — 994 ( 3,533 ) — — — Retirement of treasury stock — ( 4,667 ) ( 284 ) ( 3,533,425 ) 3,538,376 — — — Purchases of treasury stock ( 320,710 ) — — — ( 320,710 ) — — — Amortization of restricted stock 35,053 — — 35,053 — — — — Cash dividends ( 110,846 ) — — — — — ( 110,846 ) — Receipts related to noncontrolling interests 11,111 — — — — — — 11,111 Payments related to noncontrolling interests ( 3,708 ) — — — — — — ( 3,708 ) Non-cash purchase or activity of noncontrolling interests, net 11,355 — — ( 2,591 ) — — — 13,946 Total other comprehensive income, net of tax 62 — — — — 62 — — Balance at May 31, 2022 $ 21,789,774 25,582 3,660 5,355,182 ( 76,615 ) 1,748 16,288,698 191,519 16 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued) Three Months Ended May 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 February 28, 2021 $ 19,017,451 30,047 3,944 8,724,192 ( 1,348,710 ) ( 1,747 ) 11,488,520 121,205 Net earnings (including net earnings attributable to noncontrolling interests) 836,772 — — — — — 831,363 5,409 Employee stock and directors plans ( 4,537 ) 2 — 1,165 ( 5,704 ) — — — Purchases of treasury stock ( 98,460 ) — — — ( 98,460 ) — — — Amortization of restricted stock 32,276 — — 32,276 — — — — Cash dividends ( 78,483 ) — — — — — ( 78,483 ) — Receipts related to noncontrolling interests 5,009 — — — — — — 5,009 Payments related to noncontrolling interests ( 5,829 ) — — — — — — ( 5,829 ) Non-cash purchase or activity of noncontrolling interests, net ( 2,417 ) — — ( 2,613 ) — — — 196 Total other comprehensive income, net of tax 316 — — — — 316 — — 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 Six Months Ended May 31, 2022 (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, 2021 $ 20,996,282 30,050 3,944 8,807,891 ( 2,709,448 ) ( 1,341 ) 14,685,329 179,857 Net earnings (including net earnings attributable to noncontrolling interests) 1,831,873 — — — — — 1,824,337 7,536 Employee stock and directors plans ( 57,419 ) 199 — 854 ( 58,472 ) — — — Retirement of treasury stock — ( 4,667 ) ( 284 ) ( 3,533,425 ) 3,538,376 — — — Purchases of treasury stock ( 847,071 ) — — — ( 847,071 ) — — — Amortization of restricted stock 116,510 — — 116,510 — — — — Cash dividends ( 220,968 ) — — — — — — ( 220,968 ) — Receipts related to noncontrolling interests 18,095 — — — — — — 18,095 Payments related to noncontrolling interests ( 65,521 ) — — — — — — ( 65,521 ) Non-cash purchase or activity of noncontrolling interests, net 14,904 — — ( 36,648 ) — — — 51,552 Total other comprehensive income, net of tax 3,089 — — — — 3,089 — — Balance at May 31, 2022 $ 21,789,774 25,582 3,660 5,355,182 ( 76,615 ) 1,748 16,288,698 191,519 Six Months Ended May 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) 1,853,681 — — — — — 1,832,732 20,949 Employee stock and directors plans ( 30,816 ) 155 — 1,106 ( 32,077 ) — — — Purchases of treasury stock ( 141,570 ) — — — ( 141,570 ) — — — Amortization of restricted stock 81,094 — — 81,094 — — — — Cash dividends ( 156,326 ) — — — — — — ( 156,326 ) — Receipts related to noncontrolling interests 13,905 — — — — — — 13,905 Payments related to noncontrolling interests ( 17,226 ) — — — — — — ( 17,226 ) Non-cash purchase or activity of noncontrolling interests, net 581 — — ( 3,236 ) — — — 3,817 Total other comprehensive loss, net of tax ( 626 ) — — — — ( 626 ) — — 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 17 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued) On June 22, 2022, the Company's Board of Directors declared a quarterly cash dividend of $ 0.375 per share on both its Class A and Class B common stock, payable on July 21, 2022 to holders of record at the close of business on July 7, 2022 . On May 10, 2022, the Company paid cash dividends of $ 0.375 per share on both its Class A and Class B common stock to holders of record at the close of business on April 26, 2022, as declared by its Board of Directors on April 12, 2022. The Company approved and paid cash dividends of $ 0.250 per share for each of the four quarters of 2021 on both its Class A and Class B common stock. During the three months ended May 31, 2022, the Company retired 46.7 million and 2.8 million treasury shares of Class A and Class B common stock, respectively, as authorized by the Company's Board of Directors. The retirement of Class A and Class B common stock in treasury resulted in a reclass between treasury stock and additional paid-in capital within stockholders' equity. In October 2021, the Company's Board of Directors authorized an increase to the Company's stock repurchase program to enable the Company to repurchase up to the lesser of an additional $ 1 billion in value or 25 million in shares, of its outstanding Class A or Class B common stock. As a result of prior authorizations being almost exhausted, in March 2022, the Company's Board of Directors approved an additional authorization for the Company to repurchase up to the lesser of $ 2 billion in value, or 30 million in shares, of its outstanding Class A or Class B common stock. The repurchase authorization has no expiration date. The following table represents the repurchases of the Company's Class A and Class B common stocks under the authorized repurchase programs for the three and six months ended May 31, 2022 and 2021: Three Months Ended Six Months Ended May 31, May 31 2022 2021 2022 2021 (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 3,630,000 470,000 1,000,000 — 8,246,000 1,122,000 1,510,000 — Total purchase price $ 289,358 $ 31,270 $ 98,440 $ — $ 762,282 $ 84,601 $ 141,540 $ — Average price per share $ 79.71 $ 66.53 $ 98.44 $ — $ 92.44 $ 75.40 $ 93.73 $ — (5) Income Taxes The provision for income taxes and effective tax rate were as follows: Three Months Ended Six Months Ended May 31, May 31, (Dollars in thousands) 2022 2021 2022 2021 Provision for income taxes $ 432,276 260,113 599,696 570,218 Effective tax rate (1) 24.7 % 23.8 % 24.7 % 23.7 % (1) For both the three and six months ended May 31, 2022 and 2021, the effective tax rate included state income tax expense and non-deductible executive compensation, partially offset by energy efficient home and solar tax credits. (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. 18 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued) Basic and diluted earnings per share were calculated as follows: Three Months Ended Six Months Ended May 31, May 31, (In thousands, except per share amounts) 2022 2021 2022 2021 Numerator: Net earnings attributable to Lennar $ 1,320,756 831,363 1,824,337 1,832,732 Less: distributed earnings allocated to nonvested shares 2,395 776 3,175 1,406 Less: undistributed earnings allocated to nonvested shares 14,980 10,308 19,189 22,026 Numerator for basic earnings per share 1,303,381 820,279 1,801,973 1,809,300 Less: net amount attributable to Rialto's Carried Interest Incentive Plan (1) 1,045 1,569 2,843 2,122 Numerator for diluted earnings per share $ 1,302,336 818,710 1,799,130 1,807,178 Denominator: Denominator for basic earnings per share - weighted average common shares outstanding 289,895 308,893 291,913 308,957 Denominator for diluted earnings per share - weighted average common shares outstanding 289,895 308,893 291,913 308,957 Basic earnings per share $ 4.50 2.66 6.17 5.86 Diluted earnings per share $ 4.49 2.65 6.16 5.85 (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 six months ended May 31, 2022 and 2021, there were no options to purchase shares of common stock that were outstanding and anti-dilutive. (7) Homebuilding Senior Notes and Other Debts Payable (Dollars in thousands) May 31, 2022 November 30, 2021 4.75 % senior notes due 2022 $ 574,503 573,840 4.875 % senior notes due December 2023 398,769 398,345 4.50 % senior notes due 2024 648,613 648,253 5.875 % senior notes due 2024 436,463 438,810 4.75 % senior notes due 2025 498,670 498,446 5.25 % senior notes due 2026 404,865 405,497 5.00 % senior notes due 2027 351,933 352,124 4.75 % senior notes due 2027 895,884 895,510 Mortgage notes on land and other debt 436,091 441,513 $ 4,645,791 4,652,338 The carrying amounts of the senior notes in the table above are net of debt issuance costs of $ 9.2 million and $ 11.0 million as of May 31, 2022 and November 30, 2021, respectively. In May 2022, the Company amended the credit agreement governing its unsecured revolving credit facility (the “Credit Facility") to increase the commitment from $ 2.5 billion to $ 2.575 billion and extended the maturity to May 2027, except for $ 350 million which matures in April 2024. The Credit Facility has a $ 425 million accordion feature, subject to additional commitments, thus the maximum borrowings are $ 3.0 billion. The proceeds available under the Credit Facility, which are subject to specified conditions for borrowing, may be used for working capital and general corporate purposes. The credit agreement also provides that up to $ 500 million in commitments may be used for letters of credit. Under the Credit Facility agreement, the Company is required to maintain a minimum consolidated tangible net worth, a maximum leverage ratio and either a liquidity or an interest coverage ratio. These ratios are calculated per the Credit Facility agreement, which involves adjustments to GAAP financial measures. In addition to the Credit Facility, the Company has other letter of credit facilities with different financial institutions. The Company's processes for posting performance and 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, 2021. The Company's outstanding performance letters of credit and surety bonds are described below: 19 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued) (In thousands) May 31, 2022 November 30, 2021 Performance letters of credit $ 1,035,057 924,584 Financial letters of credit 580,342 425,843 Surety bonds 3,844,507 3,553,047 Anticipated future costs primarily for site improvements related to performance surety bonds 1,981,973 1,690,861 All of the senior notes are guaranteed by certain of the Company's 100% owned subsidiaries, which are primarily homebuilding subsidiaries. The guarantees are full and unconditional. The terms of 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, 2021. (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 the Company’s warranty reserve, which is included in Homebuilding other liabilities, was as follows: Three Months Ended Six Months Ended May 31, May 31, (In thousands) 2022 2021 2022 2021 Warranty reserve, beginning of the period $ 374,146 348,100 377,021 341,765 Warranties issued 67,815 51,690 117,007 94,618 Adjustments to pre-existing warranties from changes in estimates (1) 998 13,119 5,722 18,760 Payments ( 64,969 ) ( 51,168 ) ( 121,760 ) ( 93,402 ) Warranty reserve, end of period $ 377,990 361,741 377,990 361,741 (1) The adjustments to pre-existing warranties from changes in estimates during the three or six months ended May 31, 2022 and 2021 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 May 31, 2022 and November 30, 2021, 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. May 31, 2022 November 30, 2021 (In thousands) Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value ASSETS Financial Services: Loans held-for-investment, net Level 3 $ 28,231 28,242 44,582 44,594 Investments held-to-maturity Level 3 155,820 164,389 157,808 184,495 LIABILITIES Homebuilding senior notes and other debts payable, net Level 2 $ 4,645,791 4,716,607 4,652,338 5,046,721 Financial Services notes and other debts payable, net Level 2 1,321,965 1,321,429 1,726,026 1,726,860 Multifamily note payable, net Level 2 16,631 16,631 — — 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. 20 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued) Multifamily —For notes payable, the fair values 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. The Company’s financial instruments measured at fair value on a recurring basis are summarized below: Fair Value Hierarchy Fair Value at (In thousands) May 31, 2022 November 30, 2021 Financial Services Assets: Residential loans held-for-sale Level 2 $ 1,187,906 1,636,283 LMF Commercial loans held-for-sale Level 3 84,205 68 Mortgage servicing rights Level 3 3,221 2,492 Lennar Other: Investments in equity securities Level 1 $ 400,401 906,539 Investments available-for-sale Level 3 34,822 41,654 Residential and LMF Commercial loans held-for-sale in the table above include: May 31, 2022 November 30, 2021 (In thousands) Aggregate Principal Balance Change in Fair Value Aggregate Principal Balance Change in Fair Value Residential loans held-for-sale $ 1,165,423 22,483 1,586,764 49,519 LMF Commercial loans held-for-sale 84,650 ( 445 ) — 68 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 May 31, 2022 and November 30, 2021. 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, 2021. 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 May 31, 2022 As of November 30, 2021 Mortgage prepayment rate 8 % 13 % Discount rate 13 % 13 % Delinquency rate 6 % 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 (loss) from technology investments on the Company’s condensed consolidated statements of operations and comprehensive income. 21 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued) 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. 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 Six Months Ended May 31, May 31, (In thousands) 2022 2021 2022 2021 Changes in fair value included in Financial Services revenues: Loans held-for-sale $ 350 4,669 ( 27,037 ) ( 30,352 ) Mortgage loan commitments 12,758 5,057 26,555 142 Forward contracts ( 18,480 ) ( 23,953 ) ( 8,490 ) 10,285 Changes in fair value included in Lennar Other unrealized gain (loss) from technology investments: Investments in equity securities $ ( 77,965 ) ( 272,625 ) ( 473,135 ) 197,120 Changes in fair value included in other comprehensive gain (loss), net of tax: Lennar Other investments available-for-sale $ 62 316 804 ( 626 ) 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 May 31, 2022 2021 (In thousands) Mortgage servicing rights LMF Commercial loans held-for-sale Mortgage servicing rights LMF Commercial loans held-for-sale Beginning balance $ 2,793 85,795 1,499 123,148 Purchases/loan originations 99 143,650 20 201,296 Sales/loan originations sold, including those not settled — ( 145,385 ) — ( 155,740 ) Disposals/settlements ( 106 ) — ( 58 ) ( 7,300 ) Changes in fair value (1) 435 145 1,141 2,825 Interest and principal paydowns — — — ( 309 ) Ending balance $ 3,221 84,205 2,602 163,920 Six Months Ended May31, 2022 2021 (In thousands) Mortgage servicing rights LMF Commercial loans held-for-sale Mortgage servicing rights LMF Commercial loans held-for-sale Beginning balance 2,492 68 2,113 193,588 Purchases/loan originations 181 408,495 443 420,796 Sales/loan originations sold, including those not settled — ( 323,467 ) — ( 438,705 ) Disposals/settlements ( 265 ) — ( 1,095 ) ( 7,300 ) Changes in fair value (1) 813 ( 445 ) 1,141 ( 3,942 ) Interest and principal paydowns — ( 446 ) — ( 517 ) Ending balance $ 3,221 84,205 2,602 163,920 (1) 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 22 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued) 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: Three Months Ended May 31, 2022 2021 (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 Level 3 $ 18,665 17,200 ( 1,465 ) 19,240 6,378 ( 12,862 ) Land and land under development Level 3 8,785 7,149 ( 1,636 ) 78 — ( 78 ) Six Months Ended May 31, 2022 2021 (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 Level 3 $ 34,023 31,041 ( 2,982 ) 21,784 8,728 ( 13,056 ) Land and land under development Level 3 29,538 17,909 ( 11,629 ) 520 — ( 520 ) (1) Valuation adjustments were included in Homebuilding costs and expenses in the Company's condensed consolidated statements of operations and comprehensive income. 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, 2021. 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. 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 Six Months Ended # of active communities # of communities with potential indicator of impairment # of communities Fair Value (in thousands) Valuation Adjustments (in thousands) May 31, 2022 1,218 6 — $ — $ — May 31, 2021 1,221 10 1 17,117 11,849 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: Six Months Ended May 31, 2021 Unobservable inputs Average selling price $ 635,000 Absorption rate per quarter (homes) 11 Discount rate 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 six months ended May 31, 2022 and based on the Company's evaluation, there were three entities that consolidated with total combined assets of $ 111.4 million and an immaterial amount of liabilities. During the six months ended May 31, 2022, there was a VIE that deconsolidated that had a total assets of $ 22.8 million and an immaterial amount of liabilities. 23 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued) 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. 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: May 31, 2022 November 30, 2021 (In thousands) Investments in Unconsolidated VIEs Lennar’s Maximum Exposure to Loss Investments in Unconsolidated VIEs Lennar’s Maximum Exposure to Loss Homebuilding (1) $ 209,189 340,544 107,323 301,619 Multifamily (2) 566,622 597,657 579,388 611,937 Financial Services (3) 155,820 155,820 157,808 157,808 Lennar Other (4) 16,189 16,189 12,680 12,680 $ 947,820 1,110,210 857,199 1,084,044 (1) As of May 31, 2022 and November 30, 2021, the maximum exposure to loss of Homebuilding's investments in unconsolidated VIEs was limited to its investments in unconsolidated VIEs, except with regard to the Company's remaining $ 98.5 million commitment to fund capital in Upward America, and a $ 32.7 million of receivable relating to a short-term loan and management fee owed to the Company by Upward America. (2) As of May 31, 2022 and November 30, 2021, the maximum exposure to loss of Multifamily's investments in unconsolidated VIEs was primarily limited to its investments in the unconsolidated VIEs. The maximum exposure for LMV 1 and LMV II in addition to the investment also included to the remaining equity commitment of $ 21.0 million and $ 23.1 million as of May 31, 2022 and November 30, 2021, respectively, 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 May 31, 2022 and November 30, 2021, the maximum exposure to loss of the Financial Services segment was limited to its investment in the unconsolidated VIEs and related to the Financial Services' CMBS investments held-to-maturity. (4) As of May 31, 2022, the maximum recourse exposure to loss of the Lennar Other segment was limited to its investments in the unconsolidated VIEs. 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 six months ended May 31, 2022, consolidated inventory not owned increased by $ 526.3 million with a corresponding increase to liabilities related to consolidated inventory not owned in the accompanying condensed consolidated balance sheet as of May 31, 2022. The increase was primarily due to additions in the six months ended May 31, 2022 as the 24 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued) 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 finished homes and construction in progress in the accompanying consolidated balance sheet as of May 31, 2022. 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. The Company's exposure to losses on its option contracts with third parties and unconsolidated entities were as follows: (Dollars in thousands) May 31, 2022 November 30, 2021 Non-refundable option deposits and pre-acquisition costs $ 1,757,845 1,228,057 Letters of credit in lieu of cash deposits under certain land and option contracts 207,946 175,937 (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 often 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. Right-of-use ("ROU") assets and 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) May 31, 2022 November 30, 2021 Right-of-use assets $ 149,772 155,616 Lease liabilities 158,573 163,513 Weighted-average remaining lease term (in years) 8.2 8.2 Weighted-average discount rate 2.9 % 2.8 % 25 Lennar Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued) Future minimum payments under the noncancellable leases in effect at May 31, 2022 were as follows: (In thousands) Lease Payments 2022 $ 17,586 2023 30,964 2024 25,374 2025 21,181 2026 16,416 2027 and thereafter 66,826 Total future minimum lease payments (1) $ 178,347 Less: Interest (2) 19,774 Present value of lease liabilities (2) $ 158,573 (1) Total future minimum lease payments exclude variable lease costs of $ 17.0 million and short-term lease costs of $ 2.3 million. (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 May 31, 2022, the weighted average remaining lease term and weighted average discount rate used in calculating the lease liabilities were 8.2 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: Six Months Ended (In thousands) May 31, 2022 May 31, 2021 Rental expense $ 50,698 41,662 Payment on lease liabilities 17,196 18,122 On occasion, the Company may sublease rented space which is no longer used for the Company's operations. For both the six months ended May 31, 2022 and 2021, the Company had an immaterial amount of sublease income. 26