UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2011

Commission File Number: 1-11749

 

 

Lennar Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		95-4337490
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

700 Northwest 107th Avenue, Miami, Florida 33172

(Address of principal executive offices) (Zip Code)

(305) 559-4000

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  þ    NO  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  þ    NO  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer     þ             Accelerated filer     ¨             Non-accelerated filer    ¨             Smaller reporting company    ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  þ

Common stock outstanding as of September 30, 2011:

 

Class A 155,704,729
Class B   31,303,195

 

 

 

---

Part I. Financial Information

 

Item 1.

Financial Statements.

Lennar Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)

(unaudited)

 

		August 31, 2011 (1)				November 30, 2010 (1)
ASSETS
Lennar Homebuilding:
Cash and cash equivalents		$	800,332				1,207,247
Restricted cash			8,889				8,195
Receivables, net			55,624				82,202
Inventories:
Finished homes and construction in progress			1,437,510				1,491,292
Land and land under development			2,426,643				2,223,300
Consolidated inventory not owned			400,857				455,016
Total inventories			4,265,010				4,169,608
Investments in unconsolidated entities			653,080				626,185
Other assets			526,731				307,810
			6,309,666				6,401,247
Rialto Investments:
Cash and cash equivalents			69,576				76,412
Defeasance cash to retire notes payable			189,667				101,309
Loans receivable			793,009				1,219,314
Real estate owned, net			667,332				258,104
Investments in unconsolidated entities			142,821				84,526
Other assets			32,198				37,949
			1,894,603				1,777,614
Lennar Financial Services			519,749				608,990
Total assets		$	8,724,018				8,787,851

 

(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 of consolidated variable interest entities (“VIEs”) that are owned by the consolidated VIEs and non-recourse liabilities of consolidated VIEs.

As of August 31, 2011, total assets include $2,273.5 million related to consolidated VIEs of which $26.2 million is included in Lennar Homebuilding cash and cash equivalents, $3.7 million in Lennar Homebuilding receivables, net, $22.0 million in Lennar Homebuilding finished homes and construction in progress, $475.1 million in Lennar Homebuilding land and land under development, $74.4 million in Lennar Homebuilding consolidated inventory not owned, $42.7 million in Lennar Homebuilding investments in unconsolidated entities, $213.7 million in Lennar Homebuilding other assets, $69.6 million in Rialto Investments cash and cash equivalents, $189.7 million in Rialto Investments defeasance cash to retire notes payable, $623.2 million in Rialto Investments loans receivable, $521.0 million in Rialto Investments real estate owned, net, $0.6 million in Rialto Investments investments in unconsolidated entities and $11.6 million in Rialto Investments other assets.

As of November 30, 2010, total assets include $2,300.2 million related to consolidated VIEs of which $34.1 million is included in Lennar Homebuilding cash and cash equivalents, $0.2 million in Lennar Homebuilding restricted cash, $6.6 million in Lennar Homebuilding receivables, net, $221.7 million in Lennar Homebuilding finished homes and construction in progress, $400.7 million in Lennar Homebuilding land and land under development, $87.4 million in Lennar Homebuilding consolidated inventory not owned, $38.8 million in Lennar Homebuilding investments in unconsolidated entities, $159.5 million in Lennar Homebuilding other assets, $72.4 million in Rialto Investments cash and cash equivalents, $101.3 million in Rialto Investments defeasance cash to retire notes payable, $974.4 million in Rialto Investments loans receivable, $188.5 million in Rialto Investments real estate owned, net and $14.6 million in Rialto Investments other assets.

 

See accompanying notes to condensed consolidated financial statements.

1

---

Lennar Corporation and Subsidiaries

Condensed Consolidated Balance Sheets — (Continued)

(In thousands, except per share amounts)

(unaudited)

 

		August 31, 2011 (2)				November 30, 2010 (2)
LIABILITIES AND EQUITY
Lennar Homebuilding:
Accounts payable		$	196,793				168,006
Liabilities related to consolidated inventory not owned			336,714				384,233
Senior notes and other debts payable			3,127,649				3,128,154
Other liabilities			620,993				694,142
			4,282,149				4,374,535
Rialto Investments:
Notes payable and other liabilities			784,192				770,714
Lennar Financial Services			377,390				448,219
Total liabilities			5,443,731				5,593,468
Stockholders’ equity:
Preferred stock			—				—
Class A common stock of $0.10 par value; Authorized: August 31, 2011 and November 30, 2010 – 300,000,000 shares; Issued: August 31, 2011 – 167,395,196 and November 30, 2010 – 167,009,774 shares			16,740				16,701
Class B common stock of $0.10 par value; Authorized: August 31, 2011 and November 30, 2010 – 90,000,000 shares; Issued: August 31, 2011 – 32,982,817 and November 30, 2010 – 32,970,914 shares			3,298				3,297
Additional paid-in capital			2,332,374				2,310,339
Retained earnings			933,604				894,108
Treasury stock, at cost; August 31, 2011 – 11,690,070 Class A common shares and 1,679,620 Class B common shares; November 30, 2010 – 11,664,744 Class A common shares and 1,679,620 Class B common shares			(615,525	)			(615,496	)
Total stockholders’ equity			2,670,491				2,608,949
Noncontrolling interests			609,796				585,434
Total equity			3,280,287				3,194,383
Total liabilities and equity		$	8,724,018				8,787,851

 

(2)

As of August 31, 2011, total liabilities include $897.0 million related to consolidated VIEs as to which there was no recourse against the Company, of which $8.9 million is included in Lennar Homebuilding accounts payable, $46.9 million in Lennar Homebuilding liabilities related to consolidated inventory not owned, $178.2 million in Lennar Homebuilding senior notes and other debts payable, $16.4 million in Lennar Homebuilding other liabilities and $646.6 million in Rialto Investments notes payable and other liabilities.

As of November 30, 2010, total liabilities include $963.3 million related to consolidated VIEs as to which there was no recourse against the Company, of which $32.4 million is included in Lennar Homebuilding accounts payable, $60.6 million in Lennar Homebuilding liabilities related to consolidated inventory not owned, $185.4 million in Lennar Homebuilding senior notes and other debts payable, $53.1 million in Lennar Homebuilding other liabilities and $631.8 million in Rialto Investments notes payable and other liabilities.

See accompanying notes to condensed consolidated financial statements.

 

2

---

Lennar Corporation and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(unaudited)

 

		Three Months Ended								Nine Months Ended
		August 31,								August 31,
		2011				2010				2011				2010
Revenues:
Lennar Homebuilding		$	711,754				718,149				1,840,939				1,944,253
Lennar Financial Services			66,374				68,826				183,509				196,727
Rialto Investments			42,065				38,000				118,283				72,918
Total revenues			820,193				824,975				2,142,731				2,213,898
Cost and expenses:
Lennar Homebuilding (1)			662,909				663,662				1,741,383				1,822,316
Lennar Financial Services			58,386				62,013				171,843				177,162
Rialto Investments			33,562				26,156				94,184				47,073
Corporate general and administrative			22,776				23,994				66,726				68,868
Total costs and expenses			777,633				775,825				2,074,136				2,115,419
Lennar Homebuilding equity in earnings (loss) from unconsolidated entities (2)			(4,552	)			986				6,526				(9,310	)
Lennar Homebuilding other income, net (3)			6,940				324				46,411				14,274
Other interest expense			(24,107	)			(17,668	)			(68,654	)			(53,849	)
Rialto Investments equity in earnings (loss) from unconsolidated entities			(6,505	)			6,643				(4,953	)			6,350
Rialto Investments other income, net			9,743				—				38,275				—
Earnings before income taxes			24,079				39,435				86,200				55,944
Benefit (provision) for income taxes			(579	)			(605	)			873				21,997
Net earnings (including net earnings attributable to noncontrolling interests)			23,500				38,830				87,073				77,941
Less: Net earnings attributable to noncontrolling interests (4)			2,770				8,795				25,152				14,710
Net earnings attributable to Lennar		$	20,730				30,035				61,921				63,231
Basic earnings per share		$	0.11				0.16				0.33				0.34
Diluted earnings per share		$	0.11				0.16				0.33				0.34
Cash dividends per each Class A and Class B common share		$	0.04				0.04				0.12				0.12

 

(1)

Lennar Homebuilding costs and expenses include $10.7 million and $19.6 million, respectively, of valuation adjustments and write-offs of option deposits and pre-acquisition costs for the three and nine months ended August 31, 2011; and $12.3 million and $25.3 million, respectively, for the three and nine months ended August 31, 2010.

(2)

Lennar Homebuilding equity in earnings (loss) from unconsolidated entities includes $0.7 million and $5.2 million, respectively, of the Company’s share of valuation adjustments related to the assets of unconsolidated entities for the three and nine months ended August 31, 2011; and $9.2 million and $10.5 million, respectively, for the three and nine months ended August 31, 2010.

(3)	Lennar Homebuilding other income, net includes $2.1 million and $15.3 million, respectively, of valuation adjustments to investments in unconsolidated entities and write-offs of other assets for the three and nine months ended August 31, 2011.

(4)

Net earnings attributable to noncontrolling interests for the three and nine months ended August 31, 2011 include $6.1 million and $30.9 million, respectively, of earnings related to the FDIC’s interest in the portfolio of real estate loans that the Company acquired in partnership with the FDIC. Net earnings attributable to noncontrolling interests for the three and nine months ended August 31, 2010 include $10.8 million and $20.4 million, respectively, of earnings related to the FDIC’s interest in the portfolio of real estate loans that the Company acquired in partnership with the FDIC.

See accompanying notes to condensed consolidated financial statements.

 

3

---

Lennar Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

 

		Nine Months Ended
		August 31,
		2011				2010
Cash flows from operating activities:
Net earnings (including net earnings attributable to noncontrolling interests)		$	87,073				77,941
Adjustments to reconcile net earnings (including net earnings attributable to noncontrolling interests) to net cash (used in) provided by operating activities:
Depreciation and amortization			12,321				9,726
Amortization of discount/premium on debt, net			12,618				3,168
Lennar Homebuilding equity in (earnings) loss from unconsolidated entities			(6,526	)			9,310
Distributions of earnings from Lennar Homebuilding unconsolidated entities			11,410				5,616
Rialto Investments equity in (earnings) loss from unconsolidated entities			4,953				(6,350	)
Distributions of earnings from Rialto Investments unconsolidated entities			4,084				1,868
Shared based compensation expense			16,220				16,995
Excess tax benefits from share-based awards			(283	)			—
Gain on retirement of Lennar Homebuilding debt			—				(19,384	)
Loss on retirement of Lennar Homebuilding senior notes			—				11,714
Gains on Rialto Investments real estate owned			(56,909	)			—
Gains on sale of Rialto Investments commercial mortgage-backed securities			(4,743	)			—
Valuation adjustments and write-offs of option deposits and pre-acquisition costs, other receivables, other assets and Rialto Investments loans receivable			46,977				27,416
Changes in assets and liabilities:
Decrease (increase) in restricted cash			404				(1,793	)
Decrease in receivables			10,633				347,712
Increase in inventories, excluding valuation adjustments and write-offs of option deposits and pre-acquisition costs			(118,132	)			(230,323	)
(Increase) decrease in other assets			(104,863	)			20,387
Decrease (increase) in Lennar Financial Services loans-held-for-sale			43,044				(8,384	)
Decrease in accounts payable and other liabilities			(73,864	)			(76,532	)
Net cash (used in) provided by operating activities			(115,583	)			189,087
Cash flows from investing activities:
Increase in restricted cash related to cash collateralized letters of credit			—				(121,976	)
Net additions of operating properties and equipment			(3,307	)			(603	)
Investments in and contributions to Lennar Homebuilding unconsolidated entities			(89,465	)			(162,329	)
Distributions of capital from Lennar Homebuilding unconsolidated entities			25,280				19,656
Investments in and contributions to Rialto Investments unconsolidated entities			(64,360	)			(64,310	)
Investments in and contributions to Rialto Investments consolidated entities (net of $93.3 million cash and cash equivalents consolidated)			—				(171,778	)
Increase in Rialto Investments defeasance cash to retire notes payable			(88,358	)			(62,855	)
Receipts of principal payments on Rialto Investments loans receivable			52,849				10,430
Proceeds from sales of Rialto Investments real estate owned			55,283				—
Improvements to Rialto Investments real estate owned			(15,484	)			—
(Increase) decrease in Lennar Financial Services loans held-for-investment, net			(192	)			1,712
Purchases of Lennar Financial Services investment securities			(51,940	)			(5,826	)
Proceeds from sale of investments in commercial mortgage-backed securities			11,127				—
Proceeds from maturities of Lennar Financial Services investments securities			6,938				719
Net cash used in investing activities			(161,629	)			(557,160	)

 

4

---

Lennar Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

 

		Nine Months Ended
		August 31,
		2011				2010
Cash flows from financing activities:
Net repayments under Lennar Financial Services debt		$	(56,313	)			(14,351	)
Proceeds from senior notes			—				247,323
Proceeds from 2.00% convertible senior notes due 2020			—				276,500
Debt issuance costs of senior notes			—				(8,785	)
Partial redemption of senior notes			—				(375,421	)
Proceeds from other borrowings			2,957				4,369
Principal payments on other borrowings			(84,463	)			(131,623	)
Exercise of land option contracts from an unconsolidated land investment venture			(33,827	)			(35,784	)
Receipts related to noncontrolling interests			5,765				12,039
Payments related to noncontrolling interests			(7,087	)			(3,882	)
Excess tax benefits from shared-based awards			283				—
Common stock:
Issuances			5,547				1,769
Repurchases			(29	)			(1,806	)
Dividends			(22,425	)			(22,179	)
Net cash used in financing activities			(189,592	)			(51,831	)
Net decrease in cash and cash equivalents			(466,804	)			(419,904	)
Cash and cash equivalents at beginning period			1,394,135				1,457,438
Cash and cash equivalents at end of period		$	927,331				1,037,534
Summary of cash and cash equivalents:
Lennar Homebuilding		$	800,332				865,657
Lennar Financial Services			57,423				62,153
Rialto Investments			69,576				109,724
		$	927,331				1,037,534
Supplemental disclosures of non-cash investing and financing activities:
Non-cash contributions to Lennar Homebuilding unconsolidated entities		$	17,047				4,364
Non-cash distributions from Lennar Homebuilding unconsolidated entities		$	12,043				2,558
Non-cash reclass from inventories to operating properties and equipment		$	126,525				—
Purchases of inventories financed by sellers		$	55,733				15,969
Rialto Investments real estate owned acquired in satisfaction/partial satisfaction of loans receivable		$	396,190				58,905
Consolidations of newly formed or previously unconsolidated entities, net
Receivable		$	2				2,077
Loans receivable		$	—				1,178,012
Inventories		$	52,850				49,047
Investments in Lennar Homebuilding unconsolidated entities		$	(28,574	)			(36,811	)
Investments in Rialto Investments consolidated entities		$	—				(171,778	)
Other assets		$	380				64,717
Debts payable		$	(14,703	)			(678,726	)
Other liabilities		$	(9,423	)			(7,280	)
Noncontrolling interests		$	(532	)			(399,258	)

See accompanying notes to condensed consolidated financial statements.

 

5

---

Lennar Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

(1) Basis of Presentation

Basis of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Lennar Corporation and all subsidiaries, partnerships and other entities in which Lennar Corporation has a controlling interest and VIEs (see Note 16) in which Lennar Corporation is deemed to be the primary beneficiary (the “Company”). The Company’s investments in both unconsolidated entities in which a significant, but less than controlling, interest is held and in VIEs in which the Company is not deemed to be the primary beneficiary, are accounted for by the equity method. All intercompany transactions and balances have been eliminated in 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 for the year ended November 30, 2010. 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, 2011 are not necessarily indicative of the results to be expected for the full year.

Reclassifications

Certain prior year amounts in the condensed consolidated financial statements have been reclassified to conform with the 2011 presentation.

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.

(2) Operating and Reporting Segments

The Company’s operating segments are aggregated into reportable segments, based primarily upon similar economic characteristics, geography and product type. The Company’s reportable segments consist of:

 

(1)

Homebuilding East

 

(2)

Homebuilding Central

 

(3)

Homebuilding West

 

(4)

Homebuilding Houston

 

(5)

Lennar Financial Services

 

(6)

Rialto Investments

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

 

6

---

of revenues generated from the sales of homes and land, equity in earnings (loss) from unconsolidated entities and other income (expense), net, less the cost of homes sold and land sold, selling, general and administrative expenses and other interest expense of the segment. The Company’s reportable homebuilding segments and all other homebuilding operations not required to be reported separately have operations located in:

East: Florida, Maryland, New Jersey and Virginia

Central: Arizona, Colorado and Texas ⁽¹⁾

West: California and Nevada

Houston: Houston, Texas

Other: Georgia, Illinois, Minnesota, North Carolina and South Carolina

 

(1)

Texas in the Central reportable segment excludes Houston, Texas, which is its own reportable segment.

Operations of the Lennar Financial Services segment include primarily mortgage financing, title insurance and closing services for both buyers of the Company’s homes and others. Substantially all of the loans the Lennar 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. Lennar Financial Services’ operating earnings consist of revenues generated primarily from mortgage financing, title insurance and closing services, less the cost of such services and certain selling, general and administrative expenses incurred by the segment. The Lennar Financial Services segment operates generally in the same states as the Company’s homebuilding operations, as well as in other states.

Operations of the Rialto Investments (“Rialto”) segment include sourcing, underwriting, pricing, managing and ultimately monetizing real estate and real estate related assets, as well as providing similar services to others in markets across the country. Rialto’s operating earnings (loss) consists of revenues generated primarily from interest income associated with portfolios of real estate loans acquired in partnership with the FDIC and other portfolios of real estate loans and assets acquired, fees for sub-advisory services, other income, net, consisting primarily of gains upon foreclosure of real estate owned (“REO”) and gains on sale of REO, and equity in earnings (loss) from unconsolidated entities, less the costs incurred by the segment for managing portfolios, management of investments for others, due diligence expenses related to both completed and abandoned transactions, and other general and administrative expenses.

Each reportable segment follows the same accounting policies described in Note 1 – “Summary of Significant Accounting Policies” to the consolidated financial statements in the Company’s 2010 Annual Report on Form 10-K. Operational results of each segment are not necessarily indicative of the results that would have occurred had the segment been an independent, stand-alone entity during the periods presented.

Financial information relating to the Company’s operations was as follows:

 

		August 31,				November 30,
(In thousands)		2011				2010
Assets:
Homebuilding East		$	1,707,792				1,524,095
Homebuilding Central			694,195				716,595
Homebuilding West			2,174,975				2,051,888
Homebuilding Houston			246,330				226,749
Homebuilding Other			765,852				737,486
Rialto Investments (1)			1,894,603				1,777,614
Lennar Financial Services			519,749				608,990
Corporate and unallocated			720,522				1,144,434
Total assets		$	8,724,018				8,787,851

 

(1)	Consists primarily of assets of consolidated VIEs (see Note 8).

 

7

---

		Three Months Ended								Nine Months Ended
		August 31,								August 31,
(In thousands)		2011				2010				2011				2010
Revenues:
Homebuilding East		$	266,309				257,181				723,378				623,128
Homebuilding Central			101,151				102,308				260,312				270,262
Homebuilding West			144,898				173,925				362,177				517,509
Homebuilding Houston			96,065				91,649				230,904				270,729
Homebuilding Other			103,331				93,086				264,168				262,625
Lennar Financial Services			66,374				68,826				183,509				196,727
Rialto Investments			42,065				38,000				118,283				72,918
Total revenues (1)		$	820,193				824,975				2,142,731				2,213,898
Operating earnings (loss):
Homebuilding East		$	27,279				49,384				67,690				85,642
Homebuilding Central (2)			(6,404	)			(8,250	)			(24,878	)			(15,953	)
Homebuilding West (3)			(4,457	)			(10,640	)			36,033				(16,868	)
Homebuilding Houston			7,205				5,313				10,130				19,954
Homebuilding Other			3,503				2,322				(5,136	)			277
Lennar Financial Services			7,988				6,813				11,666				19,565
Rialto Investments			11,741				18,487				57,421				32,195
Total operating earnings			46,855				63,429				152,926				124,812
Corporate general and administrative expenses			22,776				23,994				66,726				68,868
Earnings before income taxes		$	24,079				39,435				86,200				55,944

 

(1)

Total revenues are net of sales incentives of $95.1 million ($33,600 per home delivered) and $247.9 million ($33,600 per home delivered), respectively, for the three and nine months ended August 31, 2011, compared to $89.1 million ($30,600 per home delivered) and $253.2 million ($32,500 per home delivered), respectively, for the three and nine months ended August 31, 2010.

(2)	For the three and nine months ended August 31, 2011, operating loss includes $0.5 million and $8.1 million, respectively, of expenses associated with remedying pre-existing liabilities of a previously acquired company.

(3)

For the nine months ended August 31, 2011, operating earnings include $37.5 million related to the receipt of a litigation settlement, as well as $15.4 million related to the Company’s share of a gain on debt extinguishment and the recognition of $10.0 million of deferred management fees related to management services previously performed by the Company for one of its Lennar Homebuilding unconsolidated entities (see Note 3).

 

8

---

Valuation adjustments and write-offs relating to the Company’s operations were as follows:

 

		Three Months Ended								Nine Months Ended
		August 31,								August 31,
(In thousands)		2011				2010				2011				2010
Valuation adjustments to finished homes, CIP and land on which the Company intends to build homes:
East		$	1,187				1,061				2,990				3,825
Central			4,741				3,362				8,818				4,652
West			2,357				2,478				3,939				5,091
Houston			113				62				330				162
Other			1,264				4,360				1,725				8,704
Total			9,662				11,323				17,802				22,434
Valuation adjustments to land the Company intends to sell or has sold to third parties:
East			—				52				92				97
Central			1				260				180				2,040
West			—				637				—				753
Houston			11				14				21				14
Other			153				—				153				—
Total			165				963				446				2,904
Write-offs of option deposits and pre-acquisition costs:
East			40				—				386				—
Central			344				—				370				—
West			172				—				172				—
Houston			—				—				81				—
Other			340				—				340				—
Total			896				—				1,349				—
Company’s share of valuation adjustments related to assets of unconsolidated entities:
East			3				229				3				229
Central			—				4,734				371				4,734
West			683				4,282				2,343				5,498
Other			—				—				2,495				—
Total			686				9,245				5,212				10,461
Valuation adjustments to investments of unconsolidated entities:
East (1)			—				159				8,412				560
West			2,077				—				2,077				—
Total			2,077				159				10,489				560
Write-offs of other receivables and other assets:
Other			—				—				4,806				1,518
Total			—				—				4,806				1,518
Total valuation adjustments and write-offs of option deposits and pre-acquisition costs, other receivables and other assets		$	13,486				21,690				40,104				37,877

 

(1)

For the nine months ended August 31, 2011, the Company recorded a $0.1 million valuation adjustment related to a $29.8 million investment of a Lennar Homebuilding unconsolidated entity, which was the result of a linked transaction. The linked transaction resulted in a pre-tax gain of $38.6 million related to a debt extinguishment due to the Company’s purchase of the Lennar Homebuilding unconsolidated entity’s debt at a discount and a $38.7 million valuation adjustment of the Lennar Homebuilding unconsolidated entity’s inventory upon consolidation. The net pre-tax loss of $0.1 million was included in Lennar Homebuilding other income, net, for the nine months ended August 31, 2011.

The Company recorded higher valuation adjustments during the nine months ended August 31, 2011 compared to the nine months ended August 31, 2010, as a result of current changes in strategy and other developments regarding certain of the Company’s joint ventures. In addition, demand trends in many communities in which the Company is selling homes, particularly in older communities, have remained depressed

 

9

---

and/or decreased despite improved affordability resulting from lower home prices and historically low interest rates. If these trends continue and there is further deterioration in the housing market, it may cause additional pricing pressures and slower absorption. This may potentially lead to additional valuation adjustments in the future. In addition, market conditions may cause the Company to re-evaluate its strategy regarding certain 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.

(3) Lennar Homebuilding Investments in Unconsolidated Entities

Summarized condensed financial information on a combined 100% basis related to Lennar Homebuilding’s unconsolidated entities that are accounted for by the equity method was as follows:

Statements of Operations

 

		Three Months Ended								Nine Months Ended
		August 31,								August 31,
(In thousands)		2011				2010				2011				2010
Revenues		$	104,690				84,327				255,004				183,850
Costs and expenses			108,599				152,322				261,073				300,322
Other income			—				—				123,007				—
Net earnings (loss) of unconsolidated entities		$	(3,909	)			(67,995	)			116,938				(116,472	)
Lennar Homebuilding equity in earnings (loss) from unconsolidated entities (1)		$	(4,552	)			986				6,526				(9,310	)

 

(1)

For the nine months ended August 31, 2011, the Company’s share of net earnings recognized includes a $15.4 million gain related to the Company’s share of a $123.0 million gain on debt extinguishment at a Lennar Homebuilding unconsolidated entity, partially offset by $5.2 million of the Company’s share of valuation adjustments related to assets of Lennar Homebuilding’s unconsolidated entities. For the three and nine months ended August 31, 2010, the Company recorded a net pre-tax gain of $7.7 million from a transaction related to one of its unconsolidated entities.

Balance Sheets

 

		August 31,				November 30,
(In thousands)		2011				2010
Assets:
Cash and cash equivalents		$	70,099				82,573
Inventories			3,168,938				3,371,435
Other assets			305,238				307,244
		$	3,544,275				3,761,252
Liabilities and equity:
Account payable and other liabilities		$	245,345				327,824
Debt			1,019,427				1,284,818
Equity			2,279,503				2,148,610
		$	3,544,275				3,761,252

During the first quarter of 2011, a Lennar Homebuilding unconsolidated entity was restructured. As part of the restructuring, the development management agreement (the “Agreement”) between the Company and the unconsolidated entity was terminated and a general release agreement was executed whereby the Company was released from any and all obligations, except any future potential third-party claims, associated with the Agreement. As a result of the restructuring, the termination of the Agreement and the execution of the general release agreement, the Company recognized $10 million of deferred management fees related to management services previously performed by the Company prior to November 30, 2010. The Company is not providing any other services to the unconsolidated entity associated with the deferred management fees recognized.

 

10

---

In 2007, the Company sold a portfolio of land to a strategic land investment venture with Morgan Stanley Estate Fund II, L.P., an affiliate of Morgan Stanley & Co., Inc., in which the Company has a 20% ownership interest and 50% voting rights. Due to the Company’s continuing involvement, the transaction did not qualify as a sale by the Company under GAAP; thus, the inventory has remained on the Company’s condensed consolidated balance sheet in consolidated inventory not owned. As of August 31, 2011 and November 30, 2010, the portfolio of land (including land development costs) of $378.5 million and $424.5 million, respectively, is also reflected as inventory in the summarized condensed financial information related to Lennar Homebuilding’s unconsolidated entities.

The Lennar Homebuilding unconsolidated entities in which the Company has investments usually finance their activities with a combination of partner equity and debt financing. In some instances, the Company and its partners have guaranteed debt of certain unconsolidated entities.

The summary of the Company’s net recourse exposure related to the Lennar Homebuilding unconsolidated entities in which the Company has investments was as follows:

 

		August 31,				November 30,
(In thousands)		2011				2010
Several recourse debt - repayment		$	62,635				33,399
Several recourse debt - maintenance			2,230				29,454
Joint and several recourse debt - repayment			48,057				48,406
Joint and several recourse debt - maintenance			43,466				61,591
The Company’s maximum recourse exposure			156,388				172,850
Less: joint and several reimbursement agreements with the Company’s partners			(57,053	)			(58,878	)
The Company’s net recourse exposure		$	99,335				113,972

During the nine months ended August 31, 2011, the Company’s maximum recourse exposure related to indebtedness of Lennar Homebuilding unconsolidated entities decreased by $52.7 million as a result of $17.7 million paid by the Company primarily through capital contributions to unconsolidated entities and $35.0 million primarily related to the restructuring of a guarantee, the consolidation of a joint venture in the first quarter of 2011 and the joint ventures selling inventory, which was partially offset by a $36.3 million increase in the maximum recourse exposure for consideration given in the form of a several guarantee in connection with the favorable debt maturity extension until 2018 and principal reduction at Heritage Fields El Toro, one of Lennar Homebuilding’s unconsolidated entities as discussed in the note to the following table.

As of August 31, 2011, the Company had no obligation guarantees accrued. At November 30, 2010, the Company had $10.2 million of obligation guarantees accrued as a liability on its condensed consolidated balance sheet. During the nine months ended August 31, 2011, the liability was reduced by $10.2 million, of which $7.6 million were cash payments related to obligation guarantees previously recorded and $2.6 million related to a change in estimate of an obligation guarantee. The obligation guarantees are estimated based on current facts and circumstances and any unexpected changes may lead the Company to incur additional obligation guarantees in the future.

 

11

---

The recourse debt exposure in the previous table represents the Company’s maximum recourse exposure to loss from guarantees and does not take into account the underlying value of the collateral or the other assets of the borrowers that are available to repay the debt or to reimburse the Company for any payments on its guarantees. The Lennar Homebuilding unconsolidated entities that have recourse debt have a significant amount of assets and equity. The summarized balance sheets of Lennar Homebuilding’s unconsolidated entities with recourse debt were as follows:

 

		August 31,				November 30,
(In thousands)		2011				2010
Assets (1)		$	2,159,248				990,028
Liabilities (1)		$	876,034				487,606
Equity (1)		$	1,283,214				502,422

 

(1)

In the first quarter of 2011, Heritage Fields El Toro, one of Lennar Homebuilding’s unconsolidated entities, extended the maturity of its $573.5 million debt until 2018, which at the time was without recourse to Lennar. In exchange for the extension and partial debt extinguishment, which reduced the outstanding debt balance to $481.0 million in the first quarter of 2011, all the partners agreed to provide a limited several repayment guarantee on the outstanding debt, which resulted in a $36.3 million increase to the Company’s maximum recourse exposure and a subsequent increase to assets, liabilities and equity of Lennar Homebuilding unconsolidated entities that have recourse debt. In addition, the Company recognized a $15.4 million gain for its share of the $123.0 million gain on debt extinguishment in the first quarter of 2011.

In addition, in most instances in which the Company has guaranteed debt of a Lennar Homebuilding unconsolidated entity, the Company’s partners have also guaranteed that debt and are required to contribute their share of the guarantee payments. Some of the Company’s guarantees are repayment guarantees and some are maintenance guarantees. In a repayment guarantee, the Company and its venture partners guarantee repayment of a portion or all of the debt in the event of default before the lender would have to exercise its rights against the collateral. In the event of default, if the Company’s venture partner does not have adequate financial resources to meet its obligations under the reimbursement agreement, the Company may be liable for more than its proportionate share, up to its maximum recourse exposure, which is the full amount covered by the joint and several guarantee. The maintenance guarantees only apply if the value of the collateral (generally land and improvements) is less than a specified percentage of the loan balance. If the Company is required to make a payment under a maintenance guarantee to bring the value of the collateral above the specified percentage of the loan balance, the payment would constitute a capital contribution or loan to the Lennar Homebuilding unconsolidated entity and increase the Company’s investment in the unconsolidated entity and its share of any funds the unconsolidated entity distributes.

In connection with many of the loans to Lennar Homebuilding unconsolidated entities, the Company and its joint venture partners (or entities related to them) have been required to give guarantees of completion to the lenders. Those completion guarantees may require that the guarantors complete the construction of the improvements for which the financing was obtained. If the construction is to be done in phases, the guarantee generally is limited to completing only the phases as to which construction has already commenced and for which loan proceeds were used.

During the three months ended August 31, 2011, there were: (1) no payments under the Company’s maintenance guarantees and (2) other loan paydowns of $3.1 million, a portion of which related to amounts paid under the Company’s repayment guarantees. During the three months ended August 31, 2010, there were: (1) payments of $3.0 million under the Company’s maintenance guarantees, (2) at the election of the Company, a loan paydown of $50.3 million, representing both the Company’s and its partner’s share, in return for a 4-year loan extension and the rights to obtain preferred returns and priority distributions at one of Lennar Homebuilding’s unconsolidated entities, and (3) a $19.3 million payment to extinguish debt at a discount and buyout the partner of one of Lennar Homebuilding’s unconsolidated entities that resulted in a net pre-tax gain of $7.7 million. In addition, during the three months ended August 31, 2010, there were other loan paydowns of $0.9 million. During the three months ended August 31, 2011 and 2010, there were no payments under completion guarantees.

 

12

---

During the nine months ended August 31, 2011, there were: (1) payments of $1.7 million under the Company’s maintenance guarantees and (2) other loan paydowns of $16.1 million, a portion of which related to amounts paid under the Company’s repayment guarantees. During the nine months ended August 31, 2010, there were: (1) payments of $8.0 million under the Company’s maintenance guarantees, (2) at the election of the Company, a loan paydown of $50.3 million, representing both the Company’s and its partner’s share, in return for a 4-year loan extension and the rights to obtain preferred returns and priority distributions at one of Lennar Homebuilding’s unconsolidated entities, and (3) a $19.3 million payment to extinguish debt at a discount and buyout the partner of one of Lennar Homebuilding’s unconsolidated entities that resulted in a net pre-tax gain of $7.7 million. In addition, during the nine months ended August 31, 2010, there were other loan paydowns of $27.9 million, a portion of which related to amounts paid under the Company’s repayment guarantees. During the nine months ended August 31, 2011 and 2010, there were no payments under completion guarantees.

As of August 31, 2011, the fair values of the maintenance guarantees, repayment guarantees and completion guarantees were not material. The Company believes that as of August 31, 2011, in the event it becomes legally obligated to perform under a guarantee of the obligation of a Lennar Homebuilding unconsolidated entity due to a triggering event under a guarantee, most of the time the collateral should 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 for its joint ventures (see Note 12).

The total debt of the Lennar Homebuilding unconsolidated entities in which the Company has investments was as follows:

 

		August 31,				November 30,
(In thousands)		2011				2010
The Company’s net recourse exposure		$	99,335				113,972
Reimbursement agreements from partners			57,053				58,878
The Company’s maximum recourse exposure		$	156,388				172,850
Non-recourse bank debt and other debt (partner’s share of several recourse)		$	152,516				79,921
Non-recourse land seller debt or other debt			26,400				58,604
Non-recourse debt with completion guarantees			485,994				600,297
Non-recourse debt without completion guarantees			198,129				373,146
Non-recourse debt to the Company			863,039				1,111,968
Total debt		$	1,019,427				1,284,818
The Company’s maximum recourse exposure as a % of total JV debt			15	%			13	%

Subsequent to August 31, 2011, the Company entered into a transaction in which it received a net asset distribution from Platinum Triangle Partners, a Lennar Homebuilding unconsolidated entity, resulting in an immaterial gain. Upon the distribution of the net assets, the partners repaid the respective debt amounts assumed. As a result, the Company’s maximum recourse exposure related to indebtedness of its Lennar Homebuilding unconsolidated entities decreased.

 

13

---

(4) Equity and Comprehensive Income

The following table reflects 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 nine months ended August 31, 2011 and 2010:

 

						Stockholders’ Equity
(In thousands)		Total Equity				Class A Common Stock				Class B Common Stock				Additional Paid in Capital				Treasury Stock				Retained Earnings				Noncontrolling Interests
Balance at November 30, 2010		$	3,194,383				16,701				3,297				2,310,339				(615,496	)			894,108				585,434
Net earnings (including net earnings attributable to noncontrolling interests)			87,073				—				—				—				—				61,921				25,152
Employee stock and directors plans			9,045				39				1				9,034				(29	)			—				—
Amortization of restricted stock			13,001				—				—				13,001				—				—				—
Cash dividends			(22,425	)			—				—				—				—				(22,425	)			—
Receipts related to noncontrolling interests			5,765				—				—				—				—				—				5,765
Payments related to noncontrolling interests			(7,087	)			—				—				—				—				—				(7,087	)
Lennar Homebuilding non-cash consolidations			532				—				—				—				—				—				532
Balance at August 31, 2011		$	3,280,287				16,740				3,298				2,332,374				(615,525	)			933,604				609,796
						Stockholders’ Equity
(In thousands)		Total Equity				Class A Common Stock				Class B Common Stock				Additional Paid in Capital				Treasury Stock				Retained Earnings				Noncontrolling Interests
Balance at November 30, 2009		$	2,588,014				16,515				3,296				2,208,934				(613,690	)			828,424				144,535
Net earnings (including net earnings attributable to noncontrolling interests)			77,941				—				—				—				—				63,231				14,710
Employee stock and directors plans			5,284				16				1				7,073				(1,806	)			—				—
Amortization of restricted stock			11,948				—				—				11,948				—				—				—
Cash dividends			(22,179	)			—				—				—				—				(22,179	)			—
Receipts related to noncontrolling interests			12,039				—				—				—				—				—				12,039
Payments related to noncontrolling interests			(3,882	)			—				—				—				—				—				(3,882	)
Rialto Investments non-cash consolidations			397,588				—				—				—				—				—				397,588
Non-cash activity related to noncontrolling interests			1,670				—				—				—				—				—				1,670
Balance at August 31, 2010		$	3,068,423				16,531				3,297				2,227,955				(615,496	)			869,476				566,660

Comprehensive income attributable to Lennar for both the three and nine months ended August 31, 2011 and 2010 was the same as net earnings attributable to Lennar. Comprehensive income attributable to noncontrolling interests for both the three and nine months ended August 31, 2011 and 2010 was the same as the net earnings attributable to noncontrolling interests.

The Company has a stock repurchase program which permits the purchase of up to 20 million shares of its outstanding common stock. There were no share repurchases during both the three and nine months ended August 31, 2011 and 2010 under the stock repurchase program. As of August 31, 2011, 6.2 million shares of common stock can be repurchased in the future under the program.

 

14

---

During both the three months and nine months ended August 31, 2011, treasury stock increased by an immaterial amount of common shares in connection with activity related to the Company’s equity compensation plans.

(5) Income Taxes

A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the more-likely-than-not realization threshold criterion. In the assessment for a valuation allowance, appropriate consideration is given to all positive and negative evidence related to the realization of the deferred tax assets. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with loss carryforwards not expiring unused and tax planning alternatives.

Based upon an evaluation of all available evidence, during the three and nine months ended August 31, 2011, the Company recorded a reversal of its deferred tax asset valuation allowance of $5.9 million and $16.7 million, respectively, primarily due to net earnings generated during the period. At August 31, 2011 and November 30, 2010, the Company’s deferred tax asset valuation allowance was $592.8 million and $609.5 million, respectively. In future periods, the allowance could be reduced based on sufficient evidence indicating that it is more likely than not that a portion or all of the Company’s deferred tax assets will be realized.

At August 31, 2011 and November 30, 2010, the Company had $49.3 million and $46.0 million, respectively, of gross unrecognized tax benefits. If the Company were to recognize its gross unrecognized tax benefits, $29.8 million would affect the Company’s effective tax rate.

The Company expects the total amount of unrecognized tax benefits to decrease by $25.0 million within twelve months as a result of settlements with various taxing authorities and the expiration of certain statutes of limitations.

At August 31, 2011, the Company had $27.9 million accrued for interest and penalties, of which $0.6 million and $5.2 million, respectively, was recorded during the three and nine months ended August 31, 2011. During the nine months ended August 31, 2011, the accrual for interest and penalties was reduced by $5.5 million, primarily as a result of the settlement of state tax nexus issues. At November 30, 2010, the Company had $28.2 million accrued for interest and penalties.

During the nine months ended August 31, 2011, the Company’s gross unrecognized tax benefits increased by $12.6 million related to a settlement for certain losses carried back to prior years as well as retroactive changes in certain state tax laws. There was also a decrease to the Company’s gross unrecognized tax benefits of $9.3 million as a result of the settlement of certain state tax nexus issues. This resulted in a net increase of gross unrecognized tax benefits of $3.3 million and an increase in the Company’s effective tax rate from (6.74%) to (1.43%).

The IRS continuously reviews the Company’s federal income tax returns and is currently examining the tax returns for fiscal years 2005 through 2010. Certain state taxing authorities are examining various fiscal years. The final outcome of these examinations is not yet determinable. The statute of limitations for the Company’s major tax jurisdictions remains open for examination for fiscal year 2005 and subsequent years.

 

15

---

(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.

Under certain provisions of ASC Topic 260, Earnings per Share, 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”) are considered participating securities.

Basic and diluted earnings per share were calculated as follows:

 

		Three Months Ended August 31,								Nine Months Ended August 31,
(In thousands, except per share amounts)		2011				2010				2011				2010
Numerator:
Net earnings attributable to Lennar		$	20,730				30,035				61,921				63,231
Less: distributed earnings allocated to nonvested shares			94				75				288				237
Less: undistributed earnings allocated to nonvested shares			164				235				504				443
Numerator for basic earnings per share			20,472				29,725				61,129				62,551
Plus: interest on 2.00% convertible senior notes due 2020			871				871				2,614				1,123
Plus: undistributed earnings allocated to convertible shares			164				—				503				—
Less: undistributed earnings reallocated to convertible shares			166				—				508				—
Numerator for diluted earnings per share		$	21,341				30,596				63,738				63,674
Denominator:
Denominator for basic earnings per share – weighted average common shares outstanding			184,665				183,065				184,480				182,913
Effect of dilutive securities:
Shared based payments			482				26				620				171
2.00% convertible senior notes due 2020			10,005				10,005				10,005				4,313
Denominator for diluted earnings per share – weighted average common shares outstanding			195,152				193,096				195,105				187,397
Basic earnings per share		$	0.11				0.16				0.33				0.34
Diluted earnings per share		$	0.11				0.16				0.33				0.34

Options to purchase 0.7 million and 5.3 million shares, respectively, of common stock were outstanding and anti-dilutive for the three months ended August 31, 2011 and 2010. Options to purchase 1.2 million and 4.6 million shares, respectively, of common stock were outstanding and anti-dilutive for the nine months ended August 31, 2011 and 2010.

 

16

---

(7) Lennar Financial Services Segment

The assets and liabilities related to the Lennar Financial Services segment were as follows:

 

(In thousands)		August 31, 2011				November 30, 2010
Assets:
Cash and cash equivalents		$	57,423				110,476
Restricted cash			20,112				21,210
Receivables, net (1)			96,506				136,672
Loans held-for-sale (2)			200,599				245,404
Loans held-for-investment, net			23,116				21,768
Investments held-to-maturity			47,690				3,165
Goodwill			34,046				34,046
Other (3)			40,257				36,249
		$	519,749				608,990
Liabilities:
Notes and other debts payable		$	215,365				271,678
Other (4)			162,025				176,541
		$	377,390				448,219

 

(1)	Receivables, net primarily relate to loans sold to investors for which the Company had not yet been paid as of August 31, 2011 and November 30, 2010, respectively.

(2)	Loans held-for-sale relate to unsold loans carried at fair value.

(3)	Other assets include mortgage loan commitments carried at fair value of $7.4 million and $1.4 million, respectively, as of August 31, 2011 and November 30, 2010. Other assets also include forward contracts carried at fair value of $2.9 million as of November 30, 2010.

(4)	Other liabilities include forward contracts carried at fair value of $3.2 million as of August 31, 2011.

At August 31, 2011, the Lennar Financial Services segment had a warehouse repurchase facility with a maximum aggregate commitment of $150 million and an additional uncommitted amount of $50 million that matures in February 2012. In addition, the Lennar Financial Services segment amended its warehouse repurchase facility that matured in July 2011 by extending its maturity to July 2012 with a maximum aggregate commitment of $175 million. The maximum aggregate commitment under these facilities totaled $325 million as of August 31, 2011.

The Lennar Financial Services segment uses these facilities to finance its lending activities until the mortgage loans are sold to investors and expects the facilities to be renewed or replaced with other facilities when they mature. Borrowings under the facilities were $215.3 million and $271.6 million, respectively, at August 31, 2011 and November 30, 2010, and were collateralized by mortgage loans and receivables on loans sold to investors but not yet paid for with outstanding principal balances of $227.0 million and $286.0 million, respectively, at August 31, 2011 and November 30, 2010. If the facilities are not renewed, the borrowings under the lines of credit will be paid off by selling the mortgage loans held-for-sale to investors and by collecting on receivables on loans sold but not yet paid. Without the facilities, the Lennar Financial Services segment would have to use cash from operations and other funding sources to finance its lending activities.

Substantially all of the loans the Lennar 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 agreement. There has been an increased industry-wide effort by purchasers to defray their losses in an unfavorable economic environment by purporting to have found inaccuracies related to sellers’ representations and warranties in particular loan sale agreements. The Company’s mortgage operations have established reserves for possible losses associated with mortgage loans previously originated and sold to investors. The Company establishes reserves 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. While the Company believes that it has adequately reserved for known losses and projected repurchase requests, given the volatility in

 

17

---

the 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 Lennar Financial Services’ liabilities in the condensed consolidated balance sheets. The activity in the Company’s loan origination liabilities was as follows:

 

		Three Months Ended August 31,								Nine Months Ended August 31,
(In thousands)		2011				2010				2011				2010
Loan origination liabilities, beginning of period		$	9,951				6,893				9,872				9,518
Provision for losses during the period			118				117				247				285
Adjustments to pre-existing provisions for losses from changes in estimates			—				882				(50	)			714
Payments/settlements (1)			(3,174	)			(91	)			(3,174	)			(2,716	)
Loan origination liabilities, end of period		$	6,895				7,801				6,895				7,801

 

(1)	Payments/settlements during the three months ended August 31, 2011 include a settlement the Company paid to one of its largest investors, which settled all outstanding and potential future repurchase demands related to originations sold to them prior to 2009.

For Lennar Financial Services loans held-for-investment, net, a loan is deemed impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Interest income is not accrued or recognized on impaired loans unless payment is received. Impaired loans are written-off if and when the loan is no longer secured by collateral. The total unpaid principal balance of the impaired loans as of August 31, 2011 and November 30, 2010 was $8.7 million and $10.2 million, respectively. At August 31, 2011, the recorded investment in both the impaired loans and impaired loans with a valuation allowance was $3.6 million, net of an allowance of $5.1 million. At November 30, 2010, the recorded investment in both the impaired loans and impaired loans with a valuation allowance was $4.3 million, net of an allowance of $5.9 million. The average recorded investment in impaired loans totaled approximately $4 million for both the three and nine months ended August 31, 2011. The average recorded investment in impaired loans totaled approximately $7 million and $8 million, respectively, for the three and nine months ended August 31, 2010.

The Company reviews goodwill annually (or whenever indicators of impairment exist) in accordance with GAAP. Due to operating losses in the title operations of the Lennar Financial Services segment, the Company evaluated the carrying value of its Lennar Financial Services segment’s goodwill prior to its annual impairment test. The Company estimated the fair value of its title operations based on the income approach and concluded that a goodwill impairment was not required as of August 31, 2011.

 

18

---

(8) Rialto Investments Segment

The assets and liabilities related to the Rialto segment were as follows:

 

		August 31,				November 30,
(In thousands)		2011				2010
Assets:
Cash and cash equivalents		$	69,576				76,412
Defeasance cash to retire notes payable			189,667				101,309
Loans receivable			793,009				1,219,314
Real estate owned - held-for-sale, net			615,680				250,286
Real estate owned - held-and-used, net			51,652				7,818
Investments in unconsolidated entities			142,821				84,526
Investments held-to-maturity			13,887				19,537
Other			18,311				18,412
		$	1,894,603				1,777,614
Liabilities:
Notes payable		$	765,939				752,302
Other			18,253				18,412
		$	784,192				770,714

Rialto’s operating earnings for the three and nine months ended August 31, 2011 and 2010 was as follows:

 

		Three Months Ended								Nine Months Ended
		August 31,								August 31,
(In thousands)		2011				2010				2011				2010
Revenues		$	42,065				38,000				118,283				72,918
Costs and expenses			33,562				26,156				94,184				47,073
Rialto Investments equity in earnings (loss) from unconsolidated entities			(6,505	)			6,643				(4,953	)			6,350
Rialto Investments other income, net			9,743				—				38,275				—
Operating earnings (1)		$	11,741				18,487				57,421				32,195

 

(1)

Operating earnings for the three and nine months ended August 31, 2011 include $6.1 million and $30.9 million, respectively, of net earnings attributable to noncontrolling interests. Operating earnings for the three and nine months ended August 31, 2010 include $10.8 million and $20.4 million, respectively, of net earnings attributable to noncontrolling interests.

Loans Receivable

In February 2010, the Rialto segment acquired indirectly 40% managing member equity interests in two limited liability companies (“LLCs”), in which the FDIC holds the remaining 60% interests. The LLCs hold performing and non-performing loans formerly owned by 22 failed financial institutions. When the Rialto segment acquired its interests in the LLCs, the two portfolios consisted of approximately 5,500 distressed residential and commercial real estate loans (“FDIC Portfolios”). The FDIC provided $626.9 million of financing with 0% interest, which is non-recourse to the Company and the LLCs. As of August 31, 2011, the notes payable balance was $626.9 million; however, $189.7 million of cash collections on loans in excess of expenses had been deposited in a defeasance account, established for the repayment of the notes payable, under the agreement with the FDIC. The funds in the defeasance account will be used to retire the notes payable upon their maturity.

The LLCs met the accounting definition of VIEs and since the Company was determined to be the primary beneficiary, the Company consolidated the LLCs. At August 31, 2011, these consolidated LLCs had total combined assets and liabilities of $1.4 billion and $0.6 billion, respectively.

 

19

---

In September 2010, the Rialto segment acquired approximately 400 distressed residential and commercial real estate loans (“Bank Portfolios”) and over 300 real estate owned (“REO”) properties from three financial institutions. The Company paid $310 million for the distressed real estate and real estate related assets of which $124 million was financed through a 5-year senior unsecured note provided by one of the selling institutions.

The following table displays the loans receivable by aggregate collateral type:

 

		August 31,				November 30,
(In thousands)		2011				2010
Land		$	377,937				565,861
Single family homes			181,924				318,783
Commercial properties			164,960				239,182
Multi-family homes			50,495				59,951
Other			17,693				35,537
Loans receivable		$	793,009				1,219,314

In accordance with loans accounted for under ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, (“ASC 310-30”), the Rialto segment estimated the cash flows, at acquisition, it expected to collect on the FDIC Portfolios and Bank Portfolios. In accordance with ASC 310-30, the difference between the contractually required payments and the cash flows expected to be collected at acquisition is referred to as the nonaccretable difference. This difference is neither accreted into income nor recorded on the Company’s condensed consolidated balance sheets. The excess of cash flows expected to be collected over the cost of the loans acquired is referred to as the accretable yield and is recognized in interest income over the remaining life of the loans using the effective yield method.

The Rialto segment periodically evaluates its estimate of cash flows expected to be collected on its FDIC Portfolios and Bank Portfolios. These evaluations require the continued use of key assumptions and estimates, similar to those used in the initial estimate of fair value of the loans to allocate purchase price. Subsequent changes in the estimated cash flows expected to be collected may result in changes in the accretable yield and nonaccretable difference or reclassifications from nonaccretable yield to accretable yield. Increases in the cash flows expected to be collected will generally result in an increase in interest income over the remaining life of the loan or pool of loans. Decreases in expected cash flows due to further credit deterioration will generally result in an impairment charge recognized as a provision for loan losses, resulting in an increase to the allowance for loan losses.

The following table displays the outstanding balance and carrying value of loans accounted for under ASC 310-30 as of August 31, 2011 and November 30, 2010:

 

		August 31,				November 30,
(In thousands)		2011				2010
Outstanding principal balance		$	1,563,051				2,558,709
Carrying value		$	681,196				966,098

The activity in the accretable yield for the FDIC Portfolios and Bank Portfolios for the nine months ended August 31, 2011:

 

(In thousands)		Accretable Yield
Balance at November 30, 2010		$	396,311
Additions			16,173
Deletions			(72,864	)
Accretions			(87,549	)
Balance at August 31, 2011		$	252,071

Additions primarily represent reclasses from nonaccretable yield to accretable yield on the Bank Portfolios. Deletions represent disposal of loans, which includes foreclosure of underlying collateral and result in removal of the loans from the accretable yield portfolios.

 

20

---

At August 31, 2011 and November 30, 2010, there were loans receivable with a carrying value of approximately $112 million and $253 million, respectively, for which interest income was not being recognized as they were classified as nonaccrual. When forecasted principal and interest cannot be reasonably estimated at the loan acquisition date, management classifies the loan as nonaccrual and accounts for these assets in accordance with ASC 310-10, Receivables (“ASC 310-10”). When a loan is classified as nonaccrual, any subsequent cash receipt is accounted for using the cost recovery method. In accordance with ASC 310-10, a loan is considered impaired when based on current information and events it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected. Although these loans met the definition of ASC 310-10, these loans are not considered impaired relative to the Company’s recorded investment since they were acquired at a substantial discount to their unpaid principal balance and there currently is no allowance on any of these loans. A provision for loan losses is recognized when the recorded investment in the loan is in excess of its fair value. The fair value of the loan is determined by using either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loans obtainable market price or the fair value of the collateral less estimated costs to sell. At both August 31, 2011 and November 30, 2010, the Company did not have an allowance for loan losses against the nonaccrual loans as the fair value of the underlying collateral was at least equal to the nonaccrual loans’ carrying value.

The following table represents nonaccrual loans accounted for under ASC 310-10 aggregated by collateral type as of August 31, 2011:

 

						Recorded Investment
(In thousands)		Unpaid Principal Balance				With Allowance				Without Allowance				Total Recorded Investment
Land		$	120,192				—				49,032				49,032
Single family homes			72,531				—				29,281				29,281
Commercial properties			32,379				—				26,765				26,765
Multi-family homes			16,750				—				6,735				6,735
Loans receivable		$	241,852				—				111,813				111,813

The average recorded investment in impaired loans totaled approximately $183 million for the nine months ended August 31, 2011.

The loans receivable portfolios consist of loans acquired at a discount. Based on the nature of these loans, the portfolios are managed by assessing the risks related to the likelihood of collection of payments from borrowers and guarantors, as well as monitoring the value of the underlying collateral. The following are the risk categories for the loans receivable portfolios:

Accrual—Loans in which forecasted cash flows under the loan agreement, as it might be modified from time to time, can be reasonably estimated at the date of acquisition. The risk associated with loans in this category relates to the possible default by the borrower with respect to principal and interest payments and thus a decline in the forecasted cash flows used to determine accretable yield income and the recognition of an impairment through an allowance for loan losses.

Nonaccrual—Loans in which forecasted principal and interest could not be reasonably estimated at the date of acquisition. Although the Company believes the recorded investment balance will ultimately be realized, the risk of nonaccrual loans relates to a decline in the value of the collateral securing the outstanding obligation and the recognition of an impairment through an allowance for loan losses if the recorded investment in the loan exceeds the fair value of the collateral less estimated cost to sell. As of August 31, 2011, the Company had no recorded allowance on these loans. During the nine months ended August 31, 2011, the Company recorded $12.1 million of provision for loan losses offset by charge-offs of $12.1 million upon foreclosure of the loans.

 

21

---

Risk categories as of August 31, 2011 were as follows:

 

(In thousands)		Accrual				Nonaccrual				Total
Land		$	328,905				49,032				377,937
Single family homes			152,643				29,281				181,924
Commercial properties			138,195				26,765				164,960
Multi-family homes			43,760				6,735				50,495
Other			17,693				—				17,693
Loans receivable		$	681,196				111,813				793,009

In order to assess the risk associated with each risk category, the Rialto segment evaluates the forecasted cash flows and the value of the underlying collateral securing loans receivable on a quarterly basis or when an event occurs that suggests a decline in the assets’ fair value.

Real Estate Owned

The acquisition of properties acquired through, or in lieu of, loan foreclosure are reported within the condensed consolidated balance sheets as real estate owned (“REO”). When a property is determined to be held-and-used, the asset is recorded at fair value and depreciated over its useful life using the straight line method. When certain criteria set forth in ASC Topic 360, Property, Plant and Equipment, are met; the property is classified as held-for-sale. When a real estate asset is classified as held-for-sale, the property is carried at the lower of its cost basis or fair value less estimated costs to sell. The Rialto segment recorded no impairments during the three and nine months ended August 31, 2011. The fair values of REO held-for-sale are based on appraisals of the underlying properties or management’s best estimate of fair value.

The following tables present the changes in REO for the three and nine months ended August 31, 2011:

REO – held-for-sale, net

 

(In thousands)		Three Months Ended August 31, 2011				Nine Months Ended August 31, 2011
REO - held-for-sale, net, beginning of period		$	514,249				250,286
Additions			125,881				406,090
Improvements			7,250				15,484
Sales			(31,700	)			(52,254	)
Transfers to Lennar Homebuilding			—				(3,926	)
REO - held-for-sale, net, end of period		$	615,680				615,680

REO – held-and-used, net

 

(In thousands)		Three Months Ended August 31, 2011				Nine Months Ended August 31, 2011
REO - held-and-used, net, beginning of period		$	16,467				7,818
Additions			35,246				43,980
Depreciation			(61	)			(146	)
REO - held-and-used, net, end of period		$	51,652				51,652

For the three and nine months ended August 31, 2011, the Company recorded $21.6 million and $56.9 million, respectively, of gains primarily from acquisitions of real estate through foreclosure. The gains associated with REO are recorded in Rialto Investments other income, net.

Investments

In addition to the acquisition and management of the FDIC Portfolios and Bank Portfolios, an affiliate in the Rialto segment is a sub-advisor to the AllianceBernstein L.P. (“AB”) fund formed under the Federal government’s Public-Private Investment Program (“PPIP”) and receives management fees for sub-advisory services. The Company also made a commitment to invest $75 million in the AB PPIP fund, of which the remaining outstanding commitment as of August 31, 2011 was $7.5 million. During both the three and nine months ended August 31, 2011, the Company contributed $3.7 million to the AB PPIP fund. As of August 31, 2011 and November 30, 2010, the carrying value of the Company’s investment in the AB PPIP fund was $71.8 million and $77.3 million, respectively.

 

22

---

In November 2010, the Rialto segment invested in approximately $43 million of non-investment grade commercial mortgage-backed securities (“CMBS”) for $19.4 million, representing a 55% discount to par value. The CMBS have a stated and assumed final distribution date of November 2020 and a stated maturity date of October 2057. The Rialto segment reviews changes in estimated cash flows periodically, to determine if other-than-temporary impairment has occurred on its investment securities. Based on the Rialto segment’s assessment, no impairment charges were recorded during the three and nine months ended August 31, 2011. During the nine months ended August 31, 2011, the Rialto segment sold a portion of its CMBS for $11.1 million, resulting in a gain on sale of CMBS of $4.7 million. The carrying value of the investment securities at August 31, 2011 and November 30, 2010, was $13.9 million and $19.5 million, respectively.

Another subsidiary in the Rialto segment also has approximately a 5% investment in a service and infrastructure provider to the residential home loan market (the “Servicer Provider”), which provides services to the consolidated LLCs, among others. As of August 31, 2011 and November 30, 2010, the carrying value of the Company’s investment in the Servicer Provider was $8.9 million and $7.3 million, respectively.

Additionally, in November 2010, the Rialto segment completed its first closing of a real estate investment fund (the “Fund”) with initial equity commitments of approximately $300 million (including $75 million committed by the Company). During the three and nine months ended August 31, 2011, the Company contributed $30.9 million and $60.6 million, respectively, to the Fund out of total investor contributions of $181.6 million and $301.0 million, respectively. During the nine months ended August 31, 2011, the Fund acquired distressed real estate asset portfolios and invested in CMBS at a discount to par value. As of August 31, 2011, the carrying value of the Company’s investment in the Fund was $61.5 million.

The Fund is an unconsolidated entity and is accounted for under the equity method of accounting. The Fund was determined to have the attributes of an investment company in accordance with ASC Topic 946, Financial Services – Investment Companies, the attributes of which are different from the attributes that would cause a company to be an investment company for purposes of the Investment Company Act of 1940. As a result, the Fund’s assets and liabilities are recorded at fair value with increases/decreases in fair value recorded in the statement of operations of the Fund, the Company’s share of which will be recorded in the Rialto Investments equity in earnings (loss) from unconsolidated entities financial statement line item. The Company determined that the Fund is not a variable interest entity but rather a voting interest entity due to the following factors:

 

•

The Company determined that Rialto’s general partner interest and all the limited partners’ interests qualify as equity investment at risk.

 

•

Based on the capital structure of the Fund (100% capitalized via equity contributions), the Company was able to conclude that the equity investment at risk was sufficient to allow the Fund to finance its activities without additional subordinated financial support.

 

•

The general partner and the limited partners in the Fund, collectively, have full decision-making ability as they collectively have the power to direct the activities of the Fund, due to the fact that Rialto, in addition to being a general partner with a substantive equity investment in the fund, also provides services to the Fund under a management agreement and an investment agreement, which are not separable from Rialto’s general partnership interest.

 

•

As a result of all these factors, the Company has concluded that the power to direct the activities of the Fund reside in its general partnership interest and thus with the holders of the equity investment at risk.

 

•

In addition, there are no guaranteed returns provided to the equity investors and the equity contributions are fully subjected to the Fund’s operational results, thus the equity investors absorb the expected negative and positive variability relative to the Fund.

 

23

---

•

Finally, substantially all of the activities of the Fund are not conducted on behalf of any individual investor or related group that has disproportionately few voting rights (i.e., on behalf of any individual limited partner).

Having concluded that the Fund is a voting interest entity, the Company evaluated the Fund under the voting interest entity model to determine whether, as general partner, it has control over the Fund. The Company determined that it does not control the Fund as its general partner, because the unaffiliated limited partners have substantial kick-out rights and can remove Rialto as general partner at anytime for cause or without cause through a simple majority vote of the limited partners. In addition, there are no significant barriers to the exercise of these rights. As a result of determining that the Company does not control the Fund under the voting interest entity model, the Fund is not consolidated in the Company’s financial statements as of August 31, 2011.

Summarized condensed financial information on a combined 100% basis related to Rialto’s investments in unconsolidated entities that are accounted for by the equity method was as follows:

Balance Sheets

 

(In thousands)		August 31, 2011				November 30, 2010
Assets:
Cash and cash equivalents		$	131,652				42,793
Loans receivable			213,520				—
Investment securities			4,514,347				4,341,226
Other assets			198,198				181,600
		$	5,057,717				4,565,619
Liabilities and equity:
Accounts payable and other liabilities		$	295,282				110,921
Notes payable			21,368				—
Partner loans			137,820				137,820
Debt due to the U.S. Treasury			2,039,667				1,955,000
Equity			2,563,580				2,361,878
		$	5,057,717				4,565,619

Statements of Operations

 

		Three Months Ended August 31,								Nine Months Ended August 31,
(In thousands)		2011				2010				2011				2010
Revenues		$	122,153				114,585				355,085				233,912
Costs and expenses			53,183				57,760				139,699				128,115
Other income (expense), net			(303,141	)			158,616				(382,271	)			154,947
Net earnings (loss) of unconsolidated entities		$	(234,171	)			215,441				(166,885	)			260,744
Rialto Investments equity in earnings (loss) from unconsolidated entities		$	(6,505	)			6,643				(4,953	)			6,350

(9) Lennar Homebuilding Cash and Cash Equivalents

Cash and cash equivalents as of August 31, 2011 and November 30, 2010 included $16.8 million and $19.2 million, respectively, of cash held in escrow for approximately three days.

(10) Lennar Homebuilding Restricted Cash

Restricted cash consists of customer deposits on home sales held in restricted accounts until title transfers to the homebuyer, as required by the state and local governments where the homes were sold.

 

24

---

(11) Lennar Homebuilding Other Assets

During the three months ended August 31, 2011, the Company reclassified $122.1 million from inventories to operating properties, which is included in Lennar Homebuilding other assets, as a result of converting a multi-level residential building to a rental operation.

(12) Lennar Homebuilding Senior Notes and Other Debts Payable

 

(Dollars in thousands)		August 31, 2011				November 30, 2010
5.95% senior notes due 2011		$	113,225				113,189
5.95% senior notes due 2013			266,583				266,319
5.50% senior notes due 2014			248,810				248,657
5.60% senior notes due 2015			500,999				501,216
6.50% senior notes due 2016			249,819				249,788
12.25% senior notes due 2017			393,700				393,031
6.95% senior notes due 2018			247,598				247,323
2.00% convertible senior notes due 2020			276,500				276,500
2.75% convertible senior notes due 2020			385,230				375,875
Mortgages notes on land and other debt			445,185				456,256
		$	3,127,649				3,128,154

The Company has a $150 million Letter of Credit and Reimbursement Agreement (“LC Agreement”) with certain financial institutions. The LC Agreement may be increased to $200 million, although there are currently no commitments for the additional $50 million. The Company believes it was in compliance with its covenants related to the LC Agreement at August 31, 2011.

The Company’s performance letters of credit outstanding were $67.9 million and $78.9 million, respectively, at August 31, 2011 and November 30, 2010. The Company’s financial letters of credit outstanding were $203.5 million and $195.0 million, respectively, at August 31, 2011 and November 30, 2010. Performance letters of credit are generally posted with regulatory bodies to guarantee the Company’s performance of certain development and construction activities, and financial letters of credit are generally posted in lieu of cash deposits on option contracts, for insurance risks, credit enhancements and as other collateral. Additionally, at August 31, 2011, the Company had outstanding performance and surety bonds related to site improvements at various projects (including certain projects of the Company’s joint ventures) of $639.9 million. Although significant development and construction activities have been completed related to these site improvements, these bonds are generally not released until all development and construction activities are completed. As of August 31, 2011, there were approximately $315.9 million, or 49%, of costs to complete related to these site improvements. The Company does not presently anticipate any draws upon these bonds, but if any such draws occur, the Company does not believe they would have a material effect on its financial position, results of operations or cash flows.

In November 2010, the Company issued $446.0 million of 2.75% convertible senior notes due 2020 (the “2.75% Convertible Senior Notes”) at a price of 100% in a private placement. Proceeds from the offering, after payment of expenses, were $436.4 million. The net proceeds were or will be used for general corporate purposes, including repayments or repurchases of existing senior notes or other indebtedness. The 2.75% Convertible Senior Notes are convertible into cash, shares of Class A common stock or a combination of both, at the Company’s election. However, it is the Company’s intent to settle the face value of the 2.75% Convertible Senior Notes in cash. Holders may convert the 2.75% Convertible Senior Notes at the initial conversion rate of 45.1794 shares of common stock per $1,000 principal amount or 20,150,012 Class A common shares if all the 2.75% Convertible Senior Notes are converted, which is equivalent to an initial conversion price of approximately $22.13 per share of Class A common stock, subject to anti-dilution adjustments. The shares are not included in the calculation of diluted earnings per share primarily because it is the Company’s intent to settle the face value of the 2.75% Convertible Senior Notes in cash and the Company’s stock price does not exceed the conversion price.

Holders of the 2.75% Convertible Senior Notes will have the right to convert them, during any fiscal quarter (and only during such fiscal quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the

 

25

---

last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day. Holders of the 2.75% Convertible Senior Notes will have the right to require the Company to repurchase them for cash equal to 100% of their principal amount, plus accrued but unpaid interest, on December 15, 2015. The Company will have the right to redeem the 2.75% Convertible Senior Notes at any time on or after December 20, 2015 for 100% of their principal amount, plus accrued but unpaid interest. Interest on the 2.75% Convertible Senior Notes is due semi-annually beginning June 15, 2011. The 2.75% Convertible Senior Notes are unsecured and unsubordinated, but are currently guaranteed by substantially all of the Company’s significant wholly-owned homebuilding subsidiaries.

For its 2.75% Convertible Senior Notes, the Company will be required to pay contingent interest with regard to any interest period beginning with the interest period commencing December 20, 2015 and ending June 14, 2016, and for each subsequent six-month period commencing on an interest payment date to, but excluding, the next interest payment date, if the average trading price of the 2.75% Convertible Senior Notes during the five consecutive trading days ending on the second trading day immediately preceding the first day of the applicable interest period exceeds 120% of the principal amount of the 2.75% Convertible Senior Notes. The amount of contingent interest payable per $1,000 principal amount of notes during the applicable interest period will equal 0.75% per year of the average trading price of such $1,000 principal amount of 2.75% Convertible Senior Notes during the five trading day reference period.

Certain provisions under ASC Topic 470, Debt, require the issuer of certain convertible debt instruments that may be settled in cash on conversion to separately account for the liability and equity components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. The Company has applied these provisions to its 2.75% Convertible Senior Notes. At August 31, 2011, the principal amount of the 2.75% Convertible Senior Notes was $446.0 million, the unamortized discount included in stockholders’ equity was $60.8 million and the net carrying amount of the 2.75% Convertible Senior Notes was $385.2 million. The carrying amount of the equity component of the 2.75% Convertible Senior Notes was $71.2 million at August 31, 2011.

In May 2010, the Company also issued $276.5 million of 2.00% convertible senior notes due 2020 (the “2.00% Convertible Senior Notes”) at a price of 100% in a private placement. Proceeds from the offering, after payment of expenses, were $271.2 million. The net proceeds were to be used for general corporate purposes, including repayments or repurchases of existing senior notes or other indebtedness. The 2.00% Convertible Senior Notes are convertible into shares of Class A common stock at any time prior to maturity or redemption at the initial conversion rate of 36.1827 shares of common stock per $1,000 principal amount of the 2.00% Convertible Senior Notes or 10,004,517 Class A common shares if all the 2.00% Convertible Senior Notes are converted, which is equivalent to an initial conversion price of approximately $27.64 per share of Class A common stock, subject to anti-dilution adjustments. The shares are included in the calculation of diluted earnings per share. Holders of the 2.00% Convertible Senior Notes will have the right to require the Company to repurchase them for cash equal to 100% of their principal amount, plus accrued but unpaid interest, on each of December 1, 2013 and December 1, 2015. The Company will have the right to redeem the 2.00% Convertible Senior Notes at any time on or after December 1, 2013 for 100% of their principal amount, plus accrued but unpaid interest. Interest on the 2.00% Convertible Senior Notes is due semi-annually beginning December 1, 2010. The 2.00% Convertible Senior Notes are unsecured and unsubordinated, but are currently guaranteed by substantially all of the Company’s significant wholly-owned homebuilding subsidiaries. At both August 31, 2011 and November 30, 2010, the carrying amount of the 2.00% Convertible Senior Notes was $276.5 million.

For its 2.00% Convertible Senior Notes, the Company will be required to pay contingent interest with regard to any interest period commencing with the six-month interest period beginning December 1, 2013, if the average trading price of the 2.00% Convertible Senior Notes during the five consecutive trading days ending on the second trading day immediately preceding the first day of the applicable six-month interest period equals or exceeds 120% of the principal amount of the 2.00% Convertible Senior Notes. The amount of contingent interest payable per $1,000 principal amount of notes during the applicable six-month interest period will equal 0.50% per year of the average trading price of such $1,000 principal amount of 2.00% Convertible Senior Notes during the five trading-day reference period.

 

26

---

(13) 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 Company regularly monitors the warranty reserve and makes adjustments to its pre-existing warranties in order to reflect changes in trends and historical data as information becomes available. Warranty reserves are included in other liabilities in the accompanying condensed consolidated balance sheets. The activity in the Company’s warranty reserve was as follows:

 

		Three Months Ended								Nine Months Ended
		August 31,								August 31,
(In thousands)		2011				2010				2011				2010
Warranty reserve, beginning of period		$	91,177				126,464				109,179				157,896
Warranties issued during the period			7,070				6,639				18,408				18,509
Adjustments to pre-existing warranties from changes in estimates			4,894				4,057				4,856				3,317
Payments			(11,234	)			(19,862	)			(40,536	)			(62,424	)
Warranty reserve, end of period		$	91,907				117,298				91,907				117,298

As of August 31, 2011, the Company has identified approximately 990 homes delivered in Florida primarily during its 2006 and 2007 fiscal years that are confirmed to have contained defective Chinese drywall with resulting damage. This represents a small percentage of homes the Company delivered nationally (1.2%) during those fiscal years. Defective Chinese drywall is an industry-wide issue as other homebuilders have publicly disclosed that they have experienced similar issues with defective Chinese drywall.

Based on its efforts to date, the Company has not identified defective Chinese drywall in homes delivered by the Company outside of Florida. The Company is continuing its investigation of homes delivered during the relevant time period in order to determine whether there are additional homes, not yet inspected, with defective Chinese drywall and resulting damage. If the outcome of the Company’s inspections identifies more homes than the Company has estimated to have had defective Chinese drywall, it might require an increase in the Company’s warranty reserve in the future. The Company has replaced or is in the process of replacing defective Chinese drywall when it has been found in homes the Company has built.

Through August 31, 2011, the Company has accrued $82.2 million of warranty reserves related to homes confirmed as having defective Chinese drywall, as well as an estimate for homes not yet inspected that may contain Chinese drywall. No additional amount was accrued during the three and nine months ended August 31, 2011. As of August 31, 2011, the warranty reserve for defective Chinese drywall, net of payments, was $11.3 million. The Company has received, and continues to seek, reimbursement from its subcontractors, insurers and others for costs the Company has incurred or expects to incur to investigate and repair defective Chinese drywall and resulting damage. During the three and nine months ended August 31, 2011, the Company received payments of $0.9 million and $3.3 million, respectively, through third party recoveries relative to the costs it has incurred and expects to incur remedying the homes confirmed and estimated to have defective Chinese drywall and resulting damage. During the three and nine months ended August 31, 2010, the Company received payments of $18.5 million and $58.5 million, respectively, under its insurance receivable and through third party recoveries relative to the costs it has incurred and expects to incur remedying the homes confirmed and estimated to have defective Chinese drywall and resulting damage.

 

27

---

(14) Share-Based Payment

Compensation expense related to the Company’s share-based payment awards was as follows:

 

		Three Months Ended August 31,								Nine Months Ended August 31,
(In thousands)		2011				2010				2011				2010
Stock options		$	925				1,535				3,219				5,047
Nonvested shares			3,789				3,821				13,001				11,948
Total compensation expense for share-based awards		$	4,714				5,356				16,220				16,995

During both the three and nine months ended August 31, 2011 and 2010, the Company granted an immaterial amount of stock options and nonvested shares.

(15) Financial Instruments

The following table presents the carrying amounts and estimated fair values of financial instruments held by the Company at August 31, 2011 and November 30, 2010, 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, defeasance cash to retire notes payable, receivables, net and accounts payable, which had fair values approximating their carrying amounts due to the short maturities of these instruments.

 

		August 31, 2011								November 30, 2010
(In thousands)		Carrying Amount				Fair Value				Carrying Amount				Fair Value
ASSETS
Rialto Investments:
Loans receivable		$	793,009				860,024				1,219,314				1,411,731
Investments held-to-maturity		$	13,887				13,792				19,537				19,537
Lennar Financial Services:
Loans held-for-investment, net		$	23,116				23,804				21,768				23,083
Investments held-to-maturity		$	47,690				46,925				3,165				3,177
LIABILITIES
Lennar Homebuilding:
Senior notes and other debts payable		$	3,127,649				3,122,540				3,128,154				3,153,106
Rialto Investments:
Notes payable		$	765,939				730,269				752,302				719,703
Lennar Financial Services:
Notes and other debts payable		$	215,365				215,365				271,678				271,678

The following methods and assumptions are used by the Company in estimating fair values:

Lennar Homebuilding—For senior notes and other debts payable, the fair value of fixed-rate borrowings is based on quoted market prices. The Company’s variable-rate borrowings are tied to market indices and approximate fair value due to the short maturities associated with the majority of the instruments.

Rialto Investments—The fair values for loans receivable is based on discounted cash flows estimated as of August 31, 2011 and November 30, 2010, or the fair value of the collateral less estimated cost to sell. The fair value for investments held-to-maturity is based on discounted cash flows estimated as of August 31, 2011. The fair value for investments held-to-maturity as of November 30, 2010 approximated the carrying value as the investments were acquired just prior to November 30, 2010. For notes payable, the fair value of the zero percent notes guaranteed by the FDIC was calculated based on a 5-year treasury yield as of August 31, 2011 and November 30, 2010, respectively, and the fair value of other notes payable was calculated based on discounted cash flows using the Company’s weighted average borrowing rate.

 

28

---

Lennar 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 estimated discounted cash flows or other financial information.

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 all within the Lennar Financial Services segment and are summarized below:

 

Financial Instruments		Fair Value Hierarchy				Fair Value at August 31, 2011				Fair Value at November 30, 2010
(In thousands)
Loans held-for-sale (1)			Level 2			$	200,599				245,404
Mortgage loan commitments			Level 2			$	7,352				1,449
Forward contracts			Level 2			$	(3,201	)			2,905

 

(1)

The aggregate fair value of loans held-for-sale of $200.6 million at August 31, 2011 exceeds their aggregate principal balance of $191.4 million by $9.2 million. The aggregate fair value of loans held-for-sale of $245.4 million at November 30, 2010 exceeds their aggregate principal balance of $240.8 million by $4.6 million.

The estimated fair values of the Company’s financial instruments have been determined by 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 following methods and assumptions are used by the Company in estimating fair values:

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. Management believes carrying loans held-for-sale at fair value improves financial reporting by mitigating volatility in reported earnings caused by measuring the fair value of the loans and the derivatives instruments used to economically hedge them without having to apply complex hedge accounting provisions. In addition, 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, in accordance with ASC Topic 815-10-S99. The fair value of these servicing rights is included in Lennar Financial Services’ loans held-for-sale as of August 31, 2011 and November 30, 2010. Fair value of the servicing rights is determined based on the value in the servicing sales contracts.

Mortgage loan commitments—Fair value of commitments to originate loans is based upon the difference between the current value of similar loans and the price at which the Lennar Financial Services segment has committed to originate the loans. The fair value of commitments to sell loan contracts is the estimated amount that the Lennar Financial Services segment would receive or pay to terminate the commitments at the reporting date based on market prices for similar financial instruments.

Forward contracts—Fair value is based on quoted market prices for similar financial instruments.

 

29

---

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 during the current period and Rialto Investments real estate owned assets. The fair value included in the table below represent only those assets whose carrying value were adjusted to fair value during the current quarter. The assets measured at fair value on a nonrecurring basis are summarized below:

 

Non-financial assets		Fair Value Hierarchy				Fair Value				Total Gains (Losses) (1)
(In thousands)
Lennar Homebuilding:
Finished homes and construction in progress (2)			Level 3			$	18,711				(9,662	)
Investments in unconsolidated entities (3)			Level 3			$	12,644				(2,077	)
Rialto Investments:
Real estate owned (4)			Level 3			$	161,127				18,840

 

(1)	Represents total losses due to valuation adjustments and total gains from acquisitions of real estate through foreclosure recorded during the three months ended August 31, 2011.

(2)

Finished homes and construction in progress with an aggregate carrying value of $28.4 million were written down to their fair value of $18.7 million, resulting in valuation adjustments of $9.7 million, which were included in Lennar Homebuilding costs and expenses in the Company’s statement of operations for the three months ended August 31, 2011.

(3)

Lennar Homebuilding investments in unconsolidated entities with an aggregate carrying value of $14.7 million were written down to their fair value of $12.6 million, resulting in valuation adjustments of $2.1 million, which were included in Lennar Homebuilding other income, net in the Company’s statement of operations for the three months ended August 31, 2011.

(4)

Real estate owned assets are initially recorded at fair value less estimated costs to sell at the time of acquisition through, or in lieu of, loan foreclosure if held-for-sale or at fair value if held-and-used. Upon acquisition, the real estate owned assets had a carrying value of $142.3 million and a fair value of $161.1 million. The fair value of the real estate owned assets is based upon the appraised value at the time of foreclosure or management’s best estimate. The gains upon acquisition of REO were $18.8 million and are included within Rialto Investments other income, net in the Company’s statement of operations for the three months ended August 31, 2011.

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. Inventory costs include land, land development and home construction costs, real estate taxes, deposits on land purchase contracts and interest related to development and construction. Construction overhead and selling expenses are expensed as incurred. Homes held-for-sale are classified as inventories until delivered. Land, land development, amenities and other costs are accumulated by specific area and allocated to homes within the respective areas. The Company reviews its inventory for indicators of impairment by evaluating each community during each reporting period. The inventory within each community is categorized as finished homes and construction in progress or land under development based on the development state of the community. There were 428 and 448 active communities as of August 31, 2011 and August 31, 2010, respectively. If the undiscounted cash flows expected to be generated by a community are less than its carrying amount, an impairment charge is recorded to write down the carrying amount of such community to its estimated fair value.

The Company estimates the fair value of its communities using a discounted cash flow model. The projected cash flows for each community are significantly impacted by estimates related to market supply and demand, product type by community, homesite sizes, sales pace, sales prices, sales incentives, construction costs, sales and marketing expenses, the local economy, competitive conditions, labor costs, costs of materials and other factors for that particular community. Every division evaluates the historical performance of each of its communities as well as current trends in the market and economy impacting the community and its surrounding areas. These trends are analyzed for each of the estimates listed above. Using all available trend information, the Company calculates its best estimate of projected cash flows for each community. While many of the estimates are calculated based on historical and projected trends, all estimates are subjective and change from market to market and community to community as market and economic conditions change. The determination of fair value also requires discounting the estimated cash flows at a rate the Company believes a market participant would determine to be commensurate with the inherent risks associated with the assets and related estimated cash flow streams. The discount rate used in determining each asset’s fair value depends on the community’s projected life and development stage. The Company generally uses a discount rate of approximately 20%, subject to the perceived risks associated with the community’s cash flow streams relative to its inventory.

 

30

---

The Company evaluates its investments in unconsolidated entities for indicators of impairment during each reporting period. A series of operating losses of an investee or other factors may indicate that a decrease in value of the Company’s investment in the unconsolidated entity has occurred which is other-than-temporary. The amount of impairment recognized is the excess of the investment’s carrying amount over its estimated fair value, if the excess is determined to be other-than-temporary.

The evaluation of the Company’s investment in unconsolidated entities includes certain critical assumptions made by management: (1) projected future distributions from the unconsolidated entities, (2) discount rates applied to the future distributions and (3) various other factors.

The Company’s assumptions on the projected future distributions from the unconsolidated entities are dependent on market conditions. Specifically, distributions are dependent on cash to be generated from the sale of inventory by the unconsolidated entities. Such inventory is also reviewed for potential impairment by the unconsolidated entities. The unconsolidated entities generally use a discount rate of approximately 20% in their reviews for impairment, subject to the perceived risks associated with the community’s cash flow streams relative to its inventory. If a valuation adjustment is recorded by an unconsolidated entity related to its assets, the Company’s proportionate share is reflected in the Company’s homebuilding equity in earnings (loss) from unconsolidated entities with a corresponding decrease to its investment in unconsolidated entities. In certain instances, the Company may be required to record additional losses relating to its investment in unconsolidated entities, if the Company’s investment in the unconsolidated entity, or a portion thereof, is deemed to be other-than temporarily impaired. These losses are included in Lennar Homebuilding other income, net.

Additionally, the Company considers various qualitative factors to determine if a decrease in the value of the investment is other-than-temporary. These factors include age of the venture, intent and ability for the Company to recover its investment in the entity, financial condition and long-term prospects of the entity, short-term liquidity needs of the unconsolidated entity, trends in the general economic environment of the land, entitlement status of the land held by the unconsolidated entity, overall projected returns on investment, defaults under contracts with third parties (including bank debt), recoverability of the investment through future cash flows and relationships with the other partners and banks. If the Company believes that the decline in the fair value of the investment is temporary, then no impairment is recorded.

REO represents real estate which the Rialto segment has taken control or has effective control of in partial or full satisfaction of loans receivable. At the time of acquisition through foreclosure of a loan, REO is recorded at fair value less estimated costs to sell if classified as held-for-sale and at fair value if classified as held-and-used, which becomes the property’s new basis. The fair values of these assets are determined in part by placing reliance on third party appraisals of the properties and/or internally prepared analysis of recent offers or prices on comparable properties in the proximate vicinity. The third party appraisals and internally developed analysis are significantly impacted by the local market economy, market supply and demand, competitive conditions and prices on comparable properties, adjusted for date of sale, location, property size, etc. Each REO is unique and is analyzed in the context of the particular market where the property is located. In order to establish the significant assumptions for a particular REO, the Company analyzes historical trends, including trends achieved by the Company’s local homebuilding operations, if applicable, and current trends in the market and economy impacting the REO. Using available trend information, the Company then calculates its best estimate of fair value, which can include projected cash flows discounted at a rate the Company believes a market participant would determine to be commensurate with the inherent risks associated with the assets and related estimated cash flow streams.

Changes in economic factors, consumer demand and market conditions, among other things, could materially impact estimates used in the third party appraisals and/or internally prepared analysis of recent offers or prices on comparable properties. Thus, estimates can differ significantly from the amounts ultimately realized by the Rialto segment from disposition of these assets. The amount by which the recorded investment in the loan is less than the REO’s fair value (net of estimated cost to sell if held-for-sale), is recorded as a gain on foreclosure in the Company’s condensed consolidated statement of operations. The amount by which the recorded investment in the loan is greater than the REO’s fair value (net of estimated cost to sell if held-for-sale), is initially recorded as an impairment in the Company’s condensed consolidated statement of operations.

 

31

---

(16) Consolidation of Variable Interest Entities

GAAP requires the consolidation of VIEs in which an enterprise has a controlling financial interest. A controlling financial interest will have both of the following characteristics: (a) the power to direct the activities of a VIE that most significantly impact the VIEs economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company’s variable interest in VIEs may be in the form of (1) equity ownership, (2) contracts to purchase assets, (3) management and development agreements between the Company and a VIE, (4) loans provided by the Company to a VIE or other partner and/or (5) guarantees provided by members to banks and other third parties. The Company examines specific criteria and uses its judgment when determining if the Company is the primary beneficiary of a VIE. Factors considered in determining whether the Company is the primary beneficiary include risk and reward sharing, experience and financial condition of other partner(s), voting rights, involvement in day-to-day capital and operating decisions, representation on a VIE’s executive committee, existence of unilateral kick-out rights or voting rights, level of economic disproportionality, if any, between the Company and the other partner(s) and contracts to purchase assets from VIEs.

Generally, all major decision making in the Company’s joint ventures is shared between all partners. In particular, business plans and budgets are generally required to be unanimously approved by all partners. Usually, management and other fees earned by the Company are nominal and believed to be at market and there is no significant economic disproportionality between the Company and other partners. Generally, the Company purchases less than a majority of the joint venture’s assets and the purchase prices under the Company’s option contracts are believed to be at market.

Generally, Lennar Homebuilding unconsolidated entities become VIEs and consolidate when the other partner(s) lack the intent and financial wherewithal to remain in the entity. As a result, the Company continues to fund operations and debt paydowns through partner loans or substituted capital contributions.

The Company evaluated all joint venture agreements as of August 31, 2011. Based on the Company’s evaluation, during the nine months ended August 31, 2011, it consolidated entities within its Lennar Homebuilding segment that at August 31, 2011 had total combined assets and liabilities of $55.1 million and $24.1 million, respectively. In addition, during the nine months ended August 31, 2011, there were no VIEs that were deconsolidated.

At August 31, 2011 and November 30, 2010, the Company’s recorded investments in Lennar Homebuilding unconsolidated entities were $653.1 million and $626.2 million, respectively, and the Rialto segment’s investments in unconsolidated entities as of August 31, 2011 and November 30, 2010 were $142.8 million and $84.5 million, respectively.

Consolidated VIEs

As of August 31, 2011, the carrying amounts of the VIEs’ assets and non-recourse liabilities that consolidated were $2,273.5 million and $897.0 million, respectively. Those assets are owned by, and those liabilities are obligations of, the VIEs, not the Company.

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 and other debts payable. In addition, 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 banks. Other than debt guarantee agreements with a VIE’s banks, 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 contract.

 

32

---

Unconsolidated VIEs

At August 31, 2011 and November 30, 2010, the Company’s recorded investment in VIEs that are unconsolidated and its estimated maximum exposure to loss were as follows:

 

As of August 31, 2011
(In thousands)		Investments in Unconsolidated VIEs				Lennar’s Maximum Exposure to Loss
Lennar Homebuilding (1)		$	90,914				121,110
Rialto Investments (2)			94,616				102,116
		$	185,530				223,226
As of November 30, 2010
(In thousands)		Investments in Unconsolidated VIEs				Lennar’s Maximum Exposure to Loss
Lennar Homebuilding (1)		$	144,809				174,967
Rialto Investments (2)			104,063				117,631
		$	248,872				292,598

 

(1)

At both August 31, 2011 and November 30, 2010, the maximum exposure to loss of Lennar Homebuilding’s investments in unconsolidated VIEs is limited to its investment in the unconsolidated VIEs in addition to $30.0 million of recourse debt of one of the unconsolidated VIEs, which is included in the Company’s maximum recourse related to Lennar Homebuilding unconsolidated entities.

(2)

For Rialto’s investment in unconsolidated VIEs, the Company made a $75 million commitment to fund capital in the AB PPIP fund. As of August 31, 2011 and November 30, 2010, the Company had contributed $67.5 million and $63.8 million, respectively, of the $75 million commitment and it cannot walk away from its remaining commitment to fund capital. Therefore, as of August 31, 2011 and November 30, 2010, the maximum exposure to loss for Rialto’s unconsolidated VIEs was higher than the carrying amount of its investments. In addition, at August 31, 2011 and November 30, 2010, investments in unconsolidated VIEs and Lennar’s maximum exposure to loss include $13.9 million and $19.5 million, respectively, related to Rialto’s investments held-to-maturity.

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. While the Company generally manages the day-to-day operations of the VIEs, each of the 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. Furthermore, the Company’s economic interest is not significantly disproportionate to the point where it would indicate that the Company has the power to direct these activities.

The Company and other partners do not generally have an obligation to make capital contributions to the VIEs, except for the Company’s $7.5 million remaining commitment to the AB PPIP fund and $30.0 million of recourse debt of one of the Lennar Homebuilding unconsolidated VIEs. The Company and the other partners did not guarantee any debt of these unconsolidated VIEs. 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. 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 contract.

 

33

---

Option Contracts

The Company has access to land through option contracts, which generally enables 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 option.

A majority of the Company’s option contracts require a non-refundable cash deposit or irrevocable letter of credit based on a percentage of the purchase price of the land. The Company’s option contracts sometimes include price adjustment provisions, which adjust the purchase price of the land to its approximate fair value at the time of acquisition or are based on the fair value at the time of takedown.

The Company’s investments in option contracts are recorded at cost unless those investments are determined to be impaired, in which case the Company’s investments are written down to fair value. The Company reviews option contracts for indicators of impairment during each reporting period. The most significant indicator of impairment is a decline in the fair value of the optioned property such that the purchase and development of the optioned property would no longer meet the Company’s targeted return on investment with appropriate consideration given to the length of time available to exercise the option. Such declines could be caused by a variety of factors including increased competition, decreases in demand or changes in local regulations that adversely impact the cost of development. Changes in any of these factors would cause the Company to re-evaluate the likelihood of exercising its land options.

Some option contracts contain a predetermined take-down schedule for the optioned land parcels. However, in almost all instances, the Company is not required to purchase land in accordance with those take-down schedules. In substantially all instances, the Company has the right and ability to not exercise its option and forfeit its deposit without further penalty, other than termination of the option and loss of any unapplied portion of its deposit and pre-acquisition costs. Therefore, in substantially all instances, the Company does not consider the take-down price to be a firm contractual obligation.

When the Company does not intend to exercise an option, it writes off any unapplied deposit and pre-acquisition costs associated with the option contract.

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, it is required to consolidate the land under option at the purchase price of the optioned land. During the nine months ended August 31, 2011, the effect of consolidation of these option contracts was a net increase of $13.5 million to consolidated inventory not owned with a corresponding increase to liabilities related to consolidated inventory not owned in the accompanying condensed consolidated balance sheet as of August 31, 2011. To reflect the purchase price of the inventory consolidated, the Company reclassified the related option deposits from land under development to consolidated inventory not owned in the accompanying condensed consolidated balance sheet as of August 31, 2011. 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 increase to consolidated inventory not owned was offset by the Company exercising its options to acquire land under previously consolidated contracts resulting in a net decrease in consolidated inventory not owned of $54.2 million for the nine months ended August 31, 2011.

The Company’s exposure to loss related to its option contracts with third parties and unconsolidated entities consisted of its non-refundable option deposits and pre-acquisition costs totaling $154.1 million and $157.4 million, respectively, at August 31, 2011 and November 30, 2010. Additionally, the Company had posted $45.2 million and $48.9 million, respectively, of letters of credit in lieu of cash deposits under certain option contracts as of August 31, 2011 and November 30, 2010.

 

34

---

(17) New Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-06, Improving Disclosures about Fair Value Measurements, (“ASU 2010-06”), which requires additional disclosures about transfers between Levels 1 and 2 of the fair value hierarchy and disclosures about purchases, sales, issuances and settlements in the rollforward of activity in Level 3 fair value measurements. The Company adopted ASU 2010-06 for its second quarter ended May 31, 2010, except for the Level 3 activity disclosures which will be effective for the Company’s fiscal year beginning December 1, 2011. ASU 2010-06 has not and is not expected to have a material effect on the Company’s condensed consolidated financial statements.

In July 2010, the FASB issued ASU 2010-20, Disclosures About the Credit Quality of Financing Receivables and the Allowance for Credit Losses, (“ASU 2010-20”). ASU 2010-20 enhances current disclosure requirements to assist users of financial statements in assessing an entity’s credit risk exposure and evaluating the adequacy of an entity’s allowance for credit losses. ASU 2010-20 requires entities to disclose the nature of credit risk inherent in their finance receivables, the procedure for analyzing and assessing credit risk, and the changes in both the receivables and the allowance for credit losses by portfolio segment and class. ASU 2010-20 was effective for the Company’s fiscal year beginning December 1, 2010. The adoption of this ASU did not have a material effect on the Company’s condensed consolidated financial statements.

In April 2011, the FASB issued ASU 2011-02, A Creditor’s Determination of Whether Restructuring Is a Troubled Debt Restructuring, (“ASU 2011-02”). ASU 2011-02 clarifies when a loan modification or restructuring is considered a troubled debt restructuring (“TDR”). In determining whether a loan modification represents a TDR, an entity should consider whether the debtor is experiencing financial difficulty and the lender has granted a concession to the borrower. This guidance is to be applied retrospectively, with early application permitted. ASU 2011-02 is effective for loan modifications that occur on or after September 1, 2011. ASU 2011-02 is not expected to have a material effect on the Company’s condensed consolidated financial statements.

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, (“ASU 2011-04”). ASU 2011-04 amends ASC 820, Fair Value Measurements, (“ASC 820”), providing a consistent definition and measurement of fair value, as well as similar disclosure requirements between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles, clarifies the application of existing fair value measurement and expands the ASC 820 disclosure requirements, particularly for Level 3 fair value measurements. ASU 2011-04 will be effective for the Company’s fiscal year beginning December 1, 2011. The adoption of ASU 2011-04 is not expected to have a material effect on the Company’s condensed consolidated financial statements, but may require certain additional disclosures.

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income, (“ASU 2011-05”). ASU 2011-05 requires the presentation of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. ASU 2011-05 will be effective for the Company’s quarter ending May 31, 2012. The adoption of ASU 2011-05 is not expected to have a material effect on the Company’s condensed consolidated financial statements, but will require a change in the presentation of the Company’s comprehensive income from the notes of the condensed consolidated financial statements, where it is currently disclosed, to the face of the condensed consolidated financial statements.

In September 2011, the FASB issued ASU 2011-08, Testing Goodwill for Impairment, (“ASU 2011-08”), which amends the guidance in ASC 350-20, Intangibles - Goodwill and Other – Goodwill. Under ASU 2011-08, entities have the option of performing a qualitative assessment before calculating the fair value of the reporting unit when testing goodwill for impairment. If the fair value of the reporting unit is determined, based on qualitative factors, to be more likely than not less than the carrying amount of the reporting unit, then entities are required to perform the two-step goodwill impairment test. ASU 2011-08 will be effective for the Company’s fiscal year beginning December 1, 2012, with early adoption permitted. The Company is currently evaluating the effect that ASU 2011-08 will have on its condensed consolidated financial statements.

 

35

---

(18) Supplemental Financial Information

The indentures governing the principal amounts of the Company’s 5.95% senior notes due 2011, 5.95% senior notes due 2013, 5.50% senior notes due 2014, 5.60% senior notes due 2015, 6.50% senior notes due 2016, 12.25% senior notes due 2017, 6.95% senior notes due 2018, 2.00% convertible senior notes due 2020 and 2.75% convertible senior notes due 2020 require that, if any of the Company’s wholly owned subsidiaries, other than its finance company subsidiaries and foreign subsidiaries, directly or indirectly guarantee at least $75 million principal amount of debt of Lennar Corporation, those subsidiaries must also guarantee Lennar Corporation’s obligations with regard to its senior notes. Until February 2010, the Company had a Credit Facility that required substantially all of the Company’s homebuilding subsidiaries to guarantee Lennar Corporation’s obligations under the Credit Facility, and therefore, those subsidiaries also guaranteed the Company’s obligations with regard to its senior notes. The Company terminated the Credit Facility in February 2010, and because of that, there was a period when there were no guarantors of Lennar’s obligations with regard to its senior notes. However, subsequently, the Company entered into the LC Agreement that is guaranteed by all the Company’s significant homebuilding subsidiaries, but is not guaranteed by the Company’s finance company subsidiaries or by the Rialto segment subsidiaries. The entities referred to as “guarantors” in the following tables are subsidiaries that were guaranteeing the LC Agreement at August 31, 2011. Supplemental information for the guarantors is as follows:

Condensed Consolidating Balance Sheet

August 31, 2011

 

(In thousands)		Lennar Corporation				Guarantor Subsidiaries				Non-Guarantor Subsidiaries				Eliminations				Total
ASSETS
Lennar Homebuilding:
Cash and cash equivalents, restricted cash and receivables, net		$	673,023				161,884				29,938				—				864,845
Inventories			—				3,736,601				528,409				—				4,265,010
Investments in unconsolidated entities			—				610,423				42,657				—				653,080
Other assets			31,037				282,013				213,681				—				526,731
Investments in subsidiaries			3,359,591				594,265				—				(3,953,856	)			—
			4,063,651				5,385,186				814,685				(3,953,856	)			6,309,666
Rialto Investments			—				—				1,894,603				—				1,894,603
Lennar Financial Services			—				152,165				367,584				—				519,749
Total assets		$	4,063,651				5,537,351				3,076,872				(3,953,856	)			8,724,018
LIABILITIES AND EQUITY
Lennar Homebuilding:
Accounts payable and other liabilities		$	282,885				509,664				25,237				—				817,786
Liabilities related to consolidated inventory not owned			—				336,714				—				—				336,714
Senior notes and other debts payable			2,682,464				213,900				231,285				—				3,127,649
Intercompany			(1,572,189	)			1,069,424				502,765				—				—
			1,393,160				2,129,702				759,287				—				4,282,149
Rialto Investments			—				—				784,192				—				784,192
Lennar Financial Services			—				48,058				329,332				—				377,390
Total liabilities		$	1,393,160				2,177,760				1,872,811				—				5,443,731
Stockholders’ equity			2,670,491				3,359,591				594,265				(3,953,856	)			2,670,491
Noncontrolling interests			—				—				609,796				—				609,796
Total equity			2,670,491				3,359,591				1,204,061				(3,953,856	)			3,280,287
Total liabilities and equity		$	4,063,651				5,537,351				3,076,872				(3,953,856	)			8,724,018

 

36

---

(18) Supplemental Financial Information – (Continued)

 

Condensed Consolidating Balance Sheet

November 30, 2010

 

(In thousands)		Lennar Corporation				Guarantor Subsidiaries				Non-Guarantor Subsidiaries				Eliminations				Total
ASSETS
Lennar Homebuilding:
Cash and cash equivalents, restricted cash and receivables, net		$	1,079,107				177,674				40,863				—				1,297,644
Inventories			—				3,547,152				622,456				—				4,169,608
Investments in unconsolidated entities			—				587,385				38,800				—				626,185
Other assets			48,776				99,486				159,548				—				307,810
Investments in subsidiaries			3,333,769				811,317				—				(4,145,086	)			—
			4,461,652				5,223,014				861,667				(4,145,086	)			6,401,247
Rialto Investments			91,270				335,148				1,351,196				—				1,777,614
Lennar Financial Services			—				149,413				459,577				—				608,990
Total assets		$	4,552,922				5,707,575				2,672,440				(4,145,086	)			8,787,851
LIABILITIES AND EQUITY
Lennar Homebuilding:
Accounts payable and other liabilities		$	298,985				479,617				83,546				—				862,148
Liabilities related to consolidated inventory not owned			—				384,233				—				—				384,233
Senior notes and other debts payable			2,671,898				201,248				255,008				—				3,128,154
Intercompany			(1,037,694	)			1,128,731				(91,037	)			—				—
			1,933,189				2,193,829				247,517				—				4,374,535
Rialto Investments			10,784				128,136				631,794				—				770,714
Lennar Financial Services			—				51,841				396,378				—				448,219
Total liabilities		$	1,943,973				2,373,806				1,275,689				—				5,593,468
Stockholders’ equity			2,608,949				3,333,769				811,317				(4,145,086	)			2,608,949
Noncontrolling interests			—				—				585,434				—				585,434
Total equity			2,608,949				3,333,769				1,396,751				(4,145,086	)			3,194,383
Total liabilities and equity		$	4,552,922				5,707,575				2,672,440				(4,145,086	)			8,787,851

 

37

---

(18) Supplemental Financial Information – (Continued)

 

Condensed Consolidating Statement of Operations

Three Months Ended August 31, 2011

 

(In thousands)		Lennar Corporation				Guarantor Subsidiaries				Non-Guarantor Subsidiaries				Eliminations				Total
Revenues:
Lennar Homebuilding		$	—				706,256				5,498				—				711,754
Lennar Financial Services			—				35,133				35,532				(4,291	)			66,374
Rialto Investments			—				—				42,065				—				42,065
Total revenues			—				741,389				83,095				(4,291	)			820,193
Cost and expenses:
Lennar Homebuilding			—				654,924				10,190				(2,205	)			662,909
Lennar Financial Services			—				33,719				26,080				(1,413	)			58,386
Rialto Investments			—				—				33,562				—				33,562
Corporate general and administrative			21,571				—				—				1,205				22,776
Total costs and expenses			21,571				688,643				69,832				(2,413	)			777,633
Lennar Homebuilding equity in loss from unconsolidated entities			—				(4,440	)			(112	)			—				(4,552	)
Lennar Homebuilding other income (expense), net			(417	)			6,931				—				426				6,940
Other interest expense			(1,452	)			(24,107	)			—				1,452				(24,107	)
Rialto Investments equity in loss from unconsolidated entities			—				—				(6,505	)			—				(6,505	)
Rialto Investments other income, net			—				—				9,743				—				9,743
Earnings (loss) before income taxes			(23,440	)			31,130				16,389				—				24,079
Benefit (provision) for income taxes			8,463				(6,488	)			(2,554	)			—				(579	)
Equity in earnings from subsidiaries			35,707				11,065				—				(46,772	)			—
Net earnings (including net earnings attributable to noncontrolling interests)			20,730				35,707				13,835				(46,772	)			23,500
Less: Net earnings attributable to noncontrolling interests			—				—				2,770				—				2,770
Net earnings attributable to Lennar		$	20,730				35,707				11,065				(46,772	)			20,730

 

38

---

(18) Supplemental Financial Information – (Continued)

 

Condensed Consolidating Statement of Operations

Three Months Ended August 31, 2010

 

(In thousands)		Lennar Corporation				Guarantor Subsidiaries				Non-Guarantor Subsidiaries				Eliminations				Total
Revenues:
Lennar Homebuilding		$	—				705,693				12,456				—				718,149
Lennar Financial Services			—				38,756				44,884				(14,814	)			68,826
Rialto Investments			866				—				37,134				—				38,000
Total revenues			866				744,449				94,474				(14,814	)			824,975
Cost and expenses:
Lennar Homebuilding			—				646,072				19,189				(1,599	)			663,662
Lennar Financial Services			—				38,598				35,611				(12,196	)			62,013
Rialto Investments			8,753				—				17,403				—				26,156
Corporate general and administrative			22,686				—				—				1,308				23,994
Total costs and expenses			31,439				684,670				72,203				(12,487	)			775,825
Lennar Homebuilding equity in earnings (loss) from unconsolidated entities			—				1,173				(187	)			—				986
Lennar Homebuilding other income, net			9,653				370				—				(9,699	)			324
Other interest expense			(12,026	)			(17,668	)			—				12,026				(17,668	)
Rialto Investments equity in earnings from unconsolidated entities			6,643				—				—				—				6,643
Earnings (loss) before income taxes			(26,303	)			43,654				22,084				—				39,435
Benefit (provision) for income taxes			14,587				(12,274	)			(2,918	)			—				(605	)
Equity in earnings from subsidiaries			41,751				10,371				—				(52,122	)			—
Net earnings (including net earnings attributable to noncontrolling interests)			30,035				41,751				19,166				(52,122	)			38,830
Less: Net earnings attributable to noncontrolling interests			—				—				8,795				—				8,795
Net earnings attributable to Lennar		$	30,035				41,751				10,371				(52,122	)			30,035

 

39

---

(18) Supplemental Financial Information – (Continued)

 

Condensed Consolidating Statement of Operations

Nine Months Ended August 31, 2011

 

(In thousands)		Lennar Corporation				Guarantor Subsidiaries				Non-Guarantor Subsidiaries				Eliminations				Total
Revenues:
Lennar Homebuilding		$	—				1,813,528				27,411				—				1,840,939
Lennar Financial Services			—				101,828				105,088				(23,407	)			183,509
Rialto Investments			—				—				118,283				—				118,283
Total revenues			—				1,915,356				250,782				(23,407	)			2,142,731
Cost and expenses:
Lennar Homebuilding			—				1,703,368				43,709				(5,694	)			1,741,383
Lennar Financial Services			—				104,498				82,837				(15,492	)			171,843
Rialto Investments			—				—				94,184				—