01—Abstract
Summary
Summary of the 10-K/A filed April 25, 2024. Cited figures are marked; the original filing is the authoritative source.
Lennar Corporation filed Amendment No. 1 on Form 10-K/A to its Annual Report for the fiscal year ended November 30, 2023, which was originally filed on January 26, 2024.
The sole purpose of the amendment is to file Exhibit 97, the Executive Officer Recovery Policy, which the company had inadvertently omitted from the original filing. The policy was adopted by the Board of Directors on June 22, 2023, became effective December 1, 2023, and covers incentive-based compensation received by current or former executive officers on or after October 2, 2023. The amendment consists of the cover page, the explanatory note, the exhibit index, and the exhibits filed with it, and it does not update the financial statements or other disclosures in the original report.
The filing also contains new Section 302 certifications from the principal executive officers and principal financial officer. Paragraphs 3, 4 and 5 of those certifications are omitted because the amendment does not contain or amend disclosure under Items 307 and 308 of Regulation S-K. No Section 906 certifications are included because the amendment contains no financial statements.
Financial statements remain as presented in Part II, Item 8 of the original Form 10-K, and the iXBRL financial data is incorporated by reference to Exhibit 101 of that original filing. As of March 31, 2024, the registrant had 244,864,557 shares of Class A common stock and 33,283,143 shares of Class B common stock outstanding.
The aggregate market value of Class A and Class B common stock held by non-affiliates was $27,813,041,884a as of May 31, 2023, based on the New York Stock Exchange closing price on that date. The exhibit index also lists previously filed agreements, including an Eighth Amended and Restated Credit Agreement dated May 23, 2022, and a separation agreement with Rick Beckwitt dated July 14, 2023.
02—Key points
Key Highlights
- Form 10-K/A amends the fiscal year ended November 30, 2023 Annual Report (original filed January 26, 2024) solely to add Exhibit 97.
- Exhibit 97 is the Executive Officer Recovery Policy, adopted by the Board on June 22, 2023 and effective December 1, 2023.
- The recovery policy covers incentive-based compensation received by current or former executive officers on or after October 2, 2023.
- The amendment contains no financial statements and does not modify disclosures in the original 10-K, which should be read together with it.
- Class A shares outstanding were 244,864,557 and Class B shares outstanding were 33,283,143 as of March 31, 2024.
- Non-affiliate market value of common stock was $27,813,041,884 as of May 31, 2023.
- New Section 302 certifications were filed by the principal executive officers and principal financial officer, with paragraphs 3 through 5 omitted.
03—One dollar
04—Financials
Financial Highlights
Figures from 10-K/AFY2023filed April 25, 2024Financial Statements
FY2023 against FY2022
| Line item | FY2023FY2022 | Change |
|---|---|---|
| Revenue | $34.23B$33.67B | +1.7% |
| SG&A Expenses | $2.23B— | — |
| Operating Expenses | $28.87B— | — |
| Net Income | $3.94B$4.61B | −14.6% |
| EPS (Basic) | $13.73$15.74 | −12.8% |
| EPS (Diluted) | $13.73$15.72 | −12.7% |
| Shares Outstanding (Basic) | 283.32M289.82M | −2.2% |
| Shares Outstanding (Diluted) | 283.32M289.82M | −2.2% |
05—Questions
Frequently Asked Questions
Why did Lennar file this Form 10-K/A?
The company filed the amendment solely to include Exhibit 97, its Executive Officer Recovery Policy, which was inadvertently omitted from the Original Form 10-K filed January 26, 2024.
What does the Executive Officer Recovery Policy cover?
The policy covers incentive-based compensation received by current or former executive officers of the company on or after October 2, 2023. The Board adopted it on June 22, 2023, and it became effective December 1, 2023.
Does this amendment change Lennar's financial results or disclosures?
No. The filing states that, except for the added exhibit and new certifications, it does not reflect later events or modify the financial statements or other disclosures in the Original Form 10-K.
How many shares of Lennar common stock were outstanding?
As of March 31, 2024, there were 244,864,557 shares of Class A common stock and 33,283,143 shares of Class B common stock outstanding.
Where can investors find Lennar's financial statements for fiscal 2023?
The filing refers readers to Part II, Item 8 of the Original Form 10-K for the financial statements, and states that the iXBRL financial data is incorporated by reference to Exhibit 101 of that original filing.
06—Continue