LENLennar

We note your disclosure on page 50 that sales incentives are one of many significant inputs the the Company uses in estimating its fair value of its communities. Given their significance, please expand your Homebuilding revenue recognition disclosures to discuss how the Company accounts for its sales incentives that it provides its customers.

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Your disclosures should highlight whether the Company typically offers customers sales incentives and the nature of each type of incentive that is offered. Finally, please disclose the amounts of such incentives for each of the periods presented and how the Company accounts for such incentives, including whether the Company recognizes such incentives as a reduction of revenue or in its costs and expenses.

In future filings, we will expand our Homebuilding revenue recognition disclosures to discuss how the company accounts for its sales incentives that it provides its customers and include such amounts if material. The disclosure will be as follows:

Revenue Recognition:

Homebuilding revenues and related profits from sales of homes are recognized at the time of the closing of a sale, when title to and possession of the property are transferred to the homebuyer. In order to promote sales of our homes, we may offer sales incentives to homebuyers.

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The types of incentives vary on a community-by-community basis and home-by-home basis. They include primarily price discounts on individual homes and financing incentives, all of which are reflected as a reduction of home sales revenues. For the years ended November 30, 2021, 2020 and 2019, sales incentives offered to homebuyers were $9,000 per home, or 2.1% as a percentage of home sales revenues, $19,800 per home, or 4.8% as a percentage of home sales revenues, and $25,900 per home, or 6.1% as a percentage of home sales revenues, respectively.

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We note your disclosure that states you adopted ASC 606 in the three months ended February 28, 2019. Please tell us your consideration of the other disclosures set forth in ASC 606-10-50 (e.g., explanations of your performance obligations, transaction price allocated to remaining performance obligations, etc.).

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We remind you of the guidance in Rule 10-01(a)(5) of Regulation S-X, which would elicit both annual and interim periods financial statement disclosures prescribed by new accounting principles and practices in each quarterly report in the year of adoption.

The following are the responses of Lennar Corporation (“the Company”) to the comments contained in the letter from the Staff of the Securities and Exchange Commission (the “Staff”) dated May 16, 2019, regarding the above referenced Form 10-K and Form 10-Q. For your convenience, the Staff’s comment precedes each response in this letter. Form 10-Q for the period ended February 28, We note from your response to comment 1 of our letter dated May 1, 2019, that there were no significant changes to your revenue recognition accounting policies from those noted in your recent annual report on Form 10-K.

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We further note from the revenue recognition policies in your Form 10-K that you recognize revenue from (1) home sales when the sales are closed and title passes to the new homeowner, the new homeowner’s initial and continuing investment is adequate to demonstrate a commitment to pay for the home, the new homeowner’s receivable is not subject to future subordination and the Company does not have a substantial continuing involvement with the new home, and (2) land sales when a significant down payment is received, the earnings process is complete, title passes and collectability of the receivable is reasonably assured. It is unclear to us how these policies comply with the provisions of ASC 606. Furthermore, we could not locate disclosure about the nature and timing of recognition of your service-related performance obligations (e.g., management fees and mortgage financing, title insurance, and closing service fees). Please disclose in future Forms 10-Q for the interim periods in the fiscal year ended November 30, 2019 your accounting policies for contracts with customers across all your segments. In future 10-Q filings for the interim periods in the fiscal year ended November 30, 2019, we will disclose our significant accounting policies for contracts with customers across all of our segments. We will disclose that we generally recognize revenues and related profits from sales of homes at the time of the closing of a sale, when title to and possession of the property are transferred to the homebuyer. The Company’s performance obligation, to deliver the agreed-upon home, is generally satisfied in less than one year from the original contract date. Cash proceeds from home closings held in escrow for the Company’s benefit, typically for approximately three days, are included in Lennar homebuilding cash and cash equivalents in the condensed consolidated balance sheets and disclosed in the notes to the condensed consolidated balance sheets. Contract liabilities include customer deposits liabilities related to sold but undelivered homes that are included in other liabilities in the condensed consolidated balance sheets. The Company periodically elects to sell parcels of land to third parties. Cash consideration from land sales is typically due on the closing date, which is generally when performance obligations are satisfied and revenue is recognized as title to and possession of the property are transferred to the buyer. Company’s financial services’ operations recognize revenues as follows: Title premiums on policies issued directly by us are recognized as revenue on the effective date of the title policies and escrow fees and loan origination revenues are recognized at the time the related real estate transactions are completed, usually upon the close of escrow. Revenues from title policies issued by independent agents are recognized as revenue when notice of issuance is received from the agent, which is generally when cash payment is received by us. The Company’s multifamily segment provides management services with respect to the development, construction and property management of rental projects in joint ventures in which we have investments. As a result, our multifamily segment earns and receives fees, which are generally based upon a stated percentage of development and construction costs and a percentage of gross rental collections. These fees are recorded over the period in which the services are performed using an input method, which properly depicts the level of effort required to complete the management services. In addition, our multifamily segment provides general contractor services for the construction of some of its rental projects and recognizes the revenue over the period in which the services are performed using an input method, which properly depicts the level of effort required to complete the construction services. These customer contracts require the Company to provide management and general contractor services which represents a performance obligation that the Company satisfies over time. Management fees and general contractor services in the multifamily segment are included in multifamily revenue. Form 10-K for the period ended November 30, 2018 Management’s Discussion and Analysis of Financial Condition and Results of Operations We note your response to comment 2 from our letter dated May 1, 2019. We believe that the quantification of the dollar impact of the CalAtlantic acquisition within MD&A allows for a thorough understanding and evaluation of your operating results for the periods presented including any impact from organic operating results. Please expand your MD&A to include the information you highlight in paragraph 3 of your response and include similar information to the extent that the CalAtlantic acquisition materially impacted any additional segment results of operations. 2018 comparative information we will expand our MD&A to include the information highlighted in paragraph 3 of our previous response, which states the homebuilding revenues and earnings before income taxes that were from CalAtlantic since the date of acquisition. We will include similar information to the extent that the CalAtlantic acquisition materially impacted any additional segment results of operations.

One letter for all the questions, without numbered answers. Read the reply ↗

Please expand your disclosures to quantify the dollar impact of the CalAtlantic acquisition on your results of operations to allow a better understanding of how the performance of your legacy business and the acquired CalAtlantic business impacted your results of operations for the periods presented.

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Refer to Instruction 4 to Item 303(a) of Regulation S- X and Section 501.12(b)(2) of the Financial Reporting Codification.

See the reply above.

We note from your response to comment 1 of our letter dated May 1, 2019, that there were no significant changes to your revenue recognition accounting policies from those noted in your recent annual report on Form 10-K.

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We further note from the revenue recognition policies in your Form 10-K that you recognize revenue from (1) home sales when the sales are closed and title passes to the new homeowner, the new homeowner’s initial and continuing investment is adequate to demonstrate a commitment to pay for the home, the new homeowner’s receivable is not subject to future subordination and the Company does not have a substantial continuing involvement with the new home, and (2) land sales when a significant down payment is received, the earnings process is complete, title passes and collectability of the receivable is reasonably assured. It is unclear to us how these policies comply with the provisions of ASC 606. Furthermore, we could not locate disclosure about the nature and timing of recognition of your service-related performance obligations (e.g., management fees and mortgage financing, title insurance, and closing service fees). Please disclose in future Forms 10-Q for the interim periods in the fiscal year ended November 30, 2019 your accounting policies for contracts with customers across all your segments.

No reply letter found.

We note your response to comment 2 from our letter dated May 1, 2019. We believe that the quantification of the dollar impact of the CalAtlantic acquisition within MD&A allows for a thorough understanding and evaluation of your operating results for the periods presented including any impact from organic operating results.

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Please expand your MD&A to include the information you highlight in paragraph 3 of your response and include similar information to the extent that the CalAtlantic acquisition materially impacted any additional segment results of operations.

No reply letter found.

Please disclose the trading symbol and share price of Lennar’s Class A and Class B common stock on NYSE as of the latest practicable date.

No reply letter found.

Please state the number of shares of Class A and Class B common stock Lennar is expected to issue in the Merger.

No reply letter found.

Based on your disclosure in the last paragraph of this section, we understand that it is very likely that Lennar could complete the Merger without approval of the Lennar Authorized Share Proposal because MP CA Homes has ensured that cash election will be fully exercised by agreeing to receive cash for the number of shares by which CalAtlantic stockholders’ cash elections fall short of the maximum of $1,162,250,000

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or 24,083,091 CalAtlantic shares. Please clarify, here and where similar disclosure exists, that Lennar will complete the merger even if approval of the Lennar Authorized Share Proposal is not obtained, provided that the increased shares are not necessary to issue all of the shares of Class A common stock that will be required. In this regard, we note your disclosure regarding this proposal as a condition to the merger on page 8 under “Conditions to

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Please disclose here that following the consummation of the merger transaction, the shareholders of CalAtlantic are expected to hold approximately 26% of the total number of shares outstanding. In this regard, we note your disclosure under the Question and Answers section on page vi and your risk factor on page 29.

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In your disclosure in the third paragraph under this heading, please disclose the percentage of Class A common stock that is owned by Mr. Miller and the Miller entities, since a majority of the Class A common stock, voting as a separate class, as well as the Class A and Class B voting together, are required to approve the Lennar Authorized Share Proposal.

No reply letter found.

We note your disclosure that on a pro forma combined basis it is expected that there will be 325,482,000 shares outstanding as a result of the merger. Please tell us and expand your disclosures to highlight how that amount was determined.

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Please reconcile that amount to the 85,517,000 shares that will be issued for CalAtlantic shares as a result of the merger as disclosed in your note 6 to the Unaudited Pro Forma Condensed Combined Financial Statements for Lennar and CalAtlantic on page F-15.

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Disclosure on pages 38 and 39 refers to a preliminary valuation analysis presented to the CalAtlantic board by J.P. Morgan. Please address whether you believe this analysis is a report, opinion or appraisal of J.P. Morgan materially relating to the transaction.

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If so, please provide the information required by Item 1015(b)(6) of Regulation M-A regarding the procedures followed, findings and other information communicated in that analysis, and any updates to it that J.P. Morgan presented to the board that are discussed in the proxy statement/prospectus.

No reply letter found.

In the second bullet point, please quantify the accretion to earnings per share in 2018 and 2019 that the Lennar board anticipated as an expected benefit of the merger. Similarly, in the sixth bullet point, please quantify the cost savings in 2018 and in and after 2019 that the Lennar board considered.

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In the ninth bullet point, please quantify the reduction in ratios of debt to total capital and net debt to total capital that Lennar considered a benefit to the merger.

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Please elaborate on the “top tier gross margins” that Lennar expects the combined company to have in the eleventh bullet point.

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In the fifth bullet point, please quantify the synergies and cost savings that the CalAtlantic board considered as a strategic or financial benefit of the merger.

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Please provide us supplementally with copies of any board books or similar materials provided by J.P. Morgan to the CalAtlantic board in connection with its analysis and opinion.

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In the last paragraph on page 57, please elaborate on the “additional incentive fee” that will be determined based on the consideration at closing and that is contingent upon completion of the Merger. Please explain how the amount of the fee will be determined and if possible, quantify the expected amount of the fee or a reasonable range.

No reply letter found.

We note your statement that the discussion of tax consequences assumes that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Similar disclosure reflecting this assumption appears in the Q&A on page xiii. Please revise these and similar disclosures to remove reliance on this assumption.

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Note that in counsel’s tax opinion supporting the description of tax consequences in the filing, it is not appropriate to assume any legal conclusion underlying the opinion. For additional information, please see Section III.C.3 of Staff Legal Bulletin 19.

No reply letter found.

We understand that the tax opinion you describe in this section will be given at closing. Please note the requirement to file a tax opinion as an exhibit to the registration statement prior to effectiveness, as required by Item 601(b)(8) of Regulation S-K.

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If this opinion will be a “short form” opinion, then please revise the disclosure in this section to clearly state that the discussion constitutes counsel’s opinion. Please see Sections III.B and III.D. of Staff Legal Bulletin 19.

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On page 92, you disclose that MP CA Homes will be deemed to have made a cash election with regard to the number of its CalAtlantic shares that would cause the cash elections to be made with regard to the maximum number of CalAtlantic shares to the extent that the CalAtlantic stockholders do not elect to receive cash consideration with regard to the maximum cash consideration allowable per the agreement.

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As such, please clarify whether there can be a scenario whereby, Lennar will not have to pay the $1,162,250,000 in cash. To the extent there is such a scenario, please also expand your disclosures to also include the pro forma impact to equity, the weighted average number of shares outstanding, and pro forma EPS should no CalAtlantic stockholders elect to redeem their shares for cash.

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Please revise pro forma Note J to disclose how the adjustment to the basic and diluted common share amounts was determined. In that regard, please reconcile the adjustments made to the Condensed as Adjusted CalAtlantic column to the 85,517,000 shares that is expected to be issued for CalAtlantic shares as a result of the merger as disclosed in your note 6 on page F-15.

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Please more fully disclose how you calculated the amounts of interest expense and capitalized interest adjustments associated with the $1.2 billion of senior notes payable as reflected in your Notes L and M.

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We note your disclosure on page F-1 that “A final determination of the fair value of CalAtlantic’s assets and liabilities will be based on the actual net tangible and intangible assets and liabilities of CalAtlantic that exist as of the date of completion of the Merger and, therefore, cannot be made prior to the completion of the transaction.” Please tell us whether you anticipate allocating any of the purchase

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price consideration to specific identifiable intangible assets (e.g. customer lists, contracts acquired, trademarks, etc.). If so, please revise your disclosure to highlight the potential expected intangible assets and expected amortization period. If no amounts are expected to be recognized, please explain why.

No reply letter found.

On your consolidated statements of operations and comprehensive income on page 68 of your Form 10-K, as well as on the statements included in subsequent Forms 10-Q, you refer to the total of net earnings and other comprehensive income as “other comprehensive income.” It appears this line item would be more appropriately captioned “total comprehensive income” or “comprehensive income,” as presented in ASC 220-1055-7.

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Please revise accordingly.

In future filings, including the Report on Form 10-K for the year ended November 30, 2017, Lennar will caption the line item “total comprehensive income.” Read in the reply ↗

We note your response to comment 14 of our letter dated December 19, 2017. Please revise your disclosure here to remove reliance on assumptions that the merger will qualify as a reorganization. In that regard, we note your revisions to pages xii and 70.

The lead in to the statement on page 6 has been revised to say “The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and, in connection with the filing of the registration statement of which this joint proxy statement/prospectus is a part, CalAtlantic’s tax counsel, Gibson Dunn, has rendered its tax opinion to CalAtlantic. It is the opinion of Gibson Dunn that subject to the qualifications and assumptions described in the section captioned

“Certain U.S.

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Federal Income Tax Considerations” below, the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Based on that opinion, in the Merger, a CalAtlantic stockholder generally: . . .”

Read in the reply ↗

We note your response to comment 7 in our letter dated December 19, 2017. Please be aware that the requirement to disclose the information required by Item 1015(b)(6) of Regulation M-A is not limited to situations in which a report, opinion or appraisal was presented in connection with a fairness opinion.

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Rather, if a report, opinion or appraisal materially relates to the transaction, has been received from an outside party and is referred to in the prospectus, then information required by Item 1015(b) is required. Please see Item 4(b) of Form S-4. Please clarify whether it is your position that the valuation analysis is not a report, opinion, or appraisal, and/or whether you mean that the information was included in or was not materially different from the report given to the board in the presentation that accompanied delivery of the fairness opinion. Alternatively, please revise to include the information required by Item 1015(b).

It is the position of CalAtlantic that the preliminary valuation analyses were not a report, opinion, or appraisal. Read in the reply ↗

Disclosure on page 70 indicates that the discussion of tax consequences that appears in the proxy statement/prospectus is based on an opinion of Gibson Dunn that has yet to be delivered, and that will be dated as of the closing date.

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Please revise to clarify that the discussion is based on the opinion of Gibson Dunn, dated December 22, 2017, that you have received and filed as an exhibit to the registration statement. Please also revise the Q&A on page xii entitled “What are the tax consequences of the Merger?” and any similar disclosures elsewhere in the proxy statement/prospectus.

The references on pages xii and 70 to the opinion of tax counsel have been changed to clarify that, in connection with the filing of the registration statement of which this proxy statement/prospectus is a part, CalAtlantic has received an opinion from tax counsel. Read in the reply ↗

Counsel’s opinion should cover all of the tax consequences to stockholders that are described in the prospectus. We note that the opinion filed as Exhibit 8.1 only addresses qualification as a reorganization under Section 368(a) of the Code. It does not describe the tax consequences to stockholders that follow and that are described in the prospectus and are stated to be based on counsel’s opinion.

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As noted in comment 15 of our letter dated December 19, 2017, counsel may provide a “short form” opinion stating that the discussion in the prospectus constitutes its opinion. If counsel provides a short form opinion, the company should also revise the disclosure to clearly state that the discussion constitutes counsel’s opinion.

The opinion filed as Exhibit 8.1 has been revised to contain a “short form” opinion stating that the discussion in the joint proxy statement/prospectus under the caption “Certain U.S. Federal Income Tax Considerations,” to the extent it constitutes descriptions of legal matters or legal conclusions, is accurate in all material respects.

*****

The undersigned, on behalf of Lennar, acknowledges that:

•

Lennar and its management is responsible for the adequacy and accuracy of the disclosures in the filing;

Staff comments or changes to disclosures in response to Staff comments do not

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foreclose the Commission from taking any action with respect to the filing; and

Lennar may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Read in the reply ↗

We note your discussion and analysis of the change in Lennar Homebuilding’s other income, which totaled $57.4 million in the year ended November 30, 2016, compared to $18.6 for the year ended November 30, 2015. Your disclosures indicate that the increase was partially attributable to management fee income and profit participation related to Lennar Homebuilding’s strategic joint ventures.

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Please clarify the nature of the profit participation and tell us how the company accounts for such profit participation. Please also quantify the amount attributable to all material factors disclosed that are impacting your results of operations including the profit participation for all periods presented. Please refer to Item 303(a)(3) of Regulation S-K for guidance.

The following are the responses of Lennar Corporation (the “Company”) to the comments contained in the letter from the Staff of the Securities and Exchange Commission (the “Staff”) dated March 16, 2017, regarding the above referenced Form 10-K. For your convenience, the Staff’s comment precedes each response in this letter. Form 10-K for the Fiscal Year Ended November 30, 2016 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 22 We note your discussion and analysis of the change in Lennar Homebuilding’s other income, which totaled $57.4 million in the year ended November 30, 2016, compared to $18.6 for the year ended November 30, 2015.

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Your disclosures indicate that the increase was partially attributable to management fee income and profit participation related to Lennar Homebuilding’s strategic joint ventures. Please clarify the nature of the profit participation and tell us how the company accounts for such profit participation. Please also quantify the amount attributable to all material factors disclosed that are impacting your results of operations including the profit participation for all periods presented. Please refer to Item 303(a)(3) of Regulation S-K for guidance. During the year ended November 30, 2016, the Company recorded $30.1 million of profit participation income related to Lennar Homebuilding’s joint ventures. During the years ended November 30, 2015 and 2014, the Company had no profit participation income from joint ventures. Profit participation income is included in Lennar Homebuilding other income, net and is recorded over the period in which services are performed, and when amounts are determinable and collectability is reasonably assured. Profit participation income is generally participation in the cash flow of a Homebuilding joint venture as part of the consideration for management/development services being performed and financial milestones, such as a specified internal rate of return, being achieved. On May 2, 2016, the Company and a strategic joint venture that was part of the FivePoint transaction, as discussed on page 88 on the Form 10-K, amended the Development Management Agreement (the “DMA”). Prior to the amendment, the Company was entitled to a fixed annual management fee and general and administrative expense reimbursements. The DMA also contained provisions for other incentive compensation arrangements for the Company based on entitlement goals and the joint venture’s financial performance. The DMA was amended and restated to among other things, (i) characterize incentive compensation as Legacy Incentive Compensation and Non-Legacy Incentive Compensation and (ii) provide that Legacy Incentive Compensation consists of fixed payments totaling $58.3 million due to the Company. The Company does not receive the non-legacy incentive compensation as the future profit participation was contributed to FivePoint entity as part of the combination transaction. Pursuant to SEC Staff Accounting Bulletin: No. 101 (“SAB 101”) - Revenue Recognition in Financial Statements, revenue generally is realized or realizable and earned when all of the following criteria are met: Persuasive evidence of an arrangement exists Delivery has occurred or services have been rendered The seller's price to the buyer is fixed or determinable The Company believes that all of the above characteristics required under SAB 101 was fulfilled based upon the DMA amendment. All services required for payment of the profit participation were rendered and all future requirements were waived. All amounts due under the arrangement were fixed and, therefore, determinable. Furthermore, the joint venture had the financial wherewithal and intent to pay the profit participation amounts to the Company. As a result, the Company recorded $30.1 million in its fiscal 2016 financial statements, which represented its share of the $58.3 million in profit participation income. Profit participation amounts were not recorded in either fiscal year 2015 or 2014 since amounts were not determinable or collectible. The remainder of the change in Lennar Homebuilding other income, net in fiscal 2016 was primarily related to $14.5 million of gains on the sales of several clubhouses. Lennar Homebuilding Investments in Unconsolidated Entities, page 87 We note your disclosure that on May 2, 2016 the Company contributed or had the right to contribute its investment in three strategic joint ventures previously managed by Five Point in exchange for an investment in a Five Point Entity. We further note your disclosure that the transactions did not have a material impact on the Company’s financial position or cash flows. Please clarify whether the transactions may have had a material impact on the Company’s results from operations for the year ended November 30, 2016 and tell us how the Company accounted for the contribution including whether the Company recognized any gain or loss as a result of its exchange in its equity method investments from its three strategic joint ventures into the new investment in Five Point. In providing your response, please refer to the applicable accounting guidance the Company relied on in arriving at its conclusions. Upon the contribution of the Company’s investment in three strategic joint ventures for an investment in a FivePoint entity, there was no gain or loss recognized in the consolidated statement of operations. The Company considers the investments in these strategic land joint ventures as an indirect investment in real estate (see guidance in Accounting Standards Codification (“ASC”) 323-970-40-1 Investments-Equity Method and Joint Ventures). Based upon the guidance in ASC 970-323-30-3 and 30-4 Real Estate General: Investments-Equity Method and Joint Ventures, the contribution of the three strategic joint ventures for an investment in a FivePoint entity was recorded at the Company’s historical cost basis and no gain was recognized because cash was not received by the Company at closing. In accordance with the guidance in ASC 323-10-35-31 through 32A Investments-Equity Method and Joint Ventures and ASC 970-323-35-12 Real Estate General: Investments-Equity Method and Joint Ventures, the Company evaluated whether the current investments in the three strategic joint ventures had an other-than-temporary impairment in the value of the investments prior to the closing of the transaction. The Company concluded that the fair value of the three strategic investments was greater than the carrying value of the individual investments prior to contribution. Therefore, the Company did not record an investment impairment at closing. At May 2, 2016, the Company’s investment in a FivePoint entity was equal to the carrying values of the assets contributed immediately prior to the transactions. However, the assets contributed to the FivePoint were recorded at fair value at the FivePoint entity level. The Company has a basis difference resulting from the contribution of its investment in the three strategic joint ventures with a higher fair value (higher underlying equity in the net assets of the FivePoint entity) than the carrying value of the investment in the FivePoint entity. Since the Company was able to relate the basis difference to specific accounts of the FivePoint entity, the basis difference will be amortized through equity in earnings from unconsolidated entities as subsequent transactions occur, such as sales of assets by the FivePoint entity, sale of investment by the Company and other acquisitions or disposals by the Company. For the period from May 2, 2016 (closing of the transaction) to November 30, 2016, the Company recorded equity in loss from the investment in the FivePoint entity of $42.6 million, which represented the Company’s share of net loss (including combination costs consisting primarily of personnel, financial advisory, legal, accounting, tax and consulting services) from the FivePoint entity. This loss was disclosed in Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 4 to the Consolidated Financial Statements in the Company’s Form 10-K for the year ended November 30, 2016 (see pages 25 and 87, respectively). In responding to your comments, the Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

One letter for all the questions, without numbered answers. Read the reply ↗

We note your disclosure that on May 2, 2016 the Company contributed or had the right to contribute its investment in three strategic joint ventures previously managed by Five Point in exchange for an investment in a Five Point Entity. We further note your disclosure that the transactions did not have a material impact on the Company’s financial position or cash flows.

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Please clarify whether the transactions may have had a material impact on the Company’s results from operations for the year ended November 30, 2016 and tell us how the Company accounted for the contribution including whether the Company recognized any gain or loss as a result of its exchange in its equity method investments from its three strategic joint ventures into the new investment in Five Point. In providing your response, please refer to the applicable accounting guidance the Company relied on in arriving at its conclusions.

See the reply above.

Please provide us with copies of all materials prepared by the financial advisors and shared with the board of directors of WCI Communities, Inc. and their representatives. This includes copies of the board books and all transcripts and video presentations.

No reply letter found.

Please note that all exhibits are subject to our review. Accordingly, please file all of your outstanding exhibits with your next amendment or as soon as possible. In addition, please advise us supplementally as to the matters that will be addressed in Latham & Watkins’s tax opinion and why you believe a tax opinion is required to be filed in connection with this transaction.

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Refer to Item 601(b)(8) of Regulation S-K.

No reply letter found.

Please revise your disclosure to clarify the value of the total merger consideration to be paid by Lennar to the WCI shareholders on a per share basis and tell us supplementally whether there is collar associated with stock component of the consideration.

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Please note that we do not object to the disclosure relating to the formula but WCI holders should be able to decipher how much they will be receiving, as represented in dollars, for exchanging their shares in the transaction. Please make corresponding revisions to your registration statement where appropriate.

No reply letter found.

Please disclose that, at the time of the vote, WCI holders will not know the number of shares of Lennar stock they will be receiving due to operation of the merger consideration formula.

No reply letter found.

In an appropriate location, please provide an example of the number of shares to be issued on a per share basis using the trading price of the securities as of the latest practicable date. Also disclose that the number of shares to be issued may differ from the example as of the latest practicable date, given that that the actual value and number of share will not be determined until immediately preceding the

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closing.

No reply letter found.

Please disclose the time period anticipated between the vote and closing.

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Please revise your disclosure to state that Lennar may, at its option, pay the merger consideration solely in cash.

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We note your disclosure that Mr. Bass will be eligible for a transaction bonus of $3.22 million. Please reconcile such disclosure with your disclosure on page 77 that Mr. Bass will be eligible for a transaction bonus of $4.150 million.

No reply letter found.

Please revise your disclosure to discuss the material risks associated with any of the debt covenants and Lennar’s compliance with such debt covenants.

No reply letter found.

Please revise your disclosure regarding the June 19, 2016 conversation between Mr. Bass and Mr. Beckwitt to disclose whether Mr. Bass informed Mr. Beckwitt during this conversation that a counterproposal would be forthcoming.

No reply letter found.

Please expand your disclosure regarding June 22, 2016 to discuss Mr. Beckwitt’s reaction to the WCI counterproposal communicated by Mr. Bass. Please make similar revisions to your disclosure regarding the July 22, 2016 conversation between Mr. Bass and Mr. Beckwitt.

No reply letter found.

Please elaborate on the discussion between Mr. Bass and the key decision maker of Party B on August 2, 2016 that led Mr. Bass to be unable to “ascertain” Party B’s interest in a transaction.

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Please expand your disclosure to describe the specific strategic alternatives and countervailing factors that the WCI Board discussed on September 22, 2016.

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Please tell us whether WCI’s Board considered the potential conflict of interest of Citi to be a negative factor concerning the merger.

No reply letter found.

Please tell us whether WCI considered Lennar’s $5.2 billion in debt to be a negative factor concerning the merger.

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Please revise to provide expanded disclosure concerning the methodology and criteria used in selecting the companies and transactions analyzed, including whether any companies or transactions meeting the criteria were excluded.

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Please revise your disclosure to discuss how the discount rates were chosen.

No reply letter found.

We note disclosure on page 65 that WCI “expressly disclaims any responsibility, to update or otherwise revise the WCI management projections . . .” Please clarify your statement, particularly the qualifying language “except to the extent required by applicable federal securities laws.” We remind that you are responsible for the information included in the proxy statement, which includes consideration of whether

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additional disclosure of material information about the financial projections is required to make the statements included in the proxy statement not misleading. Please revise.

No reply letter found.

We note that the WCI management projections are subject to assumptions and estimates as to future events. Please ensure that you disclose all material assumptions underlying the projections.

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We note your response to comment 3 in our letter dated December 7, 2016. Please revise your prospectus cover page to include disclosure regarding the 41% minimum value of the share consideration that will apply should Lennar elect to pay a portion of the merger consideration in stock. Please also make corresponding revisions to disclosure elsewhere in your prospectus where you discuss merger consideration.

No reply letter found.

We are unable to locate the revisions made in response to comment 7 in our letter dated December 7, 2016. Please revise your prospectus cover page to state that Lennar may, at its option, pay the merger consideration solely in cash.

No reply letter found.

We note your response to comment 8 in our letter dated December 7, 2016. Please revise your disclosure to specify the total amount that Mr. Bass may receive along with the individual components (e.g., transaction bonus and retention bonus). Please make similar revisions on page 35 and page 73.

No reply letter found.

Please revise your disclosure to include a discussion of any precedent transactions analyzed by Credit Suisse.

No reply letter found.

We note that Latham & Watkins appears to have provided a short form tax opinion. Please revise the disclosure in this section to state clearly that the disclosure in the tax consequences section of the prospectus is the opinion of counsel and clearly articulate and identify the opinion being rendered.

Rest of the question

In other locations of the prospectus where you discuss the tax consequences of the transactions, please eliminate phrases that suggest that the opinion is subject to a degree of uncertainty. For example, refer to disclosure on pages v (“intended to qualify”) and 46 (“may qualify”). Refer to Sections III.B.2 and III.C.4 of Staff Legal Bulletin No. 19 (CF).

No reply letter found.

We note your revisions to comment 5 in our letter dated December 28, 2016. It is not clear why you continue to disclose that the transactions “are intended to qualify” as a reorganization (unless the merger consideration is paid entirely in cash).

Rest of the question

Absent significant doubt about the tax consequences, we would expect to see a “will” opinion in accordance with the guidance contained in Section III.C.4 of Staff Legal Bulletin No. 19 (“SLB 19”). Please advise. In addition, please tell us whether the condition regarding the delivery of Latham’s opinion to WCI is waiveable by either party and, if so, how you considered the guidance in Section III.D.3 of SLB 19.

On behalf of Lennar Corporation (the “Company”), we request that Registration Statement

No. 333-214566 (the “Registration Statement”) be declared effective at 4:00 p.m. Eastern Standard Time on Thursday, January 12, 2017, or as soon after that as is practicable.

We acknowledge on behalf of the Company that the Company is aware that:

• the fact that the Commission, or the staff by delegated authority, declares the Registration Statement effective does not foreclose the Commission from taking action with respect to the Registration Statement;

the action of the Commission, or the staff by

Rest of the answer

delegated authority, declares the Registration Statement effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosures in the Registration Statement; and the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or by any person under the securities laws of the United States.

Read in the reply ↗

We note your discussion and analysis of the change in income tax (benefit) expense for fiscal year ended November 30, 2015 when compared to November 30, 2014. Please expand your disclosures to quantify all the material factors disclosed and provide a more meaningful analysis discussing the reasons behind each and whether the material factors impacting the effective tax rate are expected to have a continuing impact.

Rest of the question

As an example, we note that your disclosures indicate that the effective tax in 2015 rate included tax benefits for the domestic production activities deduction and energy tax credits which reduced the effective tax rate by 1.92%, however there is no robust discussion explaining the nature of those tax credits and whether they may be expected to have a continuing impact on the effective tax rate in the future. Please refer to Item 303(a)(3) of Regulation S-K and Sections 501.12.b.3 and 501.12.b.4. of the Financial Reporting Codification for guidance.

The reduction in the Company’s tax rate from 34.80% for the year ended November 30, 2014 to 32.72% for the year ended November 30, 2015 was primarily from tax credits related to our increased investment in solar energy systems in 2015 compared with 2014, and the retroactive enactment of the new energy efficient home credit.

As a result of the Consolidated Appropriations Act of 2016, enacted in December 2015, the 30% tax credit for eligible solar energy property was extended.

Rest of the answer

The Act adds a phase-out for the solar energy credit under which the "energy percentage" on which the credit is based will gradually be reduced from 30% to 10% in 2022. The Company is eligible for this tax credit through its Sunstreet residential solar business. For the year ended November 30, 2015, the impact of this credit on the Company’s effective tax rate was (0.91%).

In addition, in December 2014, the 2014 Tax Increase Prevention Act ("TIPA") was enacted. TIPA retroactively restored and extended the new energy efficient home credit for homes delivered in 2014. The Company is eligible for this tax credit to the extent its homes meet the energy efficiency standards required under the tax code. Since the legislation was enacted in our fiscal year ended November 30, 2015, the impact of this legislation on the Company’s effective tax rate for fiscal 2015 was (1.01%).

The Company will continue to be eligible for this credit through fiscal 2016 since the new energy efficient home credit was extended in December 2015 by the enactment of the Protecting Americans from Tax Hikes Act to homes delivered through 2016, including retroactively for homes delivered in 2015.

In addition to the solar energy tax credits and the energy efficient home credit mentioned above, the Company also expects its effective tax rate to continue to benefit from the domestic production activities deduction ("DPAD"), provided the Company continues to generate positive taxable income. The DPAD is currently not subject to sunset or phase-out. For the fiscal year ended November 30, 2015, the impact of the DPAD on the Company’s effective tax rate was (3.01%).

In future Form 10-K filings, we will provide a more detailed analysis of material changes in the Company's tax rate from period to period and whether we expect the cause of particular changes to have a continuing impact on the Company's effective tax rate in the future. In our Form 10-Q filings, we will update our disclosures for any significant changes in our effective tax rate. We expect that the expanded disclosures in our Form 10-Q for the three months ended February 29, 2016 will be as follows:

"In the first quarter of 2016 and 2015, we had a tax provision of $56.2 million and $59.7 million, respectively. Our overall effective income tax rates were 28.08% and 34.19% in the first quarter of 2016 and 2015, respectively. The reduction is primarily the result of the reversal of an accrual due to a settlement with the IRS, which reduced our effective tax rate by (5.42%). We do not anticipate similar settlements during the remainder of fiscal 2016. The effective tax rate for the first quarter of 2016 and 2015 included tax benefits for the domestic production activities deduction and energy tax credits, offset primarily by state income tax expense. During the first quarter of 2016, tax legislation was passed extending the new energy efficient home credit through 2016, as well as extending the 30% investment tax credit for solar energy property through 2022. Both of these tax credits benefited and we expect will continue to benefit our effective tax rate."

Rialto-Investments in Unconsolidated Entities, page 58

Comment No. 2

We note your disclosure that Rialto adopted a Carried Interest Plan which provides participants in the plan an equity interest in a Rialto subsidiary that entitles them to specified percentages of distributions. We further note your disclosure that Rialto recorded $3 million related to the amortization of compensation expense of the plan over the vesting period. In order to better understand the Company’s policy in accounting for this plan and given that your Rialto operations are considered a critical accounting estimate, please tell us and expand your disclosures to include a more robust discussion around how the Company is accounting for the compensation expense for the carried interest that the Rialto employees may be entitled to under the plan. In providing your response, please tell us and expand your disclosures to include the following:

•

Whether the amount of compensation expense recorded relates to the entire carried interest in the funds or just amounts not subject to clawback, such as the advance distributions to cover taxes;

The timing of the recognition of compensation expense and how and when the Company determines it has a liability for that compensation expense;

To the extent the compensation expense relates to the total carried interest, your expanded disclosures should state that the timing of recognition of compensation expense precedes the recognition of any management revenue related to carried interest given the Company’s policy to only recognize revenue related to carried interest when collectability is reasonably assured and in effect not subject to clawback; and

The amount of compensation expense that could be reversed in the future to the extent it is subject to clawback.

Response

During 2015, Rialto adopted a Carried Interest Plan (the "Plan"), which provides participants in the Plan the opportunity to participate in distributions made by a fund or other investment vehicle (a "Fund") managed by a subsidiary of Rialto.

Under the Plan, Rialto may assign its right to receive carried interest payments from a Fund to a limited liability company (a "Carried Interest Entity"), wholly owned and consolidated by Rialto, and distribute units, which are considered equity, of the Carried Interest Entity to some employees who are involved in the management of the Fund. The units entitle their holders to specified percentages of distributions made from the Fund to the Carried Interest Entity. Rialto may distribute to some of its employees units entitling them up to 40% of the distributions received by a Carried Interest Entity.

The awards were determined to be share-based payments and were accounted for in accordance with ASC 718, Compensation - Stock Compensation ("ASC 718"). Management determined that the awards did not meet any of the five types of awards described in ASC 718 as awards that should be classified as a liability:

1. An award with conditions or other features that are indexed to something other than a market, performance, or service condition.

Read in the reply ↗

We note your disclosure that Rialto adopted a Carried Interest Plan which provides participants in the plan an equity interest in a Rialto subsidiary that entitles them to specified percentages of distributions. We further note your disclosure that Rialto recorded $3 million related to the amortization of compensation expense of the plan over the vesting period.

Rest of the question

In order to better understand the Company’s policy in accounting for this plan and given that your Rialto operations are considered a critical accounting estimate, please tell us and expand your disclosures to include a more robust discussion around how the Company is accounting for the compensation expense for the carried interest that the Rialto employees may be entitled to under the plan. In providing your response, please tell us and expand your disclosures to include the following:  Whether the amount of compensation expense recorded relates to the entire carried interest in the funds or just amounts not subject to clawback, such as the advance distributions to cover taxes;  The timing of the recognition of compensation expense and how and when the Company determines it has a liability for that compensation expense;  To the extent the compensation expense relates to the total carried interest, your expanded disclosures should state that the timing of recognition of compensation expense precedes the recognition of any management revenue related to carried interest given the Company’s policy to only recognize revenue related to carried interest when collectability is reasonably assured and in effect not subject to clawback; and  The amount of compensation expense that could be reversed in the future to the extent it is subject to clawback.

An award that meets certain criteria of ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). ASC 480 provides guidance for determining whether certain freestanding financial instruments are classified as liabilities and generally excludes stock-based compensation from its scope. Read in the reply ↗

We note your response to our comment 2 from our letter dated March 1, 2016. In order to better understand the Company’s conclusion that the awards issued under the Carried Interest Plan are considered equity awards under ASC 718, please expand on your response to describe the substantive terms of the awards issued under the Carried Interest Plan and why an evaluation of those terms would not result in liability

Rest of the question

classification per the guidance under ASC 718-10-25-6 through ASC 718 -10-25-19. In providing your response, please tell us how you considered that the awards “entitle employees up to 40% of the distributions received by the Carried Interest Entity” in your evaluation. In that regard, it would appear that the holders are entitled to the cash from the Carried Interest Distributions received from the funds and assigned by Rialto. Furthermore, given that it appears that the Carried Interest Plan will continue to be a method of providing additional compensation to employees assisting in managing the funds in your Realto segment, the accounting for the Plan may become material to that segment and important for investors. As such, please confirm that you will expand your disclosures in your Critical Accounting Estimates section to disclose how the Company is accounting for the Carried Interest Plan including that expense recognition would precede the timing of the revenue recognized related to the underlying Carried Interest distributions; to the extent material or becomes material in that segment.

An award with conditions or other features that are indexed to something other than a market, performance, or service condition. The units are not indexed to a factor that is not a market, performance or service condition. Read in the reply ↗

We note the response in your letter dated April 13, 2016, that you intend on expanding disclosures in your critical accounting estimates section if the Carried Interest Plan becomes material. Please confirm that you will expand your disclosures if award issuances or modifications represent a known trend that is reasonably likely to occur and that a material effect on your financial statements is reasonably likely.

Rest of the question

We note the level of complexity and subjectivity involved in the accounting and classification of these units. Specifically, we note there are various factors that may indicate that the awards have characteristics of a bonus or profit sharing arrangement, including: a lack of voting rights, a lack of any initial investment and transfer restrictions related to the awards. However, you attributed significant weight to the units being subject to vesting, and once vested the employee retains the residual interest in the units which is tied to the underlying net assets of the respective Carried Interest Entity. Please note that we may have further comment about your accounting should these awards become material in the future.

Lennar confirms that in future filings it will expand its disclosure related to the Carried Interest Plan in its critical accounting estimates section if award issuances or modifications represent a known trend that is reasonably likely to occur and that a material effect on the Company's financial statements is reasonably likely. Read in the reply ↗