8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

January 15, 2009

Date of Report (Date of earliest event reported)

LENNAR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-11749	95-4337490
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

700 Northwest 107^th Avenue, Miami, Florida 33172

(Address of principal executive offices) (Zip Code)

(305) 559-4000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On January 15, 2009, Lennar Corporation will be making a presentation to investors that includes the slides that are furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished as part of this Current Report on Form 8-K.

Exhibit No.	Description of Document
99.1	Presentation slides.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 15, 2009	Lennar Corporation
	By:	/s/ Bruce E. Gross
	Name:	Bruce E. Gross
	Title:	Vice President and Chief Financial Officer

3

Exhibit Index

Exhibit No.	Description of Document
99.1	Presentation slides.

EX-99.1

Strategic Overview

Exhibit 99.1

1

This

presentation

includes

"forward-looking

statements,"

as

that

term

is

defined

in

the

Private

Securities

Litigation

Reform

Act

of

1995.

These

forward-looking

statements

include

statements

regarding

our

business,

financial

condition,

results

of

operations,

cash

flows,

strategies

and

prospects.

You

can

identify

forward-looking

statements

by

the

fact

that

these

statements

do

not

relate

strictly

to

historical

or

current

matters.

Rather,

forward-looking

statements

relate

to

anticipated

or

expected

events,

activities,

trends

or

results.

Because

forward-looking

statements

relate

to

matters

that

have

not

yet

occurred,

these

statements

are

inherently

subject

to

risks

and

uncertainties.

Many

factors

could

cause

our

actual

activities

or

results

to

differ

materially

from

the

activities

and

results

anticipated

in

forward-looking

statements.

These

factors

include

those

described

under

the

caption

“Risk

Factors”

in

our

most

recent

Annual

Report

on

Form

10-K

filed

with

the

Securities

and

Exchange

Commission.

We

do

not

undertake

any

obligation

to

update

forward-looking

statements,

except

as

required

by

federal

securities

laws.

Disclaimer Statement

2

Business Overview

3

Business Overview

Business Overview

Market Conditions Remain Challenging

Market Conditions Remain Challenging

Market weakness has accelerated as a result of increased

foreclosures, weakened consumer confidence and tightened

mortgage lending standards.

Additional government actions will be necessary to help

stabilize home prices, which in turn will fortify banks’

balance

sheets, allowing the return of government capital.

While the housing market continues to search for a bottom, we

have made significant progress despite this unprecedented

downturn.

4

Business Overview

Business Overview

Operating Focus

Operating Focus

Focus on a Strong Balance Sheet:

Aggressive Asset Management Leading to Strong

Cash Flow Generation and Ample Liquidity

Significant

Progress on Our

Balance Sheet

Significant

Progress On JV’s

& Recourse Debt

Focus on Rebuilding Operating Profitability:

Improve Gross Margins and Rightsize the

Business

Focus on Reducing Financial Risk:

Reduce Number of Joint Ventures and

Recourse Debt Exposure

Significant

Progress on Rebuilding

Operating Profitability

5

Significant Balance Sheet Progress

6

25%

30%

35%

40%

45%

50%

55%

60%

65%

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

0

100

200

300

400

500

600

700

800

900

1,000

1,100

Significant Balance

Significant Balance

Sheet Progress

Strong Cash Flow Generation and Low Leverage

HB Debt / Total Capital

Goal 35% -

45%

Operating Cash Flow

(Dollars in Millions)

7

Significant Balance Sheet Progress

Long-Term Fixed Rate Debt Maturities

$300

$250

$350

$250

$500

$250

$282

Mar-09

Oct-10

Oct-11

2012

Mar-13

Sep-14

May-15

Apr-16

Weighted average

maturity of 4.1 years

Weighted average

interest rate of 5.8%

At November 30, 2008

Repayment Schedule

6.50%

Senior

Notes

7.63%

Senior

Notes

5.95%

Senior

Notes

5.50%

Senior

Notes

5.60%

Senior

Notes

5.13%

Senior

Notes

5.95%

Senior

Notes

Fixed-rate

Senior Notes

$2.2B

Other notes

payable

$0.4B

(Dollars in Millions)

8

$3.2

$5.4

$1.7

$2.1

Significant Balance Sheet Progress

Aggressive Inventory Reduction

(Dollars in Billions)

$8.6*

$3.8*

Peak 2006

Q4 2008

*Excludes consolidated inventory not owned

Inventory

56%

Land, Land Under

Development and

Option Deposits

Construction

in Progress

and Finished

Homesites

9

$2,892

$1,432

$2,135

$787

$720

$194

Significant Balance Sheet Progress

Land Acquisition & Development

(Dollars in Millions)

$914

2008

Land

Development

Land

Acquisition

$4,324

$2,922

2006

2007

10

Significant Joint Venture Progress

11

Joint Ventures

Joint Ventures

Mitigating Risk

Mitigating Risk

Joint ventures were structured strategically to mitigate risk.

Strategic partners with specific expertise

JV with partner who brings specific expertise (e.g. commercial or infill

experience)

JV with other builders

Joint bid on land parcels is a smarter way to purchase

Homesites are allocated to each homebuilder

JV with financial partners

Partners bring the majority of the capital

Lennar manages the JV

JV with land owner/developers

Access to homesites owned or controlled by partner

12

270

116

Peak 2006

Q4 2008

Significant Joint Venture Progress

Number of Joint Ventures

Number of Joint Ventures

57%

Joint Venture Detail

JVs with recourse debt

41

JVs with non-recourse debt

27

JVs without debt

48

____________________________

JV total

116

13

Significant Joint Venture Progress

Joint Ventures Have Substantial Equity

2008

2007

Assets:

Cash and cash equivalents

$135,081

$301,468

Inventories

7,115,360

7,941,835

Other Assets

541,984

827,208

$7,792,425

$9,070,511

Liabilities and equity:

Accounts payable and other liabilities

$1,042,002

$1,214,374

Debt

4,062,058

5,116,670

Equity of:

     Lennar

766,752

934,271

     Others

1,921,613

1,805,196

          Total equity of unconsolidated entities

2,688,365

2,739,467

$7,792,425

$9,070,511

Lennar's equity in its unconsolidated entities

29%

34%

Partner's equity in unconsolidated entities

71%

66%

November 30,

(Dollars in Thousands)

14

Significant Joint Venture Progress

Joint Ventures Aren’t Overleveraged

2008

2007

Debt

$4,062,058

$5,116,670

Equity

2,688,365

2,739,467

     Total capital

$6,750,423

$7,856,137

Debt to total capital of Lennar's unconsolidated entities

60.2%

65.1%

Debt to total capital of Lennar's unconsolidated entities

     (excluding LandSource)

49.8%

61.1%

November 30,

(Dollars in Thousands)

15

Significant Joint Venture Progress

Off-Balance Sheet Debt Details

(Dollars in Thousands)

2008

2007

Lennar's net recourse exposure

$392,450

$794,934

Reimbursement agreements from partners

127,428

238,692

     Lennar's maximum recourse exposure

$519,878

$1,033,626

Partner several recourse

285,519

465,641

Non-recourse land seller debt or other debt

90,519

202,048

Non-recourse debt with completion guarantees

820,435

1,432,880

Non-recourse debt without completion guarantees - ex LandSource

974,666

726,696

Non-recourse debt without completion guarantees - LandSource

1,371,041

1,255,779

     Non-recourse to Lennar

$3,542,180

$4,083,044

     Total debt

$4,062,058

$5,116,670

Lennar's maximum recourse exposure as a % of

     total unconsolidated debt

13%

20%

November 30,

16

$1,034

$520

Q4 2007

Q4 2008

Significant Joint Venture Progress

Recourse Debt Exposure & Equity

Maximum Unconsolidated Entity

Recourse Debt Exposure

(Dollars in Millions)

50%

$909

$1,282

Q4 2007

Q4 2008

Equity in Unconsolidated Entities with

Recourse Debt

(Dollars in Millions)

41%

17

Significant Joint Venture Progress

Continued Progress on Recourse Debt Reduction

(Dollars in Thousands)

2008

2007

Several recourse debt - repayment

$78,547

$123,022

Several recourse debt - maintenance

167,941

355,513

Joint and several recourse debt - repayment

138,169

263,364

Joint and several recourse debt - maintenance

123,051

291,727

Land seller debt recourse exposure

12,170

0

Lennar's maximum recourse exposure

519,878

1,033,626

Less joint and several reimbursement agreements

     with Lennar's partners

(127,428)

(238,692)

Lennar's net recourse exposure

$392,450

$794,934

Summary balance sheet for unconsolidated

     entities with recourse debt

Total Assets

$2,846,819

$3,220,695

Total Liabilities

1,565,148

2,311,216

Total Equity

1,281,671

909,479

November 30,

18

Significant Operating

Profitability Progress

19

3%

13%

13%

15%

17%

12%

12%

9%

2%

2%

-1%

0%

-3%

-1%

1%

2%

-5%

0%

5%

10%

15%

20%

25%

Q1

'05

Q2

'05

Q3

'05

Q4

'05

Q1

'06

Q2

'06

Q3

'06

Q4

'06

Q1'

07

Q2

'07

Q3

'07

Q4

'07

Q1

'08

Q2

'08

Q3

'08

Q4

'08

Significant Operating Profitability Progress

Focus on Positive Operating Margins

(Pre-impairment OM%)

20

17%

25%

25%

26%

27%

25%

24%

20%

14%

16%

14%

14%

12%

17%

16%

18%

0%

5%

10%

15%

20%

25%

30%

Q1

'05

Q2

'05

Q3

'05

Q4

'05

Q1

'06

Q2

'06

Q3

'06

Q4

'06

Q1'

07

Q2

'07

Q3

'07

Q4

'07

Q1

'08

Q2

'08

Q3

'08

Q4

'08

Significant Operating Profitability Progress

Focus on Rebuilding Gross Margin

Lennar was ahead of the curve in recording

impairments by pricing to market early and

selling portfolio of land to Morgan Stanley land

venture

Construction cost reductions of 15% per sq. ft.

(Pre-impairment GM%)

21

S,G&A Expenses ($)

Associate

Headcount

Significant Operating Profitability Progress

Focus on S,G&A Reduction

$484

$167

Peak 2006

Q4 2008

4,913

14,064

Peak 2006

Q4 2008

(Dollars in Millions)

65%

65%

22

Response to Recent Allegations

23

Response To Recent Allegations

Jon Jaffe’s Loan

Lennar’s Chief Operating Officer, Jon Jaffe, did not receive a mortgage on his home or

any other indebtedness connected to the company

Loan was obtained from sources wholly independent from Lennar and with no

assistance from Lennar or any of its business partners

Jon was referred to the independent loan broker by his personal attorney who

has never had a relationship with Lennar

The broker also has a real estate development company which acquired,

developed and marketed properties in Kern county.  There is no connection

between these properties and Jon’s loan or Lennar

At the time of the loan, Jon’s house was appraised at $18 million by an

independent appraiser; the first mortgage was for $3 million, the second

mortgage was a line of credit for $2.1 million and the third mortgage was for $5

million resulting in a loan to value of 55%

Jon has made use of the loan to increase his ownership of Lennar’s stock

24

Response To Recent Allegations

Joint Ventures

Lennar never “treated its joint ventures like a Ponzi scheme”

Lennar has never siphoned cash from one joint venture to another

Lennar has never pledged our interest in any joint venture for the benefit of

another

There is no cross collateralization of debt between different ventures

Each joint venture is governed by an executive committee consisting of members

from all the partners

Lennar’s joint ventures have substantial equity totaling $2.7 billion

Joint venture debt is secured by joint venture assets that are adjusted for

impairment on a quarterly basis as necessary

25

Response To Recent Allegations

Litigation

Lennar’s litigation is accurately reported and reserved for in accordance with generally

accepted accounting principles and the reserves and processes for determining them

are audited by its outside independent accounting firm

Lennar has never used lawsuits as a mechanism for avoiding cash payments owed

Over the past decade Lennar has delivered more than 250,000 homes, resulting in

tens of millions of underlying payments and contracts

As of November 30, 2008, Lennar was defending or prosecuting or defending

approximately 620 lawsuits including homeowner construction, premises liability,

personal injury, contract and subcontract disputes, employment, environmental

and land use, insurance coverage, advertising, collections, intellectual property,

automobile liability, tax matters and others

26

Response To Recent Allegations

The Bridges Lawsuit

No money was ever misdirected in The Bridges project

Lennar did not divert a $37.5 million judgment contributed by Nicholas Marsch to

the venture; Lennar and Marsch had a 50-50 interest in the judgment

Proceeds from judgment were used for the benefit of the venture to pay for

construction and operating costs

Lennar’s co-member in The Bridges, Nicholas Marsch III, has received the benefit of

more then $50 million, notwithstanding statements to the contrary

Lennar has never pledged The Bridges’

assets for the obligations of any other joint

venture

The Bridges doesn’t have a bankrupt partner as a result of the LandSource

bankruptcy

Lennar

has

regularly

provided

audited

balance

sheets

and

audited

reports

to

Marsch

for more than 10 years

Marsch

has

been

integrally

involved

in

the

day

to

day

management

of

The

Bridges

27

Response To Recent Allegations

LandSource

LandSource was an arm’s length transaction involving large, sophisticated financial

institutions

that

fully

reviewed,

vetted

and

appraised

the

terms

of

the

venture

The claim that Lennar caused the other investors and lenders to lose approximately

$1 billion is false

Bankruptcy

is

a

matter

of

public

record

with

complete

financial

disclosures

The LandSource bankruptcy was the product of unprecedented market shifts

28

Response To Recent Allegations

Chinese Drywall

Lennar never ordered imported drywall from China and never received a discount for

its use as a substitute material

Lennar

has

been

cited

by

the

media

as

“the

most

responsive

builder”

in

dealing

with

the industry wide issue of imported drywall

Lennar has been proactive in working with its homeowners to address the

product issue

Lennar intends to seek compensation from the drywall manufacturer and other

responsible parties

29

Response To Recent Allegations

Whistleblower

There have been no reports of any whistleblower complaints concerning these matters

to Lennar management, the Board of Directors, independent auditors or an outside

employee hotline

Lennar

has

extensive

procedures

in

place

to

ensure

the

free

flow

of

confidential

communication by whistleblowers and to ensure their protection from retaliation

Independent

firm

receives

complaints

anonymously

and

reports

the

complaints

directly to the Audit Committee of the Board of Directors in addition to

management

Lennar also provides an email address to communicate directly with the

independent members of the Board of Directors

30

Conclusion

31

Conclusion

“Moving From Defense to Offense”

Lennar

Homebuilding

Manufacturing Plant

Product simplification &

offering

Cost reduction

Cycle time reduction

Customer experience

Land

Asset Manager

Due diligence focused

Evaluate & underwrite

distressed opportunities

Ability to manage assets

to effectively realize long-

term value

Homebuilding machine will continue to manage existing assets

No legacy assets moving over to fund

Fund

Fund

The Road Ahead

32

$-

$200

$400

$600

$800

$1,000

$1,200

$1,400

1991

1992

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

-

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

1,800,000

2,000,000

Net Earnings Before Impairments

National Single Unit Starts

Lennar

Will The Cycle Be Our Ally?

Acquired

Texas

Operations

Acquired

Amerifirst

Portfolio

Acquired

California

Operations

Acquired

Greystone;

Spun-off

LNR

Repurchase

9.8 Million

Shares;

Acquired

U.S. Homes

Acquired

Private

Builders

Military Base

Redevelopment

Roseland

Infill JVs

(Dollars in Millions)

Starts

Starts

Notes:

Notes:

-

-

2008

2008

net

net

earnings

earnings

before

before

impairments

impairments

excludes

excludes

deferred

deferred

tax

tax

valuation

valuation

allowance.

allowance.

.

-

-

2008 National single unit starts at Nov. 2008. 

2008 National single unit starts at Nov. 2008.