UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

For the Year Ended December 31, 2004

Commission File Number
001-31931

Levitt Corporation

(954) 760-5200
(Registrant’s telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

     Indicate, by check mark, if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes   x

     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   x   No    o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes   x   No    o

     The aggregate market value of the voting common equity held by non-affiliates was $425.6 million on June 30, 2004.

     The number of shares of Registrant’s Class A Common Stock outstanding on March 16, 2005 was 18,597,166. The number of shares of Registrant’s Class B Common Stock outstanding on March 16, 2005 was 1,219,031.

     Portions of the Proxy Statement of the Registrant relating to the Annual Meeting of Shareholders are incorporated in Part III of this report. The financial statements of Bluegreen Corporation are incorporated in Part II of this report from Bluegreen Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the SEC on March 16, 2005.

PART I

     Some of the statements contained or incorporated by reference herein include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act” ), that involve substantial risks and uncertainties. Some of the forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect,” “will,” “should,” “seeks” or other similar expressions. Forward-looking statements are based largely on management’s expectations and involve inherent risks and uncertainties including certain risks described in this report. When considering those forward-looking statements, you should keep in mind the risks, uncertainties and other cautionary statements made in this report. You should not place undue reliance on any forward-looking statement, which speaks only as of the date made. In addition to the risks identified below, you should refer to the other risks and uncertainties discussed throughout this document for specific risks which could cause actual results to be significantly different from those expressed or implied by those forward-looking statements. Some factors which may affect the accuracy of the forward-looking statements apply generally to the real estate industry, while other factors apply directly to us. Any number of important factors which could cause actual results to differ materially from those in the forward-looking statements include: the impact of economic, competitive and other factors affecting the Company and its operations, including the impact of hurricanes and tropical storms in the areas in which we operate, and that the hurricanes of 2004 may have a greater impact on operations than currently anticipated or that costs associated with hurricane damage to our homes and property may be greater than currently anticipated; the market for real estate generally and in the areas where the Company has developments, including the impact of market conditions on the Company’s margins; unanticipated delays in opening planned new communities; the availability and price of land suitable for development; shortages and increased costs of construction materials and labor; the effects of increases in interest rates; environmental factors, the impact of governmental regulations and requirements (including delays in obtaining necessary permits and approvals as a result of the reallocation of government resources based on hurricane related issues in the areas in which we operate); the Company’s ability to successfully integrate the operations of Bowden Building Corporation; the Company’s ability to timely deliver homes from backlog and successfully manage growth; and the Company’s success at managing the risks involved in the foregoing. Many of these factors are beyond our control. The Company cautions that the foregoing factors are not exclusive.

ITEM 1. BUSINESS

General Description of Business

     We are a homebuilding and real estate development company with activities throughout the Southeastern United States. We were organized in December 1982 under the laws of the State of Florida. Until December 31, 2003, we were a wholly owned subsidiary of BankAtlantic Bancorp, Inc, a diversified financial services holding company (“BankAtlantic Bancorp”). We refer you to the discussion below for a description of our spin-off on December 31, 2003 from BankAtlantic Bancorp.

     Our Internet website address is www.levittcorporation.com. Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports are available free of charge through our website, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Our Internet website and the information contained in or connected to our website are not incorporated into this Annual Report on Form 10-K.

     We primarily develop single-family homes and master-planned communities, but we also develop, on a limited basis, commercial and industrial properties and multi-family complexes. In our single-family communities, we specialize in serving active adults and families who desire design flexibility and customization to our standard production homes. The standard base price for the homes we sell is between $110,000 and $350,000, but our final closing price is usually higher due to design modifications, customizations and lot premiums. For 2004, the average contract price of the homes we delivered was $222,000. In our master-planned communities, we generate substantial revenue from large acreage and finished lot sales to third-party residential, commercial and industrial developers, as well as create opportunities for our homebuilding activities.

     Our principal real estate activities are conducted through our Homebuilding and Land Divisions. Our Homebuilding Division consists of the operations of our wholly-owned homebuilding subsidiaries Levitt and Sons, LLC, (“Levitt and Sons”) and Bowden Building Corporation (“Bowden”). Our Land Division consists of the operations of Core

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Communities, LLC, our wholly-owned master-planned community development subsidiary (“Core Communities”). We also engage in commercial real estate activities through Levitt Commercial, LLC, our wholly-owned commercial development subsidiary (“Levitt Commercial”), and we invest in other real estate projects through subsidiaries and various joint ventures. In addition, we own approximately 31% of publicly traded Bluegreen Corporation (“Bluegreen”, NYSE: BXG), which acquires, develops, markets and sells vacation ownership interests in “drive-to” vacation resorts as well as residential home sites around golf courses or other amenities.

     Levitt and Sons is a real estate developer and residential homebuilder specializing in both active adult and family communities. Levitt and Sons and its predecessors have built more than 200,000 homes since 1929. It has strong brand awareness as America’s oldest homebuilder and is recognized nationally for having built the Levittown communities in New York, New Jersey and Pennsylvania. We acquired Levitt and Sons in December 1999. Bowden is a homebuilder of family communities headquartered in Memphis, Tennessee. Acquired in April 2004, Bowden has established itself as one of the leading homebuilders in Memphis and Northern Mississippi over the last 30 years.

     Core Communities develops master-planned communities and has two existing communities in South Florida. Our original and best-known community, St Lucie West, has been the fastest growing community on Florida’s Treasure Coast since we acquired it in October 1997. St. Lucie West is a 4,600-acre community with approximately 6,000 built and occupied homes, numerous businesses, a university campus and the New York Mets’ spring training facility. Our second master-planned community, Tradition, is expected to include as many as 18,000 residences, a corporate park, educational facilities, commercial properties and mixed-use parcels. Tradition is expected to ultimately cover more than 8,000 acres, including approximately five miles of frontage along I-95, a major north/south interstate highway.

Spin-off from BankAtlantic Bancorp

     On December 31, 2003, BankAtlantic Bancorp completed the spin-off of Levitt Corporation by means of a pro rata distribution to its shareholders of all of our issued and outstanding capital stock. Prior to the spin-off, we were a wholly owned subsidiary of BankAtlantic Bancorp. As a result of the spin-off, BankAtlantic Bancorp no longer owns any shares of our capital stock. However, at the time of the spin-off, BFC Financial Corporation was the holder of all of the issued and outstanding shares of BankAtlantic Bancorp’s Class B common stock and approximately 15.3% of the issued and outstanding shares of BankAtlantic Bancorp’s Class A common stock. As a result, BFC Financial Corporation held the same relative percentages of our Class A and Class B Common stock at the date of the spin-off. In the aggregate, BFC Financial Corporation’s investment currently represents approximately 53% of the total voting power of all of our common stock.

     Prior to the spin-off, BankAtlantic Bancorp also transferred to us 1.2 million shares of Bluegreen common stock owned directly by it in exchange for a $5.5 million note and additional shares of our common stock (which were included in the spin-off). This $5.5 million note was repaid in April 2004 with the proceeds of the equity offering described below. Additionally, prior to the spin-off, we declared an $8.0 million dividend to BankAtlantic Bancorp payable in the form of a five-year term note due December 30, 2008 with interest only payable monthly initially at the prime rate and thereafter at the prime rate plus increments of an additional 0.25% every six months commencing December 2004.

Registered Equity Offering

     In April 2004 we sold 5,000,000 shares of Class A common stock in an underwritten public offering at a price of $24.50 per share. Net proceeds from the sale totaled approximately $114.8 million, after underwriting discounts, commissions and offering expenses. Approximately $12.0 million of the net proceeds of the offering was used to repay indebtedness (including the $5.5 million note described above), $7.4 million was used to fund the Bowden acquisition and $67.0 million was transferred to our operating subsidiaries (including Bowden) to provide funds for their growth. The balance of the funds will be used to fund our operations and growth and for general corporate purposes. Please see “Liquidity and Capital Resources.”

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Business Strategy

Our business strategy involves the following principal elements:

     Build and sell homes profitably in strong growth markets throughout Florida and other markets in the Southeastern United States. Currently, we build homes primarily throughout Florida and since our acquisition of Bowden in metropolitan Memphis, Tennessee (including Northern Mississippi). Additionally, we have acquired land and entered into land purchase contracts to support the expansion of our homebuilding activities into the metropolitan Atlanta, Georgia and Nashville, Tennessee markets. Our markets are expected to remain strong due to favorable demographic and economic trends, such as retiring “Baby Boomers” and continuing new employment opportunities. As we complete existing developments in these markets, we expect to acquire new land to replenish and increase our real estate inventory.

     Continue to acquire land and to develop master-planned communities in desirable markets. We intend to acquire land parcels in desirable markets that are suited for developing large master-planned communities. Generally, land sale revenues tend to be sporadic and fluctuate more than home sale revenues, but land sale transactions result in higher margins, which typically exceed 40%. Our land development activities in our master-planned communities complement our homebuilding activities by offering a potential source of land for future homebuilding. At the same time, our homebuilding activities complement our master-planned community development activities since we believe that its strong merchandising and quality developments support future land sales in our master-planned communities. We expect that our Homebuilding Division will continue to purchase land for its residential home developments in our master-planned communities in the future.

     Explore joint ventures and/or acquisitions to expand our penetration throughout the United States. We believe that our brands and our core competence as a homebuilder and real estate developer can be extended to new markets both inside and outside of Florida and the Southeastern United States. We plan to supplement our growth through selective acquisitions and joint ventures in both new and existing markets to enable us to more rapidly extend our competencies in active adult communities and land development.

     Maintain a conservative risk profile. We attempt to apply a disciplined risk management approach to our business activities. Other than our model homes, the majority of our homes are pre-sold before construction begins. We generally require customer deposits of 5% to 10% of the base sales price of our homes, and we require a higher percentage deposit for design customizations and upgrades. As a result, we strengthen our backlog and lower our risk of cancellation. We seek to maintain our homebuilding land inventory at levels that can be absorbed within three to five years. While our land inventory in Tradition, our newest master-planned community, can support eight to ten years of development, we can mitigate the risk associated with this investment by selling parcels to other developers throughout the development period. Alternatively, early sales can provide us with funds that allow us to assemble substantially more acreage with less required additional capital investment. We also utilize this early sales strategy to improve the attractiveness of the development. For instance, we sold approximately 1,000 acres adjacent to Tradition in 2003 which we expect to be developed with one or more golf courses, thereby adding an attractive amenity to the area near the development.

     Utilize community development districts to fund development costs. We establish community development or improvement districts to access bond financing to fund infrastructure and other projects at our master-planned community developments. The ultimate owners of the property within the district are responsible for amounts owed on these bonds. Generally, no payments under the bonds are required from property owners during the first two years after issuance. While we are responsible for any assessed amounts until the underlying property is sold, this strategy allows us to more effectively manage the cash required to fund development of the project.

     Pursue other strategic real estate opportunities. Currently, we own approximately 31% of the outstanding common stock of Bluegreen. Bluegreen is an independently operated company that primarily acquires, develops, markets and sells vacation ownership interests in “drive-to” resorts and develops and sells residential home sites around golf courses or other amenities. We believe that our investment in Bluegreen will be beneficial because the investment diversifies our real estate activities. In the future, we may pursue strategic investments in other real estate related businesses.

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Business Segments

     Management reports results of operations through three segments: Homebuilding, Land and Other Operations. The presentation and allocation of the assets, liabilities and results of operations of each segment may not reflect the actual economic costs of the segment as a stand-alone business. If a different basis of allocation were utilized, the relative contributions of the segment might differ but, in management’s view, the relative trends in segments would not likely be impacted. See Note 20 to our audited financial statements.

Homebuilding Division

     Our Homebuilding Division develops planned communities featuring homes with closing prices ranging from $110,000 to over $400,000. Our communities serve homeowners aged 55 and older (active adults) and families. The communities currently under development or under contract and relevant data as of December 31, 2004 are as follows:

     The properties under contract listed above represent properties for which due diligence has been completed as of December 31, 2004 which our Homebuilding Division has he right to acquire at an aggregate purchase price of $100.7 million. While financing is not yet finalized for these properties, these transactions are expected to close by the end of 2006. At December 31, 2004, our Homebuilding Division also had contracts to acquire 10 additional properties for which due diligence had not been completed. These additional properties, which are not included in the above table, would add approximately 3,300 units for an aggregate purchase price of approximately $104.1 million.

     Our Homebuilding Division is also participating in a joint venture that constructed a condominium project in Boca Raton, Florida known as “Boca Grand” in which we have a 47.5% interest. The project includes 164 residential units and approximately 20,000 square feet of commercial space. At December 31, 2004, all 164 residential units had been delivered, and the joint venture was in the process of selling the remaining 4,100 square feet of commercial space.

     At December 31, 2004, our homebuilding backlog (excluding joint ventures) was 1,814 units, or $448.6 million. Backlog represents the number of units subject to pending sales contracts. Homes included in backlog include homes that have been completed, but on which title has not been transferred, homes not yet completed and homes on which construction has not begun.

Land Division

     Core Communities was founded in May 1996 to develop a master-planned community in Port St. Lucie, Florida now known as St. Lucie West. It is currently developing the master-planned community known as Tradition. As a master-planned community developer, Core Communities engages in three primary activities: (i) the acquisition of large tracts of

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raw land; (ii) planning, entitlement and infrastructure development; and (iii) the sale of entitled land and/or developed lots to homebuilders (including Levitt and Sons) and commercial, industrial and institutional end-users.

     St. Lucie West is a 4,600 acre master-planned community located in St. Lucie County, Florida. It is bordered by Interstate 95 to the west and Florida’s Turnpike to the east. St. Lucie West contains residential, commercial and industrial developments. Within the community, residents are close to recreational and entertainment facilities, houses of worship, retail businesses, medical facilities and schools. PGA of America owns and operates a golf course and a country club. The community’s baseball stadium, Tradition Field, serves as the spring training headquarters for the New York Mets. There are more than 6,000 homes in St. Lucie West housing nearly 15,000 residents. At December 31, 2004, approximately 18 acres remained available for sale in this project.

     Tradition is located approximately two miles south of St. Lucie West, includes approximately five miles of frontage on I-95, and will cover more than 8,000 total acres (with approximately 5,900 saleable acres). Tradition is being developed as a master-planned community including a corporate park, educational facilities, commercial properties, residential homes and other uses in a series of mixed-use parcels. Community Development District special assessment bonds are being utilized to provide financing for certain infrastructure developments.

     At December 31, 2004, our Land Division owned approximately 7,000 gross acres in Tradition, including approximately 4,600 saleable acres. First phase development is underway at the Tradition project and is expected to continue into 2006. First phase development includes the construction of primary access to I-95 and of connector roadways from the interior of Tradition out to the highway, construction of the storm water infrastructure, commercial pod development and residential lot development. Through December 31, 2004, Core Communities had entered into contracts with nine homebuilders for the sale of a total of 1,748 acres in the first phase residential development at Tradition, of which 1,230 acres had been delivered at year-end 2004. There is no assurance that all of these transactions will be consummated. In the fourth quarter of 2004, we contracted with an unaffiliated third party for the bulk sale of five non-contiguous parcels of land adjacent to Tradition consisting of 1,294 acres for $64.7 million. This transaction was consummated in January 2005.

     Our Land Division’s land in development and relevant data as of December 31, 2004 were as follows:

Other Operations

     Other operations consist of Levitt Commercial, an investment in Bluegreen Corporation, investments in joint ventures and other real estate interests, and holding company operations.

Levitt Commercial

     Levitt Commercial was formed in 2001 to develop industrial, commercial, retail and residential properties. Levitt Commercial currently has four flex warehouse projects under development, which were in various stages of completion as of December 31, 2004.

     Levitt Commercial also has a 20% partnership interest in Altman Longleaf, LLC which owns a 20% interest in a joint venture known as The Preserve at Longleaf Apartments, LLLP, which is developing a 298-unit apartment complex in Melbourne, Florida. An affiliate of our joint venture partner is the general contractor. Construction commenced on the development in 2004.

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     Levitt Commercial’s projects currently under development and relevant data as of December 31, 2004 are as follows:

     At December 31, 2004, Levitt Commercial was under contract to acquire property for a purchase price of $3.5 million for the construction of 90 town home units. The due diligence period provided under this contract expires in May 2005 and there is no assurance that Levitt Commercial will consummate this transaction.

Bluegreen Corporation

     We currently own approximately 9.5 million shares of the outstanding common stock of Bluegreen, which represents approximately 31% of that company’s issued and outstanding common stock. Bluegreen is a leading provider of leisure products and lifestyle choices through its vacation ownership and residential land businesses. Bluegreen is organized into two divisions: Bluegreen Resorts and Bluegreen Communities.

     Bluegreen Resorts acquires, develops and markets vacation ownership interests in resorts generally located in popular, high-volume, “drive-to” vacation destinations. Bluegreen sells vacation ownership interests in its Bluegreen Vacation Club^® product through sales offices at all of its owned resorts and at four off-site sales offices. A vacation ownership interest in any of Bluegreen’s resorts entitles the buyer to an annual allotment of “points” in perpetuity in the Bluegreen Vacation Club.^® These points may be exchanged for stays at any of Bluegreen’s participating, fully-furnished vacation resorts or for other vacation options, including cruises and stays at approximately 3,700 resorts offered by a worldwide vacation ownership exchange network. Bluegreen currently develops, markets and sells vacation ownership interests in 17 resorts located in the United States and one resort located in the Caribbean.

     Bluegreen Communities acquires, develops and subdivides property and markets the subdivided residential homesites to retail customers seeking to build a home in a high quality residential setting. In some cases these properties feature a golf course and/or other amenities. The strategy of this division is to locate its projects near major metropolitan centers (but outside the perimeter of intense subdivision development) or in popular retirement areas. Bluegreen has focused this division’s activities in certain core markets in which Bluegreen has developed substantial marketing expertise.

     Bluegreen also generates significant interest income through its financing of individual purchasers of vacation ownership interests and, to a lesser extent, homesites sold by its Bluegreen Communities division.

Other Investments and Joint Ventures

     In October 2004, a wholly-owned subsidiary acquired an 80,000 square foot office building in Fort Lauderdale, Florida for $16.2 million. While we intend to utilize some or all of this building as our corporate headquarters in the future, the building is currently fully leased and occupied and generating rental income.

     From time to time, we seek to defray portions of risk associated with certain real estate projects by entering into joint ventures. For example, we currently own an interest in Brittany Bay at Andros Isles, Ltd., a Florida limited partnership formed to develop a single family attached residential development consisting of 222 units located in West Palm Beach, Florida. At December 31, 2004, the venture had closed on all 222 units and had begun winding down operations. We own a 39.9% limited partnership interest in this venture and BankAtlantic Venture Partners 3, Inc., our subsidiary and a co-general partner, owns a 0.1% general partnership interest. The remaining partnership interests are held by unaffiliated third parties.

     Additionally, we own an interest in Fairways at Grand Harbor, Ltd., a Florida limited partnership organized to develop 257 luxury rental apartments in Vero Beach, Florida. We own a 44.5% limited partnership interest in this venture and BankAtlantic Venture Partners 2, Inc., our subsidiary and a co-general partner, owns a 0.5% general partnership interest. The remaining partnership interests are held by unaffiliated third parties. The rental apartment property was sold

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to an unaffiliated third party in January 2004. The partnership continues to provide rental management services at neighboring Grand Harbor.

Competition

     The real estate development and homebuilding industries are highly competitive and fragmented. Competitive overbuilding in local markets, among other competitive factors, could materially adversely affect homebuilders in the affected market. Homebuilders compete for financing, raw materials and skilled labor, as well as for the sale of homes. Additionally, competition for prime properties is intense and the acquisition of such properties may become more expensive in the future to the extent demand and competition increase. We compete with other local, regional and national real estate companies and homebuilders, often within larger subdivisions designed, planned and developed by such competitors. Some of our competitors have greater financial, marketing, sales and other resources than we do.

     In addition, there are relatively low barriers to entry into our business. There are no required technologies that would preclude or inhibit competitors from entering our markets. Our competitors may independently develop land and construct products that are superior or substantially similar to our products. A substantial portion of our operations are in Florida, which contains some of the top markets in the nation, and therefore we expect to continue to face additional competition from new entrants into our markets.

Employees

     As of December 31, 2004, we employed a total of 527 full-time employees and 32 part-time employees. The breakdown of employees by division is as follows:

     Our employees are not represented by any collective bargaining agreements and we have never experienced a work stoppage. We believe our employee relations are good.

     Our future success is heavily dependent upon our ability to hire and retain qualified marketing, sales and management personnel. The competition for such personnel is intense in the real estate industry. There can be no assurance that we will be able to continue to attract and retain qualified management and other personnel.

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Cyclicality; Seasonality and Other Risk Factors

     The real estate industry is highly cyclical by nature and future market conditions are uncertain. Factors which adversely affect the real estate and homebuilding industries, many of which are beyond our control include:

	•	the availability and cost of financing;
	•	unfavorable interest rates and increases in inflation;
	•	overbuilding or decreases in demand;
	•	changes in the general availability of land and competition for available land;
	•	construction defects and warranty claims arising in the ordinary course of business or otherwise, including mold related property damage and bodily injury claims and homeowner and homeowners’ association lawsuits;
	•	potential adverse customer reaction to the requirement to assume Community Development District bond obligations;
	•	changes in national, regional and local economic conditions;
	•	cost overruns, inclement weather, and labor and material shortages;
	•	the impact of present or future environmental legislation, zoning laws and other regulations;
	•	availability, delays and costs associated with obtaining permits, approvals or licenses necessary to develop property; and
	•	increases in real estate taxes and other governmental fees.

     In addition, a substantial majority of our operations involve the development and sale of properties solely in the State of Florida. The Florida market is subject to the risks of natural disasters such as hurricanes and tropical storms and we will be subject to adverse changes in the economy in Florida.

Governmental and Environmental Matters

     We are subject to laws, ordinances and regulations of various federal, state and local governmental entities and agencies concerning, among other things:

	•	environmental matters, including the presence of hazardous or toxic substances;
	•	wetland preservation;
	•	health and safety;
	•	zoning, land use and other entitlements;
	•	building design; and
	•	density levels.

     In developing a project and building homes, apartments or commercial properties, we may be required to obtain the approval of numerous governmental authorities regulating matters such as:

	•	installation of utility services such as gas, electric, water and waste disposal;
	•	the dedication of acreage for open space, parks and schools;
	•	permitted land uses; and
	•	the construction design, methods and materials used.

     These laws or regulations could, among other things:

	•	establish building moratoriums;
	•	limit the number of homes, apartments or commercial properties that may be built;
	•	change building codes and construction requirements affecting property under construction;
	•	increase the cost of development and construction;
	•	delay development and construction; and
	•	otherwise have a material adverse effect on the real estate industry in general and on our business, financial condition and results of operations, specifically.

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     We may also at times not be in compliance with all regulatory requirements. If we are not in compliance with regulatory requirements, we may be subject to penalties or we may be forced to incur significant expenses to cure any noncompliance. In addition, some of our land and some of the land that we may acquire has not yet received planning approvals or entitlements necessary for planned development or future development. Failure to obtain entitlements necessary for further development of this land on a timely basis or to the extent desired may adversely affect our future results and prospects.

     Several governmental authorities have also imposed impact fees as a means of defraying the cost of providing certain governmental services to developing areas, and many of these fees have increased significantly during recent years.

     We consider the costs of compliance with environmental regulations to be part of the ordinary course of our business, and such compliance has not had any material adverse effect on the Company.

Controlling Shareholder

     As of December 31, 2004, BFC Financial Corporation owned 1,219,031 shares of our Class B common stock, which represented all of our issued and outstanding Class B common stock, and 2,074,240 shares, or approximately 11%, of our issued and outstanding Class A common stock. In the aggregate these shares represent approximately 53% of our total voting power. Since the Class A common stock and Class B common stock vote as a single group on most matters, BFC Financial Corporation is in a position to control our company and elect a majority of our Board of Directors. Additionally, Alan B. Levan, our Chairman and Chief Executive Officer, and John E. Abdo, our Vice Chairman and President, beneficially own approximately 45% and 20% of the shares of BFC Financial Corporation, respectively. As a consequence, Alan B. Levan and John E. Abdo effectively have the voting power to control the outcome of any shareholder vote of Levitt Corporation, except in those limited circumstances where Florida law mandates that the holders of our Class A common stock vote as a separate class. BFC Financial Corporation’s interests may conflict with the interests of our other shareholders, and BFC Financial Corporation’s control position may have an adverse effect on the market price of our Class A common stock.

ITEM 2. PROPERTIES

     The Company’s principal and executive offices are located at 1750 East Sunrise Boulevard, Fort Lauderdale, Florida 33304. Levitt Corporation occupies these offices pursuant to an agreement with BFC Financial Corporation, which leases the property from BankAtlantic, a wholly-owned subsidiary of BankAtlantic Bancorp. BankAtlantic has purchased another property to be used as its executive offices, and it is expected that Levitt Corporation will also move to that building under a new lease in the spring of 2005. In October 2004 we purchased an occupied office building in Fort Lauderdale, Florida that we intend to use as our executive offices when space becomes available upon termination or modification of the existing lease. In addition, the Company and its subsidiaries occupy administrative space in various locations in Florida, Georgia and Tennessee under leases that expire at various dates through 2010.

ITEM 3. LEGAL PROCEEDINGS

     Following the impact of three hurricanes in August and September, 2004, some purchasers of Levitt and Sons’ homes in Central Florida reported water intrusion damage as a result of the repeated wind storms. Although we believe that Levitt and Sons was under no legal, contractual or other obligation to make repairs to homes damaged by the hurricanes, Levitt and Sons nevertheless agreed to address water intrusion complaints by repairing stucco (including any necessary re-painting), and replacing drywall, insulation, and other materials damaged by water intrusion. Levitt and Sons retained an independent engineering firm to inspect each damaged home and to provide recommendations for repair.

     Separately, after the third hurricane, numerous homeowners delivered letters to Levitt and Sons pursuant to Florida Statutes Chapter 558 alleging construction defects in their homes. Pursuant to Chapter 558, Florida Statutes, formal notice to the builder and an opportunity to cure the alleged defect(s) is a pre-condition to the filing of any suit for construction defects. For each Chapter 558 claimant, Levitt and Sons delivered a copy of the inspection report (as contemplated by the statute) and requested the homeowners’ consent to make repairs in accordance with the engineers’ recommendations. Upon receipt of the homeowners’ consent, Levitt and Sons performed the recommended repairs at no cost at approximately 600 homes. A majority of Levitt and Sons’ Central Florida homeowners agreed to allow Levitt and Sons to address their water intrusion complaints, and most of those repairs have been completed.

     Under Florida law, the fact that a homeowner has agreed to allow Levitt and Sons to make identified repairs does not limit such homeowner’s right to pursue available legal remedies, including through litigation. A law firm in Miami claims to represent approximately 50 homeowners in a particular Central Florida Levitt and Sons’ subdivision in connection with their Chapter 558 claims. To our knowledge, no lawsuits have been filed as of this date with respect to these matters, however the Miami law firm has indicated that it may file a lawsuit on behalf of its client homeowners.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

     Our Class A common stock is listed on the New York Stock Exchange under the symbol “LEV.” BFC Financial Corporation (“BFC”) is the sole holder of the Company’s Class B common stock and there is no trading market for the Company’s Class B common stock. The Class B common stock may only be owned by BFC or its affiliates and is convertible into Class A common stock at the discretion of the holder on a one-for-one basis.

     The quarterly high and low sale price of our Class A common stock on the New York Stock Exchange (“NYSE”) for the year ended December 31, 2004 are presented in the following table. Our Class A common stock commenced two-way trading on the NYSE on January 2, 2004. Prior to January 1, 2004, we were a wholly-owned subsidiary of BankAtlantic Bancorp.

     The stock prices do not include retail mark-ups, mark-downs or commissions. On March 11, 2005, the closing sale price of our Class A common stock as reported on the NYSE was $27.63 per share.

     On May 13, 2004, the Company submitted its Annual Section 303A.12(a) Certification to the NYSE. Pursuant to this filing, the Chief Financial Officer provided an unqualified certification that, as of the date of the certification, he was not aware of any violation by the Company of the Corporate Governance Listing Standards of the NYSE.

Holders

     On March 9, 2005, there were approximately 12,650 record holders and 18,597,166 shares of the Class A common stock issued and outstanding. Our controlling shareholder BFC Financial Corporation holds all 1,219,031 shares of Class B common stock.

Dividends

     On each of July 26, 2004, October 25, 2004 and January 24, 2005 our Board of Directors declared cash dividends of $0.02 per share on our Class A common stock and Class B common stock. These dividends were paid in August 2004, November 2004 and February 2005, respectively. The Board has not adopted a policy of regular dividend payments. The payment of dividends in the future is subject to approval by our Board of Directors and will depend upon, among other factors, our results of operations and financial condition. We cannot assure you that we will declare additional cash dividends in the future.

Securities Authorized for Issuance under Equity Compensation Plans

     The following table contains information, as of December 31, 2004, concerning our equity compensation plans for which we have previously obtained shareholder approval and those equity compensation plans for which we have not previously obtained shareholder approval:

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ITEM 6. SELECTED FINANCIAL DATA

     The following table sets forth selected consolidated financial data as of and for the years ended December 31, 2000 through 2004. Certain selected financial data presented below as of December 31, 2004, 2003, 2002, 2001 and 2000 and for each of the years in the five-year period ended December 31, 2004, are derived from our audited consolidated financial statements. Our financial statements were audited by KPMG LLP, an independent certified public accountants, with respect to 2001 and 2000, and by PricewaterhouseCoopers LLP, an independent registered certified public accounting firm, with respect to 2004, 2003 and 2002. This table is a summary and should be read in conjunction with the consolidated financial statements and related notes thereto which are included elsewhere in this report.