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Item 9A. Controls and Procedures

2023-01-26 compared with 2022-01-28 · 26 added, 25 removed, 184 unchanged (22% of the section changed)

58 unchanged sentences

The information required by this item is incorporated by reference to our definitive proxy statement, which will be filed with the Securities and Exchange Commission not later than March 30, 2023 (120 days after the end of our fiscal year).

Principal Accounting Fees and Services.

Principal Accountant Fees and Services.

3 unchanged sentences

Financial Statements Page in

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Balance Sheets as of November 30, 2022 and 2021

9 unchanged sentences

3.1 Restated Certificate of Incorporation of the Company, dated January 14, 2015, as amended by the Certificate of Amendment to Restated Certificate of Incorporation of the Company, dated February 12, 2018 - Incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2019.

3.2 Bylaws of the Company, as amended effective June 26, 2019 - Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, dated June 26, 2019.

3.2 Bylaws of the Company, as amended effective September 28, 2022 - Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, dated September 28, 2022.

4.1 Description of Capital Stock - Incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2019.

1 unchanged sentence

333-45527, filed with the Commission on February 3, 1998.

4.3 Indenture, dated October 23, 2012, between Lennar and The Bank of New York Mellon Trust Company, N.A., as trustee (relating to Lennar’s 4.750% Senior Notes due 2022) - Incorporated by reference to Exhibit 4.12 of the Company's Annual Report on Form 10-K, for the fiscal year ended November 30, 2012.

4.3 Tenth Supplemental Indenture, dated as of April 28, 2015, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, including the form of 4.750% Senior Notes due 2025 - Incorporated by reference to Exhibit 4.14 of the Company’s Current Report on Form 8-K, dated April 28, 2015.

5 unchanged sentences

4.9 Indenture, dated as of February 20, 2018, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, governing the 5.00% Senior Notes due June 15, 2027 (including the forms of 5.00% Senior Notes due June 15, 2027) - Incorporated by reference to Exhibit 4.8 of the Company’s Current Report on Form 8-K, dated February 16, 2018.

10.1* Lennar Corporation 2016 Equity Incentive Plan - Incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 2, 2016.

10.2* Lennar Corporation 2016 Incentive Compensation Plan, as Amended and Restated effective January 12, 2022– Filed herewith.

10.3 Seventh Amended and Restated Credit Agreement, dated as of April 11, 2019, among Lennar Corporation, as borrower, JPMorgan Chase Bank, N.A., as issuing lender and administrative agent, the several lenders from time to time parties thereto, and the other parties and agents thereto - Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated April 11, 2019.

10.4 Seventh Amended and Restated Guarantee Agreement, dated as of April 11, 2019, among certain of Lennar Corporation’s subsidiaries in favor of guaranteed parties referred to therein - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated April 11, 2019.

10.1* Lennar Corporation 2016 Equity Incentive Plan (Amended and Restated Effective January 12, 2022) - Incorporated by reference to Exhibit A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 1, 2022.

10.2* Lennar Corporation 2016 Incentive Compensation Plan, as Amended and Restated effective January 12, 2022 - Incorporated by reference to Exhibit 10.2 of the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2021.

10.3 Eighth Amended and Restated Credit Agreement, dated as of May 23, 2022, among Lennar Corporation, as borrower, JPMorgan Chase Bank, N.A., as issuing lender and administrative agent, the several lenders from time to time parties thereto, and the other parties and agents thereto - Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated May 23, 2022.

10.4 Eighth Amended and Restated Guarantee Agreement, dated as of May 23, 2022, among certain of Lennar Corporation’s subsidiaries in favor of guaranteed parties referred to therein - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated May 23, 2022.

10.5 Form of Aircraft Time Sharing Agreement, dated February 12, 2015, between U.S.

1 unchanged sentence

10.6* Form of 2020 Award Agreement under the Company’s 2016 Equity Incentive Plan for Mr.

Beckwitt and Mr.

Jaffe - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated June 25, 2019.

10.7* 2020 Award Agreements under the Company’s 2016 Incentive Compensation Plan for Mr.

Beckwitt, Mr.

1 unchanged sentence

McCall - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated February 28, 2020.

10.7 Master Agreement, dated October 8, 2020, between AG Essential Housing Company 1, L.P.

and Essential Housing Financing, LLC - Incorporated by reference to Exhibit 10.12 of the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2020.

10.8* Form of 2021 Award Agreement under the Company’s 2016 Equity Incentive Plan for Mr.

2 unchanged sentences

McCall - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated February 26, 2021.

10.9 Master Agreement, dated October 8, 2020, between AG Essential Housing Company 1, L.P.

and Essential Housing Financing, LLC - Incorporated by reference to Exhibit 10.12 of the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2020

10.10* 2021 Award Agreements under the Company’s 2016 Incentive Compensation Plan for Mr.

10.9* 2022 Award Agreements under the Company’s 2016 Incentive Compensation Plan, as amended, for Mr.

Beckwitt, Mr.

6 unchanged sentences

McCall - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated February 28, 2022.

10.11* Amended and Restated 2022 Award Agreements under the Incentive Plan for Mr.

Beckwitt and Mr.

Jaffe - Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated November 17, 2022.

10.12* Form of the Amended and Restated 2022 Award Agreement under the Equity Plan for Mr.

Beckwitt and Mr.

Jaffe - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated November 17, 2022.

10.13* Form of the 2022 Award Agreement for Performance Shares granted under the Equity Plan for Mr.

Beckwitt and Mr.

Jaffe - Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, dated November 17, 2022.

21** List of subsidiaries.

22.1** List of guarantor subsidiaries.

23** Consent of Independent Registered Public Accounting Firm.

45 unchanged sentences

January 26, 2023

Gerard /S/ STEVEN L.

January 28, 2022

("Tig") Gilliam, Jr.

21 unchanged sentences

Allowances deducted from assets to which they apply:

Allowances for credit losses and notes and other receivables $ 2,394 79 59 ( 1 ) 2,531

Allowance for loan losses and loans receivable

$ 4,012 — ( 31 ) ( 1,890 ) 2,091

Allowance for credit losses against notes and other receivables $ 2,531 145 ( 497 ) — 2,179

Allowance for loan losses against loans receivable $ 2,091 9,127 — ( 88 ) 11,130

Allowance against net deferred tax assets

2 unchanged sentences

Allowances deducted from assets to which they apply:

Allowances for credit losses and notes and other receivables $ 3,379 661 ( 568 ) ( 1,078 ) 2,394

Allowance for loan losses and loans receivable

$ 4,122 795 17 ( 922 ) 4,012

Allowance for credit losses against notes and other receivables $ 2,394 79 59 ( 1 ) 2,531

Allowance for loan losses against loans receivable $ 4,012 — ( 31 ) ( 1,890 ) 2,091

Allowance against net deferred tax assets

2 unchanged sentences

Allowances deducted from assets to which they apply:

Allowances for credit losses and notes and other receivables $ 2,793 1,404 ( 344 ) ( 474 ) 3,379

Allowance for loan losses and loans receivable

$ 6,154 485 — ( 2,517 ) 4,122

Allowance for credit losses against notes and other receivables $ 3,379 661 ( 568 ) ( 1,078 ) 2,394

Allowance for loan losses against loans receivable $ 4,122 795 17 ( 922 ) 4,012

Allowance against net deferred tax assets

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures