Cover and table of contents
7K characters. Original on sec.gov ·
Cover and table of contents
10-K 1 w77487e10vk.htm FORM 10-K
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) |
For the transition period from to
Commission file number 1-12378
NVR, Inc.
(Exact name of registrant as specified in its charter)
| Virginia | 54-1394360 | |
| (State or other jurisdiction of incorporation or organization) | (IRS employer identification number) |
| 11700 Plaza America Drive, Suite 500 Reston, Virginia | 20190 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (703) 956-4000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
| Common stock, par value $0.01 per share 5% Senior Notes due 2010 | New York Stock Exchange New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No þ
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
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. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12-2 of the Exchange Act. (Check One):
| Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a Smaller Reporting Company) | Smaller Reporting Company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
The aggregate market value of the voting stock held by non-affiliates of NVR, Inc. on June 30, 2009, the last business day of NVR, Inc.’s most recently completed second fiscal quarter, was approximately $2,752,200,000.
As of February 24, 2010 there were 6,115,348 total shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement of NVR, Inc. to be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934 on or prior to April 30, 2010 are incorporated by reference into Part III of this report.
INDEX
| Page | ||||||||
| PART I | ||||||||
| Item 1. | Business | 2 | ||||||
| Item 1A. | Risk Factors | 6 | ||||||
| Item 1B. | Unresolved Staff Comments | 12 | ||||||
| Item 2. | Properties | 12 | ||||||
| Item 3. | Legal Proceedings | 12 | ||||||
| Item 4. | Submission of Matters to a Vote of Security Holders | 13 | ||||||
| Executive Officers of the Registrant | 13 | |||||||
| PART II | ||||||||
| Item 5. | Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 14 | ||||||
| Item 6. | Selected Financial Data | 15 | ||||||
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 16 | ||||||
| Item 7A. | Quantitative and Qualitative Disclosure About Market Risk | 39 | ||||||
| Item 8. | Financial Statements and Supplementary Data | 41 | ||||||
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 41 | ||||||
| Item 9A. | Controls and Procedures | 41 | ||||||
| Item 9B. | Other Information | 41 | ||||||
| PART III | ||||||||
| Item 10. | Directors, Executive Officers, and Corporate Governance | 42 | ||||||
| Item 11. | Executive Compensation | 42 | ||||||
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 42 | ||||||
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 43 | ||||||
| Item 14. | Principal Accountant Fees and Services | 43 | ||||||
| PART IV | ||||||||
| Item 15. | Exhibits and Financial Statement Schedules | 43 | ||||||
| EX-10.28 | ||||||||
| EX-21 | ||||||||
| EX-23 | ||||||||
| EX-31.1 | ||||||||
| EX-31.2 | ||||||||
| EX-32 |
Table of Contents
PART I