Cover and table of contents

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Cover and table of contents

10-K 1 d250145d10k.htm 10-K

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

OR

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-12378

NVR, Inc.

(Exact Name of Registrant as Specified in its Charter)

Virginia54-1394360
(State or Other Jurisdiction of Incorporation or Organization)(IRS Employer Identification Number)
11700 Plaza America Drive, Suite 500 Reston, Virginia20190
(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 className of each exchange on which registered
Common stock, par value $0.01 per shareNew 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 x No ¨

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 ¨ No 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 ¨

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 x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) 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. x

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 12b-2 of the Exchange Act. (Check One):

Large accelerated filerxAccelerated filer¨
Non-accelerated filer¨ (Do not check if a Smaller Reporting Company)Smaller Reporting Company¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

The aggregate market value of the voting stock held by non-affiliates of NVR, Inc. on June 30, 2011, the last business day of NVR, Inc.’s most recently completed second fiscal quarter, was approximately $3,840,650,000.

As of February 17, 2012 there were 5,058,781 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, 2012 are incorporated by reference into Part III of this report.

Table of Contents

INDEX

Page
PART I
Item 1.Business2
Item 1A.Risk Factors6
Item 1B.Unresolved Staff Comments11
Item 2.Properties11
Item 3.Legal Proceedings12
Item 4.Mine Safety Disclosures13
Executive Officers of the Registrant13
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities13
Item 6.Selected Financial Data15
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations16
Item 7A.Quantitative and Qualitative Disclosure About Market Risk37
Item 8.Financial Statements and Supplementary Data40
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure40
Item 9A.Controls and Procedures40
Item 9B.Other Information40
PART III
Item 10.Directors, Executive Officers, and Corporate Governance41
Item 11.Executive Compensation41
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters41
Item 13.Certain Relationships and Related Transactions, and Director Independence42
Item 14.Principal Accountant Fees and Services42
PART IV
Item 15.Exhibits and Financial Statement Schedules42
Table of Contents

PART I

Next: Item 1. Business.