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Cover and table of contents

10-K 1 nvr-10k_20161231.htm NVR-10K-20161231-FY

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2016

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 ☒ 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 ☒

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 ☒ 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 ☒ 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. ☐

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.

Large accelerated filer☒Accelerated 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 ☒

The aggregate market value of the voting stock held by non-affiliates of NVR, Inc. on June 30, 2016, the last business day of NVR, Inc.’s most recently completed second fiscal quarter, was approximately $6,489,296,000.

As of February 10, 2017 there were 3,704,206 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, 2017 are incorporated by reference into Part III of this report.

NVR, Inc.

Form 10-K

TABLE OF CONTENTS

Page
PART I
Item 1.Business1
Item 1A.Risk Factors4
Item 1B.Unresolved Staff Comments8
Item 2.Properties8
Item 3.Legal Proceedings9
Item 4.Mine Safety Disclosures9
Executive Officers of the Registrant9
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities11
Item 6.Selected Financial Data13
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations14
Item 7A.Quantitative and Qualitative Disclosure About Market Risk31
Item 8.Financial Statements and Supplementary Data33
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure33
Item 9A.Controls and Procedures33
Item 9B.Other Information33
PART III
Item 10.Directors, Executive Officers, and Corporate Governance33
Item 11.Executive Compensation33
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters34
Item 13.Certain Relationships and Related Transactions, and Director Independence34
Item 14.Principal Accountant Fees and Services34
PART IV
Item 15.Exhibits and Financial Statement Schedules35

PART I

Next: Item 1. Business.