NVR (NVR) 10-K risk factor changes: FY2021 vs FY2020

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[added: Increases in prevailing interest rates] could have a material adverse effect on our sales, profitability, stock performance, ability to service our debt obligations and future cash flows.

In particular, during [removed: 2020,] [added: 2021,] approximately [removed: 18% and 7%] [added: 16%] of our home [removed: settlements occurred in the Washington, D.C. and Baltimore, MD metropolitan areas, respectively,] [added: settlements,] which accounted for [removed: approximately 24% and 10%, respectively,] [added: 22%] of our [removed: 2020] homebuilding [removed: revenues.][added: revenues, occurred in the Washington, D.C. metropolitan area.]

Thus, we are dependent to a significant extent on the economy and demand for housing in [removed: those areas.][added: that market.]

We must continuously [removed: seek and make acquisitions of] [added: acquire] lots for expansion into new markets as well as for replacement and expansion within our current markets, which we generally accomplish by entering into LPAs and paying forfeitable deposits under the LPAs to developers for the contractual right to acquire the lots.

[removed: All of the loans that we originate are] underwritten to the standards and specifications of the ultimate investor.

Insofar as we underwrite our originated loans to those standards, we bear no increased concentration of credit risk from the issuance of loans, except in certain limited instances where [added: repurchases or early payment default occur.]

As of December 31, [removed: 2020] [added: 2021] we had $1.5 billion in senior notes outstanding.

[added: Substantial losses by us or other action or inaction by us or our subsidiaries could result in the violation of] one or more of these covenants, which could result in decreased liquidity or a default on our current or future indebtedness, thereby having a material adverse effect on our sales, profitability, stock performance, ability to service our debt obligations and future cash flows.

Our business and operations could be adversely affected by health epidemics, including the [removed: recent] COVID-19 pandemic, impacting the markets, states and local communities in which we operate.

General uncertainty [removed: persists] [added: continues] regarding the near-term and long-term impact of the COVID-19 virus on the domestic and international economy and on public health.

The COVID-19 pandemic has [removed: adversely impacted and may continue to adversely] [added: had a significant] impact [added: on all facets of] our business.

[removed: To date, our] [added: Our] primary focus [removed: as we face this challenge] [added: during the pandemic] has been to do everything we can to ensure the safety and well-being of our employees, customers and trade partners.

[removed: We are operating] [added: In each of our markets, we continue to operate] in accordance with the guidelines issued by the Centers for Disease Control and Prevention, as well as state and local [removed: guidelines, in all of our markets.][added: guidelines.]

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All of the loans that we originate are

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In 2021, we had an external review of our cybersecurity program performed by a third party, which allowed us to enhance our overall program.

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Increases in prevailing interest rates

repurchases or early payment default occur.

Substantial losses by us or other action or inaction by us or our subsidiaries could result in the violation of

The COVID-19 pandemic has been declared a national emergency.

Efforts to contain the virus have led to significant disruptions to commerce, increased unemployment, lower consumer confidence and consumer demand for goods and services.

The duration, severity, and scope of the COVID-19 outbreak is highly uncertain.

State and local governments in every market in which we operate have instituted social distancing and other restrictions, which have resulted in significant changes to the way we conduct our homebuilding and mortgage banking businesses.

The full extent to which the COVID-19 pandemic will affect our operations cannot be predicted at this time, including, but not limited to, the duration and severity of the outbreak, governmental reactions and policies, the impact of such on our employees, customers and trade partners, and the length of time required for normal economic and operating conditions to resume.

There is no assurance that we will not face shutdowns similar to those we experienced in Pennsylvania and New York in April and May of 2020, in those or other markets in which we operate in future periods.

This section of this Form 10-K generally discusses [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

Discussions of [removed: 2018] [added: 2019] items and year-to-year comparisons between [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2019.][added: 2020.]

[removed: There] [added: Although current demand for new homes] is [removed: also] [added: strong, there is] uncertainty [removed: as to] [added: regarding] the [added: extent and timing of the supply chain disruption and the] effects of the [added: ongoing] pandemic and related economic relief efforts on the U.S. economy, [added: inflation,] unemployment, consumer confidence, demand for [removed: our] [added: new] homes and [removed: the mortgage market, including lending standards and secondary mortgage markets.][added: home affordability.]

[removed: We expect to continue to face gross] [added: As a result,] profit [removed: margin pressure which] [added: margins] will be impacted [removed: by] [added: based on] our ability to manage [removed: land and construction] [added: these] costs [removed: as well as] [added: while] balancing sales pace and pricing.

[removed: We] [added: Although we are unable to predict the extent to which this will impact our operational and financial performance, we] believe that we are well positioned to take advantage of opportunities that may arise from future economic and homebuilding market volatility due to the strength of our balance sheet.

This strategy allows us to gain valuable efficiencies and competitive advantages in our markets, which we believe contributes to minimizing the adverse effects of [added: regional economic cycles and provides growth opportunities within these markets.]

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We controlled approximately [removed: 103,000] [added: 122,800] lots under LPAs with third parties through deposits in cash and letters of credit totaling approximately [removed: $438,500] [added: $521,900] and [removed: $8,100,] [added: $10,100,] respectively.

Included in the number of controlled lots are approximately [removed: 7,700] [added: 4,900] lots for which we have recorded a contract land deposit impairment reserve of approximately [removed: $52,200] [added: $30,000] as of December 31, [removed: 2020.][added: 2021.]

We had an aggregate investment totaling approximately [removed: $23,600] [added: $20,300] in four JVs, expected to produce approximately [removed: 5,200] [added: 2,300] lots.

Of the lots to be produced by the JVs, approximately [removed: 2,200] [added: 1,900] lots were controlled by us and approximately [removed: 3,000] [added: 400] lots were either under contract with unrelated parties or currently not under contract.

We had additional funding commitments of approximately [removed: $5,100] [added: $2,700] under a joint development agreement related to one [removed: parcel,] [added: project,] a portion of which we expect will be offset by development credits of approximately [removed: $2,600.][added: $800.]

In addition to the lots we currently control as discussed above, we have certain properties under contract with land owners that are expected to yield approximately [removed: 6,100] [added: 15,500] lots.

These properties are controlled with cash deposits [removed: and letters of credit] totaling approximately [removed: $1,300 and $100, respectively,] [added: $5,300] as of December 31, [removed: 2020,] [added: 2021,] of which approximately [removed: $1,000] [added: $3,400] is refundable if we do not perform under the contract.

Our consolidated revenues for the year ended December 31, [removed: 2020] [added: 2021] totaled [removed: $7,536,923,] [added: $8,951,025,] an increase of [removed: 2%] [added: 19%] from [removed: $7,388,664] [added: $7,536,923] in [removed: 2019.][added: 2020.]

Our net income for [removed: 2020] [added: 2021] was [removed: $901,248,] [added: $1,236,719,] or [removed: $230.11] [added: $320.48] per diluted share, increases of [removed: 3%] [added: 37%] and [removed: 4%] [added: 39%] compared to [removed: 2019] [added: 2020] net income and diluted earnings per share, respectively.

Our homebuilding gross profit margin percentage was [added: 22.3% in 2021 compared to] 19.0% in [removed: both 2020 and 2019.][added: 2020.]

New orders, net of cancellations (“New Orders”) during [removed: 2020] [added: 2021] were [removed: 23,082, an increase] [added: 22,721, a decrease] of [removed: 18%] [added: 2%] from [removed: 2019] [added: 2020] while our average New Order sales price increased [removed: 3%] [added: 15%] to [removed: $380.1] [added: $436.1] in [removed: 2020.][added: 2021.]

Our backlog of homes sold but not yet settled with the customer as of December 31, [removed: 2020] [added: 2021] increased on a unit basis by [removed: 40%] [added: 10%] to [removed: 11,549] [added: 12,730] units and increased on a dollar basis by [removed: 46%] [added: 26%] to [removed: $4,575,899] [added: $5,782,035] when compared to December 31, [removed: 2019.][added: 2020.]

Income before tax from our mortgage banking segment totaled [removed: $140,073] [added: $171,604] in [removed: 2020,] [added: 2021,] an increase of [removed: 37%] [added: 23%] when compared to [removed: $101,916] [added: $140,073] in [removed: 2019] [added: 2020] due primarily to an increase in secondary marketing gains on sales of loans.

| | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Revenues | | | | | | $ | [removed: 7,328,889] [added: 8,701,693] | | | | | $ | [removed: 7,220,844] [added: 7,328,889] | | | | | $ | [removed: 7,004,304] [added: 7,220,844] | |

| Gross profit margin percentage | | | | | | [removed: 19.0] [added: 22.3] | | % | | | | 19.0 | | % | | | | [removed: 18.7] [added: 19.0] | | % |

| Selling, general and administrative expenses | | | | | | $ | [removed: 431,008] [added: 474,808] | | | | | $ | [removed: 447,547] [added: 431,008] | | | | | $ | [removed: 428,874] [added: 447,547] | |

| New orders (units) | | | | | | [removed: 23,082] [added: 22,721] | | | | | | [removed: 19,536] [added: 23,082] | | | | | | [removed: 18,281] [added: 19,536] | | |

| Average new order price | | | | | | $ | [removed: 380.1] [added: 436.1] | | | | | $ | [removed: 368.4] [added: 380.1] | | | | | $ | [removed: 376.3] [added: 368.4] | |

| Settlements (units) | | | | | | [removed: 19,766] [added: 21,540] | | | | | | [removed: 19,668] [added: 19,766] | | | | | | [removed: 18,447] [added: 19,668] | | |

| Average settlement price | | | | | | $ | [removed: 370.8] [added: 403.9] | | | | | $ | [removed: 367.1] [added: 370.8] | | | | | $ | [removed: 379.7] [added: 367.1] | |

| Backlog (units) | | | | | | [removed: 11,549] [added: 12,730] | | | | | | [removed: 8,233] [added: 11,549] | | | | | | [removed: 8,365] [added: 8,233] | | |

| Average backlog price | | | | | | $ | [removed: 396.2] [added: 454.2] | | | | | $ | [removed: 380.2] [added: 396.2] | | | | | $ | [removed: 376.9] [added: 380.2] | |

| New order cancellation rate | | | | | | [removed: 14.9] [added: 9.2] | | % | | | | [removed: 14.6] [added: 14.9] | | % | | | | [removed: 14.5] [added: 14.6] | | % |

Homebuilding revenues increased [removed: 2%] [added: 19%] in [removed: 2020] [added: 2021] compared to [removed: 2019,] [added: 2020,] as a result of a [removed: 1% increase in the average settlement price coupled with a slight] [added: 9%] increase in [added: both] the number of units settled [added: and in the average settlement price] year over year.

[removed: The number of] [added: Segment] New Orders and the average sales price of New Orders increased [removed: 18%] [added: 6%] and [removed: 3%,] [added: 18%,] respectively, in [removed: 2020 when] [added: 2021] compared to [removed: 2019.][added: 2020.]

Selling, general and administrative ("SG&A") expenses in [removed: 2020 decreased] [added: 2021 increased] by [removed: 4%] [added: $43,800] compared to [removed: 2019, and] [added: 2020, but] as a percentage of revenue decreased to [removed: 5.9%] [added: 5.5%] in [removed: 2020] [added: 2021] from [removed: 6.2%] [added: 5.9%] in [removed: 2019.][added: 2020 due to improved leveraging of SG&A costs.]

Backlog units and dollars were [removed: 11,549] [added: 12,730] units and [removed: $4,575,899,] [added: $5,782,035,] respectively, as of December 31, [removed: 2020] [added: 2021] compared to [removed: 8,233] [added: 11,549] units and [removed: $3,130,282,] [added: $4,575,899,] respectively, as of December 31, [removed: 2019.][added: 2020.]

In any period, a portion of the cancellations that we experience are related to [removed: New Orders] [added: new sales] that occurred during the same period, and a portion are related to [removed: New Orders] [added: sales] that occurred in prior periods and therefore appeared in the beginning backlog for the current period.

Expressed as the total of all cancellations during the period as a percentage of gross New Orders during the period, our cancellation rate was [removed: 14.9%, 14.6%] [added: 9.2%, 14.9%] and [removed: 14.5%] [added: 14.6%] in [added: 2021,] 2020, [removed: 2019,] and [removed: 2018,] [added: 2019,] respectively.

Additionally, approximately [added: 3% in 2021 and] 6% in both 2020 and [removed: 2019 and 5% in 2018,] [added: 2019,] of a reporting quarter’s opening backlog cancelled during the quarter.

Other than those units that are cancelled, and subject to potential construction delays resulting from COVID-19 related [removed: restrictions,] [added: restrictions and/or continued supply chain disruptions,] we expect to settle substantially all of our December 31, [removed: 2020] [added: 2021] backlog during [removed: 2021.][added: 2022.]

The backlog turnover rate is impacted by various factors, including, but not limited to, changes in New Order activity, internal production capacity, external subcontractor capacity and other external factors over which we do not exercise [removed: control, such as the impact of government orders to cease or limit construction activities as a result of COVID-19.][added: control.]

Business Environment and Current Outlook

Demand for new homes remained strong across each of our markets throughout 2021, driven by historically low mortgage rates and limited housing supply.

As a result, we were able to consistently increase prices throughout the year, allowing us to improve profitability despite rising lumber and other material costs and labor costs.

Additionally, strong housing demand has resulted in increased construction activity and demand for building materials and contractor labor, which, coupled with the ongoing effects of the COVID-19 pandemic, has led to supply chain disruptions and longer construction cycle times.

We expect to continue to face these disruptions well into 2022 and continue to work closely with our suppliers and trade partners to manage these disruptions.

We expect to continue to face cost pressures related to building materials, particularly lumber, as well as labor and land costs.

As of December 31, 2021, we controlled approximately 124,900 lots as discussed below.

We owned land with a carrying value of approximately $12,100 that we intend to develop into approximately 200 finished lots.

Settlements for the year ended December 31, 2021 totaled 21,540 units, an increase of 9% from 2020.

| Gross profit margin | | | | | | $ | 1,938,578 | | | | | $ | 1,391,488 | | | | | $ | 1,370,982 | |

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The gross profit margin percentage in 2021 increased to 22.3% from 19.0% in 2020.

Gross profit margins were favorably impacted by the increase in the average settlement price attributable to improved pricing power in prior quarters and improved leveraging of certain operating costs attributable to the increase in settlement activity year over year.

These favorable factors were partially offset by higher prices for lumber, certain other commodities and labor year over year.

The number of New Orders decreased 2% while the average sales price of New Orders increased 15% in 2021 when compared to 2020.

The number of New Orders in the current year were lower due primarily to a 9% decrease in the average number of active communities year over year.

The increase in the average sales price of New Orders was primarily attributable to favorable market conditions which, coupled with low housing inventory levels, drove demand and provided us sustained pricing power since the second half of 2020.

The increase in SG&A expense year over year was attributable primarily to increased incentive compensation attributable to stronger performance year over year, as well as increased personnel costs due to increased headcount.

Backlog units were higher despite an 11% decrease in New Orders during the six-month period ending December 31, 2021 compared to the same period in 2020, due to a lower backlog turnover rate year over year.

Our backlog turnover rate was negatively impacted by a longer production cycle attributable to supply chain disruptions and subcontractor capacity constraints.

Backlog dollars were higher due to a 15% increase in the average sales price of New Orders during the six-month period ended December 31, 2021 compared to the same period in 2020.

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Gross profit margins were favorably impacted by the increase in the average settlement price attributable to improved pricing power and improved leveraging of certain operating costs attributable to the increase in settlement activity year over year.

These favorable factors were partially offset by higher prices for lumber, certain other commodities and labor year over year.

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

New Orders were negatively impacted primarily by a 13% decrease in the average number of active communities year over year.

Business Environment and the Impact of COVID-19

The pandemic, caused by the novel strain of coronavirus ("COVID-19"), has had a significant impact on all facets of our business.

Our primary focus as we face this challenge is to do everything we can to ensure the safety and well-being of our employees, customers and trade partners.

Residential construction has been deemed an essential business in each of our markets since the beginning of the pandemic, except Pennsylvania and New York, where we faced closures into May 2020.

In each of our markets, we continue to operate in accordance with the guidelines issued by the Centers for Disease Control and Prevention as well as state and local guidelines, which has resulted in significant changes to the way we conduct business.

We experienced elevated sales cancellations and decreased new orders during March and April; however, the demand for new homes began to strengthen in May and remained strong through December.

Despite high unemployment rates attributable to the COVID-19 pandemic, demand has increased primarily as a result of historically low mortgage interest rates coupled with low resale inventory levels.

From March through May, there were significant disruptions in the mortgage market as investors tightened their credit standards or exited the market, which resulted in significantly lower values for mortgage servicing rights and fewer customers able to qualify for a mortgage.

During the second half of 2020, the mortgage market stabilized as mortgage demand increased.

Although current demand for new homes is strong, there is uncertainty regarding the extent and timing of disruption to our business that may result from COVID-19 and related governmental actions.

We are unable to predict the extent to which this will impact our operational and financial performance, including the impact of future developments such as the duration and spread of COVID-19, corresponding governmental actions, and the impact of such on our employees, customers and trade partners.

We also expect to face pressure on mortgage banking profit due to the competitive pricing pressures in the mortgage market.

regional economic cycles and provides growth opportunities within these markets.

As of December 31, 2020, we controlled lots as described below.

We directly owned three separate raw land parcels, zoned for their intended use, with a current cost basis, including development costs, of approximately $62,800 that we intend to develop into approximately 500 finished lots.

Some of these properties may require rezoning or other approvals to achieve the expected yield.

We generally expect to assign the raw land contracts to a land developer and simultaneously enter into an LPA with the assignee if the project is determined to be feasible.

| Cost of sales | | | | | | $ | 5,937,401 | | | | | $ | 5,849,862 | | | | | $ | 5,692,127 | |

Settlements in 2020 were negatively impacted by the COVID-19 pandemic primarily during the first and second quarters of 2020.

Gross profit margin percentage in 2020 remained flat year over year at 19.0%.

The increase in New Orders was favorably impacted by increased demand in the second half of 2020 due to favorable market conditions driven by historically low mortgage interest rates coupled with low resale home inventory levels.

New Orders were higher in each of our reportable segments in both the third and fourth quarters of 2020 compared to the same periods of 2019, due to these favorable market conditions.

The increase in the average sales price of New Orders was primarily attributable to improved pricing power in each of our markets.

SG&A expenses were lower primarily due to an approximate $26,800 decrease in equity-based compensation expense due primarily to the stock options granted in 2014 under the 2014 Equity Incentive Plan becoming fully vested in 2019, offset partially by an increase in personnel costs attributable to an increase of approximately $11,200 in management incentive expense based on an increase in eligible employees and improved results.

The increases in backlog units and dollars is attributable to the increases in New Orders and the average sales price of New Orders as discussed above, coupled with a lower backlog turnover rate year over year.

New Orders increased despite a 14% decrease in the average number of active communities year over year, due to higher absorption rates attributable to favorable market conditions in the second half of 2020, driven primarily by historically low mortgage interest rates and low resale inventory levels.

The increase in the average sales price of New Orders was primarily attributable to improved pricing power in the segment.

The segment’s gross profit margin percentage decreased to 19.0% in 2020 from 19.5% in 2019 due primarily to increases in lumber and certain other commodity prices year over year.

New Orders increased due to a 19% increase in the average number of active communities year over year and favorable market conditions in the second half of 2020, driven primarily by historically low mortgage interest rates and low resale inventory levels.

The average sales price of New Orders was favorably impacted by the previously mentioned favorable market conditions which provided us some pricing power, as well as to a relative market shift in New Orders to higher priced communities within certain markets in the segment.

The Mid East segment had an approximate $4,800, or 3%, decrease in segment profit in 2020 compared to 2019, despite an increase in segment revenues of approximately $23,500, or 2%, year over year.

The increase in units settled was largely attributable to a 24% increase in settlements in the fourth quarter of 2020 compared to the same period in 2019 as settlements in the first half of 2020 were delayed in our Western Pennsylvania and New York markets due to the state and local governments in those markets issuing various orders that prohibited residential construction from the end of March through April 2020 as a result of the COVID-19 pandemic.

The segment’s gross profit margin percentage decreased to 18.5% in 2020 from 19.0% in 2019 due to increases in lumber and certain other commodity prices year over year.

New Orders increased primarily due to higher absorption rates attributable to favorable market conditions driven primarily by historically low mortgage interest rates and low resale inventory levels.

Segment New Orders and the average sales price of New Orders increased 33% and 2%, respectively, in 2020 compared to 2019.

New Orders increased due to to a 15% increase in the average number of active communities year over year, coupled with higher absorption rates attributable to favorable market conditions in the second half of 2020, driven primarily by historically low mortgage interest rates and low resale inventory levels.

(3)The increase in 2020 relates primarily to the significant increase in lumber prices during the second half of 2020.

Our reportable segments' results include intercompany profits of our production facilities, which were negatively impacted by the increase in lumber costs.

The increase in lumber costs related to homes not yet settled is eliminated through the consolidation adjustment.

Segment profit in 2020 increased by approximately $38,000, or 36%, from 2019.

At December 31, [removed: 2020,] [added: 2021,] there was no debt outstanding under our credit facility or loan repurchase facility.

The following table represents the contractual balances of our on-balance sheet financial instruments at the expected maturity dates, as well as the fair values of those on-balance sheet financial instruments at December 31, [removed: 2020.][added: 2021.]

[Table of [removed: Contents](#i0d73970f33b449239e6686d7a837cbff_7)][added: Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)]

| | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value | | |

| Average interest rate | | | | | | [removed: 2.8] [added: 3.0] | | % | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 2.8] [added: 3.0] | | % | | | | | | |

| Forward trades of mortgage-backed securities (a) | | | | | | $ | [removed: (5,216)] [added: (218)] | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | [removed: (5,216)] [added: (218)] | | | | | $ | [removed: (5,216)] [added: (218)] | |

| Forward loan commitments (a) | | | | | | $ | [removed: 10,757] [added: 14,159] | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | [removed: 10,757] [added: 14,159] | | | | | $ | [removed: 10,757] [added: 14,159] | |

| Interest-bearing deposits | | | | | | $ | [removed: 2,278,488] [added: 2,251,298] | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | [removed: 2,278,488] [added: 2,251,298] | | | | | $ | [removed: 2,278,488] [added: 2,251,298] | |

| Average interest rate | | | | | | [removed: 0.2] [added: 0.1] | | % | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 0.2] [added: 0.1] | | % | | | | | | |

| Fixed rate obligations | | | | | | $ | [removed: —] [added: 600,000] | | | | | [removed: $] | [removed: 600,000] | | | | | — | | | | | | — | | | | | | — | | | | | | $ | 900,000 | | | | | $ | 1,500,000 | | | | | $ | [removed: 1,612,620] [added: 1,552,644] | |

| Average interest rate | | | | | | [removed: —] [added: 4.0] | | [added: %] | | | | [removed: 4.0] | | [removed: %] | | | | — | | | | | | — | | | | | | — | | | | | | 2.7 | | % | | | | 3.2 | | % | | | | | | |

| Mortgage loans held for sale | | | | | | $ | 297,896 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | 297,896 | | | | | $ | 302,192 | |

| Mortgage loans held for sale | | | | | | $ | 439,718 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | 439,718 | | | | | $ | 449,760 | |

[added: We operate in thirty-four metropolitan areas in fourteen states, and Washington, D.C.] Our homebuilding operations include the construction and sale of single-family detached homes, townhomes and condominium buildings under three trade names: Ryan Homes, NVHomes and Heartland Homes.

Ryan Homes operates in [removed: thirty-three] [added: thirty-four] metropolitan areas located in Maryland, Virginia, Washington, D.C., West Virginia, Pennsylvania, New York, North Carolina, South Carolina, Florida, Ohio, New Jersey, Delaware, Indiana, Illinois and Tennessee.

[Table of [removed: Contents](#i0d73970f33b449239e6686d7a837cbff_7)][added: Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)]

We offer single-family detached homes, townhomes and condominium buildings with many different [removed: basic] home designs.

Our homes combine traditional, transitional, cottage or urban exterior designs with contemporary interior designs and amenities, generally include two to four bedrooms and range from approximately 1,000 to [removed: 9,000] [added: 10,000] finished square feet.

During [removed: 2020,] [added: 2021,] the prices at which we settled homes ranged from approximately $140,000 to [removed: $1.5] [added: $2] million and averaged [removed: $370,800.][added: $403,900.]

During [removed: 2019,] [added: 2020,] our average price of homes settled was [removed: $367,100.][added: $370,800.]

Backlog, which represents homes sold but not yet settled with the customer, totaled [removed: 11,549] [added: 12,730] units and approximately [removed: $4.6] [added: $5.8] billion at December 31, [removed: 2020] [added: 2021] compared to [removed: 8,233] [added: 11,549] units and approximately [removed: $3.1] [added: $4.6] billion at December 31, [removed: 2019.][added: 2020.]

Expressed as the total of all cancellations during the period as a percentage of gross sales during the period, our cancellation rate was [removed: 14.9%, 14.6%] [added: 9.2%, 14.9%] and [removed: 14.5%] [added: 14.6%] in [added: 2021,] 2020, [removed: 2019,] and [removed: 2018,] [added: 2019,] respectively.

Additionally, approximately [added: 3% in 2021, and] 6% in both 2020 and 2019, [removed: and 5% in 2018,] of a reporting quarter’s opening backlog balance cancelled during the quarter.

Other than those units that are cancelled, [added: and subject to potential construction delays resulting from COVID-19 related restrictions and/or continued supply chain disruptions,] we expect to settle substantially all of our December 31, [removed: 2020] [added: 2021] backlog during [removed: 2021.][added: 2022.]

In [removed: 2020,] [added: 2021,] NVRM closed approximately [removed: 16,700] [added: 17,700] loans with an aggregate principal amount of approximately [removed: $5.3] [added: $6.1] billion as compared to approximately [removed: 16,500] [added: 16,700] loans with an aggregate principal amount of approximately [removed: $5.2] [added: $5.3] billion in [removed: 2019.][added: 2020.]

NVRM’s mortgage loans in process that had not closed had an aggregate principal balance of approximately [removed: $3.4] [added: $3.9] billion as of December 31, [removed: 2020] [added: 2021] compared to approximately [removed: $2.2] [added: $3.4] billion as of December 31, [removed: 2019.][added: 2020.]

NVRM’s cancellation rate was approximately [removed: 40%, 36%] [added: 41%, 40%] and [removed: 32%] [added: 36%] in [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.

As of December 31, [removed: 2020,] [added: 2021,] we had approximately [removed: 6,100] [added: 6,600] full time employees, of whom approximately [removed: 5,100] [added: 5,600] worked in our homebuilding operations, and approximately 1,000 worked in our mortgage banking operations, compared to December 31, [removed: 2019,] [added: 2020,] when we had approximately [removed: 5,700] [added: 6,100] full time employees, of whom approximately [removed: 4,800] [added: 5,100] worked in our homebuilding operations, and approximately [removed: 900] [added: 1,000] worked in our mortgage banking operations.

[removed: We strive to promote employees from within our workforce, as we believe this provides] both long-term success and continuity to our operations and growth for our employees.

During the past year, [removed: despite the COVID-19 pandemic,] we hired additional employees to meet the strong housing demand and generally increased our employees’ compensation and benefits packages.

To protect our employees and homebuyers during the [added: COVID-19] pandemic, we implemented safety protocols, such as social distancing on job sites, doing virtual house tours, working remotely and [added: other health and safety standards as required by federal, state and local government agencies.]

We believe our employees adapted and [added: have] successfully managed the business during the pandemic.

Our website also includes a corporate governance section which contains our Corporate Governance Guidelines (which includes our Directors’ Independence Standards), Code of [removed: Ethics,] [added: Ethics and Standards of Business Conduct,] Board Committee Charters, Policies and Procedures for the Consideration of Board of Director Candidates, and Policies and Procedures Regarding Communications with the NVR, Inc. Board of Directors, the Independent Lead Director and the Non-Management Directors as a Group.

Such risk factors include, but are not limited to the following: the economic impact of [removed: COVID-19,] [added: COVID-19 and related supply chain disruptions,] general economic and business conditions (on both a national and regional level); interest rate changes; access to suitable financing by NVR and NVR’s customers; increased regulation in the mortgage banking industry; the ability of our mortgage banking subsidiary to sell loans it originates into the secondary market; competition; the availability and cost of land and other raw materials used by NVR in its homebuilding operations; shortages of labor; weather related slow-downs; building moratoriums; governmental regulation; fluctuation and volatility of stock and other financial markets; mortgage financing availability; and other factors over which NVR has little or no control.

During 2021, approximately 16% of our home settlements accounting for approximately 22% of our homebuilding revenue occurred in the Washington, D.C. metropolitan area.

The average price of homes in backlog increased to $454,200 at December 31, 2021 from $396,200 at December 31,2020.

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

In the past, such raw materials have been generally available to us in adequate supply, however, during 2021 increased construction activity and demand for building materials, coupled with the ongoing effects of the COVID-19 pandemic, has led to supply chain disruptions and longer construction cycle times.

We strive to promote employees from within our workforce, as we believe this provides

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

We operate in thirty-three metropolitan areas in fourteen states, and Washington, D.C. During 2020, approximately 18% and 7% of our home settlements occurred in the Washington, D.C. and Baltimore, MD metropolitan areas, respectively, which accounted for approximately 24% and 10%, respectively, of our 2020 homebuilding revenues.

In the past, such raw materials have been generally available to us in adequate supply.

other health and safety standards as required by federal, state and local government agencies.

[Table of Contents](#i0d73970f33b449239e6686d7a837cbff_7)

[Table of [removed: Contents](#i0d73970f33b449239e6686d7a837cbff_7)][added: Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)]

For the fiscal year ended December 31, [removed: 2020][added: 2021]

The aggregate market value of the voting stock held by non-affiliates of NVR, Inc. on June 30, [removed: 2020,] [added: 2021,] the last business day of NVR, Inc.’s most recently completed second fiscal quarter, was approximately [removed: $11,374,674,000.][added: $16,843,142,000.]

As of February [removed: 8, 2021] [added: 14, 2022] there were [removed: 3,681,181] [added: 3,382,726] total shares of common stock outstanding.

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, [removed: 2021] [added: 2022] are incorporated by reference into Part III of this report.

| Item 1. | | | [removed: [Business](#i0d73970f33b449239e6686d7a837cbff_13)] [added: [Business](#i7590cbd56e444695a540fbe03dbc5f13_13)] | | | [removed: [1](#i0d73970f33b449239e6686d7a837cbff_13)] [added: [1](#i7590cbd56e444695a540fbe03dbc5f13_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i0d73970f33b449239e6686d7a837cbff_16)] [added: Factors](#i7590cbd56e444695a540fbe03dbc5f13_16)] | | | [removed: [4](#i0d73970f33b449239e6686d7a837cbff_16)] [added: [4](#i7590cbd56e444695a540fbe03dbc5f13_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i0d73970f33b449239e6686d7a837cbff_19)] [added: Comments](#i7590cbd56e444695a540fbe03dbc5f13_19)] | | | [removed: [9](#i0d73970f33b449239e6686d7a837cbff_19)] [added: [9](#i7590cbd56e444695a540fbe03dbc5f13_19)] | | |

| Item 2. | | | [removed: [Properties](#i0d73970f33b449239e6686d7a837cbff_22)] [added: [Properties](#i7590cbd56e444695a540fbe03dbc5f13_22)] | | | [removed: [9](#i0d73970f33b449239e6686d7a837cbff_22)] [added: [9](#i7590cbd56e444695a540fbe03dbc5f13_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i0d73970f33b449239e6686d7a837cbff_25)] [added: Proceedings](#i7590cbd56e444695a540fbe03dbc5f13_25)] | | | [removed: [9](#i0d73970f33b449239e6686d7a837cbff_25)] [added: [9](#i7590cbd56e444695a540fbe03dbc5f13_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i0d73970f33b449239e6686d7a837cbff_28)] [added: Disclosures](#i7590cbd56e444695a540fbe03dbc5f13_28)] | | | [removed: [10](#i0d73970f33b449239e6686d7a837cbff_28)] [added: [9](#i7590cbd56e444695a540fbe03dbc5f13_28)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i0d73970f33b449239e6686d7a837cbff_34)] [added: Securities](#i7590cbd56e444695a540fbe03dbc5f13_34)] | | | [removed: [10](#i0d73970f33b449239e6686d7a837cbff_34)] [added: [10](#i7590cbd56e444695a540fbe03dbc5f13_34)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i0d73970f33b449239e6686d7a837cbff_40)] [added: Operations](#i7590cbd56e444695a540fbe03dbc5f13_40)] | | | [removed: [13](#i0d73970f33b449239e6686d7a837cbff_40)] [added: [12](#i7590cbd56e444695a540fbe03dbc5f13_40)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosure About Market [removed: Risk](#i0d73970f33b449239e6686d7a837cbff_64)] [added: Risk](#i7590cbd56e444695a540fbe03dbc5f13_64)] | | | [removed: [28](#i0d73970f33b449239e6686d7a837cbff_64)] [added: [25](#i7590cbd56e444695a540fbe03dbc5f13_64)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i0d73970f33b449239e6686d7a837cbff_67)] [added: Data](#i7590cbd56e444695a540fbe03dbc5f13_67)] | | | [removed: [30](#i0d73970f33b449239e6686d7a837cbff_67)] [added: [26](#i7590cbd56e444695a540fbe03dbc5f13_67)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i0d73970f33b449239e6686d7a837cbff_70)] [added: Disclosure](#i7590cbd56e444695a540fbe03dbc5f13_70)] | | | [removed: [30](#i0d73970f33b449239e6686d7a837cbff_70)] [added: [26](#i7590cbd56e444695a540fbe03dbc5f13_70)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i0d73970f33b449239e6686d7a837cbff_73)] [added: Procedures](#i7590cbd56e444695a540fbe03dbc5f13_73)] | | | [removed: [30](#i0d73970f33b449239e6686d7a837cbff_73)] [added: [26](#i7590cbd56e444695a540fbe03dbc5f13_73)] | | |

| Item 9B. | | | [Other [removed: Information](#i0d73970f33b449239e6686d7a837cbff_76)] [added: Information](#i7590cbd56e444695a540fbe03dbc5f13_76)] | | | [removed: [30](#i0d73970f33b449239e6686d7a837cbff_76)] [added: [26](#i7590cbd56e444695a540fbe03dbc5f13_76)] | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i0d73970f33b449239e6686d7a837cbff_82)] [added: Governance](#i7590cbd56e444695a540fbe03dbc5f13_82)] | | | [removed: [30](#i0d73970f33b449239e6686d7a837cbff_82)] [added: [27](#i7590cbd56e444695a540fbe03dbc5f13_82)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i0d73970f33b449239e6686d7a837cbff_85)] [added: Compensation](#i7590cbd56e444695a540fbe03dbc5f13_85)] | | | [removed: [30](#i0d73970f33b449239e6686d7a837cbff_85)] [added: [27](#i7590cbd56e444695a540fbe03dbc5f13_85)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i0d73970f33b449239e6686d7a837cbff_88)] [added: Matters](#i7590cbd56e444695a540fbe03dbc5f13_88)] | | | [removed: [31](#i0d73970f33b449239e6686d7a837cbff_88)] [added: [27](#i7590cbd56e444695a540fbe03dbc5f13_88)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i0d73970f33b449239e6686d7a837cbff_91)] [added: Independence](#i7590cbd56e444695a540fbe03dbc5f13_91)] | | | [removed: [31](#i0d73970f33b449239e6686d7a837cbff_91)] [added: [27](#i7590cbd56e444695a540fbe03dbc5f13_91)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i0d73970f33b449239e6686d7a837cbff_94)] [added: Services](#i7590cbd56e444695a540fbe03dbc5f13_94)] | | | [removed: [31](#i0d73970f33b449239e6686d7a837cbff_94)] [added: [28](#i7590cbd56e444695a540fbe03dbc5f13_94)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i0d73970f33b449239e6686d7a837cbff_100)] [added: Schedules](#i7590cbd56e444695a540fbe03dbc5f13_100)] | | | [removed: [32](#i0d73970f33b449239e6686d7a837cbff_100)] [added: [29](#i7590cbd56e444695a540fbe03dbc5f13_100)] | | |

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

| Item 6. | | | [Reserved](#i7590cbd56e444695a540fbe03dbc5f13_37) | | | [11](#i7590cbd56e444695a540fbe03dbc5f13_37) | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i7590cbd56e444695a540fbe03dbc5f13_1749) | | | [26](#i7590cbd56e444695a540fbe03dbc5f13_76) | | |

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

| Item 6. | | | [Selected Financial Data](#i0d73970f33b449239e6686d7a837cbff_37) | | | [12](#i0d73970f33b449239e6686d7a837cbff_37) | | |

These leases currently expire between [removed: 2022] [added: 2024] and [removed: 2039.][added: 2040.]

Our plant utilization was [removed: 56%] [added: 61%] and [removed: 49%] [added: 56%] of total capacity in [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

Our shares of common stock are listed and principally traded on the New York Stock Exchange under the trading symbol “NVR.” As of the close of business on February [removed: 8, 2021,] [added: 14, 2022,] there were [removed: 186] [added: 189] shareholders of record of our common stock.

We had [removed: three] [added: two] share repurchase authorizations outstanding during the quarter ended December 31, [removed: 2020.][added: 2021.]

On [removed: November 6, 2019, February 12, 2020] [added: August 4, 2021] and [removed: December 14, 2020] [added: November 3, 2021,] we publicly announced the Board of Directors’ approval to repurchase our outstanding common stock in one or more open market and/or privately negotiated transactions, up to an aggregate of [removed: $300,000] [added: $500,000] per authorization.

The following table provides information regarding common stock repurchases during the quarter ended December 31, [removed: 2020:][added: 2021:]

The information required by this item [removed: in] [added: with] respect to securities authorized for issuance under equity compensation plans is provided under Item 12 of this [removed: annual report on] Form 10-K.

[Table of [removed: Contents](#i0d73970f33b449239e6686d7a837cbff_7)][added: Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)]

The following graph compares the cumulative total return to holders of our common stock since December 31, [removed: 2015] [added: 2016] with the Dow Jones US Home Construction Index and the S&P 500 Index for that same period, assuming that $100 was invested in NVR stock and the indices on December 31, [removed: 2015.][added: 2016.]

[removed: ][added: ]

| Comparison of 5 Year Cumulative Total Return | | | | | | [removed: 2015] [added: 2016] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | |

Repurchase activity is conducted pursuant to publicly announced Board authorizations, and is typically executed in accordance with the safe-harbor provisions of Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended.

In addition, the Board resolutions authorizing us to repurchase shares of our common stock specifically prohibit us from purchasing shares from our officers, directors, Profit Sharing Plan Trust or Employee Stock Ownership Plan Trust.

| October 1 - 31, 2021 | | | | | | 30,189 | | | | | | $ | 4,842.48 | | | | | 30,189 | | | | | | $ | 247,017 | |

| November 1 - 30, 2021 | | | | | | 45,380 | | | | | | $ | 5,035.84 | | | | | 45,380 | | | | | | $ | 518,491 | |

| December 1 - 31, 2021 | | | | | | 1,874 | | | | | | $ | 5,574.92 | | | | | 1,874 | | | | | | $ | 508,043 | |

| Total | | | | | | 77,443 | | | | | | $ | 4,973.51 | | | | | 77,443 | | | | | | | | |

| NVR, Inc. | | | | | | $ | 100 | | | | | $ | 210 | | | | | $ | 146 | | | | | $ | 228 | | | | | $ | 244 | | | | | $ | 354 | |

| S&P 500 | | | | | | $ | 100 | | | | | $ | 122 | | | | | $ | 116 | | | | | $ | 153 | | | | | $ | 181 | | | | | $ | 233 | |

| Dow Jones US Home Construction | | | | | | $ | 100 | | | | | $ | 176 | | | | | $ | 121 | | | | | $ | 178 | | | | | $ | 220 | | | | | $ | 335 | |

| October 1 - 31, 2020 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 400,559 | |

| November 1 - 30, 2020 | | | | | | 1,210 | | | | | | $ | 3,998.84 | | | | | 1,210 | | | | | | $ | 395,721 | |

| December 1 - 31, 2020 (1) | | | | | | 37,525 | | | | | | $ | 3,988.23 | | | | | 37,525 | | | | | | $ | 546,062 | |

| Total | | | | | | 38,735 | | | | | | $ | 3,988.56 | | | | | 38,735 | | | | | | | | |

(1) 24,011 outstanding shares were repurchased under the November 6, 2019 share repurchase authorization, which fully utilized the authorization.

The remaining 13,514 outstanding shares were repurchased under the February 12, 2020 share repurchase authorization.

| NVR, Inc. | | | | | | $ | 100 | | | | | $ | 102 | | | | | $ | 214 | | | | | $ | 148 | | | | | $ | 232 | | | | | $ | 248 | |

| S&P 500 | | | | | | $ | 100 | | | | | $ | 112 | | | | | $ | 136 | | | | | $ | 130 | | | | | $ | 171 | | | | | $ | 203 | |

| Dow Jones US Home Construction | | | | | | $ | 100 | | | | | $ | 93 | | | | | $ | 165 | | | | | $ | 113 | | | | | $ | 166 | | | | | $ | 206 | |

[Table of [removed: Contents](#i0d73970f33b449239e6686d7a837cbff_7)][added: Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)]

(in thousands, except per share amounts)

The following tables set forth selected consolidated financial data.

The selected income statement and balance sheet data have been derived from our consolidated financial statements for each of the periods presented and are not necessarily indicative of results of future operations.

The selected financial data should be read in conjunction with, and are qualified in their entirety by, the accompanying consolidated financial statements and related notes included herein.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| Consolidated income statement data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Homebuilding data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues | | | | | | $ | 7,328,889 | | | | | $ | 7,220,844 | | | | | $ | 7,004,304 | | | | | $ | 6,175,521 | | | | | $ | 5,709,223 | |

| Gross profit | | | | | | $ | 1,391,488 | | | | | $ | 1,370,982 | | | | | $ | 1,312,177 | | | | | $ | 1,185,143 | | | | | $ | 1,001,362 | |

| Homebuilding income | | | | | | $ | 937,960 | | | | | $ | 923,879 | | | | | $ | 871,106 | | | | | $ | 776,370 | | | | | $ | 601,102 | |

| Mortgage Banking data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Mortgage banking fees | | | | | | $ | 208,034 | | | | | $ | 167,820 | | | | | $ | 159,370 | | | | | $ | 130,319 | | | | | $ | 113,321 | |

| Mortgage banking income | | | | | | $ | 140,073 | | | | | $ | 101,916 | | | | | $ | 88,626 | | | | | $ | 70,541 | | | | | $ | 60,595 | |

| Consolidated data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | $ | 901,248 | | | | | $ | 878,539 | | | | | $ | 797,197 | | | | | $ | 537,521 | | | | | $ | 425,262 | |

| Earnings per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | $ | 244.11 | | | | | $ | 241.31 | | | | | $ | 219.58 | | | | | $ | 144.00 | | | | | $ | 110.53 | |

| Diluted | | | | | | $ | 230.11 | | | | | $ | 221.13 | | | | | $ | 194.80 | | | | | $ | 126.77 | | | | | $ | 103.61 | |

| Weighted average number of shares outstanding: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | 3,692 | | | | | | 3,641 | | | | | | 3,631 | | | | | | 3,733 | | | | | | 3,847 | | |

| Diluted | | | | | | 3,917 | | | | | | 3,973 | | | | | | 4,092 | | | | | | 4,240 | | | | | | 4,104 | | |

| | | | | | | December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Consolidated balance sheet data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Homebuilding inventory | | | | | | $ | 1,709,082 | | | | | $ | 1,347,288 | | | | | $ | 1,253,110 | | | | | $ | 1,246,199 | | | | | $ | 1,092,100 | |

| Contract land deposits, net | | | | | | $ | 387,628 | | | | | $ | 413,851 | | | | | $ | 396,177 | | | | | $ | 370,429 | | | | | $ | 379,844 | |

| Total assets | | | | | | $ | 5,777,141 | | | | | $ | 3,809,815 | | | | | $ | 3,165,933 | | | | | $ | 2,989,279 | | | | | $ | 2,643,943 | |

| Senior notes | | | | | | $ | 1,517,395 | | | | | $ | 598,301 | | | | | $ | 597,681 | | | | | $ | 597,066 | | | | | $ | 596,455 | |

| Shareholders’ equity | | | | | | $ | 3,103,074 | | | | | $ | 2,341,244 | | | | | $ | 1,808,562 | | | | | $ | 1,605,492 | | | | | $ | 1,304,441 | |

| Cash dividends per share | | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | |

Based on that evaluation, the principal executive officer and principal financial officer concluded that the design and operation of these disclosure controls and procedures as of December 31, [removed: 2020] [added: 2021] were effective to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on our evaluation under the framework in *Internal Control – Integrated Framework (2013)*, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

Our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their attestation report which is included herein.

Effective February 16, 2022, Paul W.

Praylo no longer serves as Senior Vice President and Chief Operating Officer, and now serves NVR as Area President, a non-executive officer position.

None.

PART III

Not applicable.

PART III

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

The [added: remaining] information required by this item will be included under the captions "Proposal No.1 - Election of Directors", "Executive Summary" within "Compensation Discussion and Analysis", "Corporate Governance Principles and Board Matters" and [removed: ""Delinquent] [added: "Delinquent] Section 16(a) Reports" within "Security Ownership of Beneficial Owners and Management" in our definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders [removed: ("2021] [added: ("2022] Proxy Statement") and is incorporated herein by reference.

Our [removed: 2021] [added: 2022] Proxy Statement is expected to be filed with the Securities and Exchange Commission on or prior to April 30, [removed: 2021.][added: 2022.]

Our executive officers are:

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name | | | | | | Age | | | | | | Title | | |

| Paul C. Saville | | | | | | 66 | | | | | | President and Chief Executive Officer | | |

| Daniel D. Malzahn | | | | | | 52 | | | | | | Senior Vice President, Chief Financial Officer and Treasurer | | |

| Eugene J. Bredow | | | | | | 52 | | | | | | President, NVR Mortgage | | |

| Matthew B. Kelpy | | | | | | 48 | | | | | | Vice President and Chief Accounting Officer | | |

The information required by this item will be included under the caption "Compensation Discussion and Analysis" in our [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.

Our [removed: 2021] [added: 2022] Proxy Statement is expected to be filed with the Securities and Exchange Commission on or prior to April 30, [removed: 2021.][added: 2022.]

[Table of Contents](#i0d73970f33b449239e6686d7a837cbff_7)

The following table summarizes our equity compensation plans as of December 31, [removed: 2020:][added: 2021:]

At December 31, [removed: 2020,] [added: 2021,] there were [removed: 17,598] [added: 16,564] RSUs outstanding.

Of the total [removed: 281,280] [added: 266,212] shares remaining available for future issuance under the shareholder approved plans, up to a total of [removed: 36,520] [added: 36,470] may be issued as RSUs.

The weighted-average exercise price of outstanding options under security holder approved plans was [removed: $2,295.11.][added: $2,424.62.]

The remaining information required by this item will be included under the caption "Security Ownership of Certain Beneficial Owners and Management" in our [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.

Our [removed: 2021] [added: 2022] Proxy Statement is expected to be filed with the Securities and Exchange Commission on or prior to April 30, [removed: 2021.][added: 2022.]

| Equity compensation plans approved by security holders (1) | | | | | | 551,259 | | | | | | $ | 2,351.77 | | | | | 266,212 | | |

| Total | | | | | | 551,259 | | | | | | $ | 2,351.77 | | | | | 266,212 | | |

| Equity compensation plans approved by security holders (1) | | | | | | 611,024 | | | | | | $ | 2,229.01 | | | | | 281,280 | | |

| Total | | | | | | 611,024 | | | | | | $ | 2,229.01 | | | | | 281,280 | | |

The information required by this item will be included under the caption "Corporate Governance Principles and Board Matters" in our [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.

Our [removed: 2021] [added: 2022] Proxy Statement is expected to be filed with the Securities and Exchange Commission on or prior to April 30, [removed: 2021.][added: 2022.]

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

The information required by this item will be included under the caption "Proposal No. 2 - Ratification of Appointment of Independent [removed: Auditor"in] [added: Auditor" in] our [removed: 2021] [added: 2022] Proxy Statement and is incorporated herein by reference.

Our [removed: 2021] [added: 2022] Proxy Statement expected to be filed with the Securities and Exchange Commission on or prior to April 30, [removed: 2021.][added: 2022.]

[Table of [removed: Contents](#i0d73970f33b449239e6686d7a837cbff_7)][added: Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)]

Reports of Independent Registered Public Accounting Firm [added: (KPMG LLP, McLean, VA, Auditor Firm ID: 185)]

[Table of [removed: Contents](#i0d73970f33b449239e6686d7a837cbff_7)][added: Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)]

| [removed: 10.47] [added: 10.48] | | | | | | [Credit Agreement dated as of July 15, 2016 among NVR, Inc. and the lenders party hereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Sole Lead Arranger and Sole Book Runner.](http://www.sec.gov/Archives/edgar/data/906163/000119312516650024/d186192dex101.htm) | | | | | | 8-K | | | | | | | | | | | | 10.1 | | | | | | 7/18/2016 | | |

[removed: | 10.48 | | | | | | [Amended and Restated](https://www.sec.gov/Archives/edgar/data/906163/000090616321000017/a2020ex1048.htm) [Credit Agreement dated as of] [added: On] February 12, [removed: 2021 among NVR, Inc.] [added: 2021, we entered into The Amended] and [removed: the lenders party hereto,] [added: Restated Credit Agreement with] Bank of America, N.A., as Administrative [removed: Agent and BofA] [added: Agent, BOFA] Securities, Inc. as Sole Lead Arranger and Sole [removed: Book Runner. Filed herewith.](https://www.sec.gov/Archives/edgar/data/906163/000090616321000017/a2020ex1048.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | |][added: Bookrunner, and other lenders party thereto (the "Credit Agreement").]

| [removed: 10.49] [added: 10.49*] | | | | | | [Summary of [removed: 2021 Executive] [added: 202](https://www.sec.gov/Archives/edgar/data/906163/000090616322000008/a2021ex1049.htm)[2](https://www.sec.gov/Archives/edgar/data/906163/000090616322000008/a2021ex1049.htm) [Executive] Officer Incentive Compensation plan. Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/906163/000090616321000017/a2020ex1049.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/906163/000090616322000008/a2021ex1049.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 21 | | | | | | [NVR, Inc. Subsidiaries. Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/906163/000090616321000017/a2020ex21.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/906163/000090616322000008/a2021ex21.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 23 | | | | | | [Consent of KPMG LLP (Independent Registered Public Accounting Firm). Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/906163/000090616321000017/a2020ex23.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/906163/000090616322000008/a2021ex23.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.1 | | | | | | [Certification of NVR’s Chief Executive Officer pursuant to Rule 13a-14(a). Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/906163/000090616321000017/a2020ex311.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/906163/000090616322000008/a2021ex311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.2 | | | | | | [Certification of NVR’s Chief Financial Officer pursuant to Rule 13a-14(a). Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/906163/000090616321000017/a2020ex312.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/906163/000090616322000008/a2021ex312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 32 | | | | | | [Certification of NVR’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/906163/000090616321000017/a2020ex32.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/906163/000090616322000008/a2021ex32.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [added: | | |] NVR, Inc. | | | | | | | | | | | |

| [removed: By:] | | | [removed: /s/] [added: | | |] Paul C. Saville | | | | | | | | |

| [added: February 16, 2022] | | | [added: By: | | | /s/] Paul C. Saville | | | | | | | | |

| | | | [added: | | |] *President and Chief Executive Officer* | | | | | | | | |

| /s/ Dwight C. Schar | | | | | | Chairman | | | | | | February [removed: 12, 2021] [added: 16, 2022] | | |

| /s/ C. E. Andrews | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 16, 2022] | | |

| /s/ Sallie B. Bailey | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 16, 2022] | | |

| /s/ Thomas D. Eckert | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 16, 2022] | | |

| /s/ Alfred E. Festa | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 16, 2022] | | |

| /s/ Manuel H. Johnson | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 16, 2022] | | |

| /s/ Alexandra A. Jung | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 16, 2022] | | |

| /s/ Mel Martinez | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 16, 2022] | | |

| /s/ William A. Moran | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 16, 2022] | | |

| /s/ David A. Preiser | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 16, 2022] | | |

| /s/ W. [removed: Grade] [added: Grady] Rosier | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 16, 2022] | | |

| /s/ Susan Williamson Ross | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 16, 2022] | | |

| /s/ Paul C. Saville | | | | | | Principal Executive Officer | | | | | | February [removed: 12, 2021] [added: 16, 2022] | | |

| /s/ Daniel D. Malzahn | | | | | | Principal Financial Officer | | | | | | February [removed: 12, 2021] [added: 16, 2022] | | |

| /s/ Matthew B. Kelpy | | | | | | Principal Accounting Officer | | | | | | February [removed: 12, 2021] [added: 16, 2022] | | |

We have audited the accompanying consolidated balance sheets of NVR, Inc. and subsidiaries (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United Sates) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 12, 2021] [added: 16, 2022] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As discussed in Notes 1 and 3 to the consolidated financial statements, the Company’s allowance for losses on contract land deposits (“lot deposit reserve”) was [removed: $52,502,000] [added: $30,041,000] recorded against total contract land deposit assets of [removed: $439,833,000] [added: $527,180,000] as of December 31, [removed: 2020.][added: 2021.]

- comparing prior reserve estimates to subsequent lot deposit forfeiture [removed: activity][added: activity.]

We have audited NVR, [removed: Inc.’s] [added: Inc.] and subsidiaries*’* (the Company) internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 12, 2021] [added: 16, 2022] expressed an unqualified opinion on those consolidated financial statements.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying [removed: *Management’s] [added: Management’s] Report on Internal Control Over Financial [removed: Reporting*.][added: Reporting.]

| | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2019] [added: 2020] | | |

| Cash and cash equivalents | | | $ | [removed: 2,714,720] [added: 2,545,069] | | | | | $ | [removed: 1,110,892] [added: 2,714,720] | |

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

| 10.47 | | | | | | [Thirteenth Amendment to Amended and Restated Master Repurchase Agreement dated as of July 21, 2021 between NVR Mortgage Finance, Inc. and U.S. Bank National Association.](https://www.sec.gov/Archives/edgar/data/0000906163/000090616321000084/exhibit101q22021.htm) | | | | | | 10-Q | | | | | | | | | | | | 10.1 | | | | | | 8/3/2021 | | |

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

February 16, 2022

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

February 16, 2022

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

| | | | 1,947,366 | | | | | | 1,709,082 | | |

| | | | 5,455,443 | | | | | | 5,214,516 | | |

| | | | 379,032 | | | | | | 562,625 | | |

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

| | | | 2,770,266 | | | | | | 2,598,048 | | |

| | | | 61,831 | | | | | | 76,019 | | |

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | — | | | | | | — | | | | | | 1,236,719 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,236,719 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance, December 31, 2021 | | | $ | 206 | | | | | $ | 2,378,191 | | | | | $ | 10,047,839 | | | | | $ | (9,423,858) | | | | | $ | (16,710) | | | | | $ | 16,710 | | | | | $ | 3,002,378 | |

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

| | | | | | | | | | | | | | | | | | |

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

(dollars in thousands, except per share data)

concessions from a developer.

For the year ended December 31, 2021 we incurred a net pre-tax recovery of approximately $22,100 of contract land deposits previously determined to be unrecoverable.

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

(dollars in thousands, except per share data)

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

(dollars in thousands, except per share data)

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

(dollars in thousands, except per share data)

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

(dollars in thousands, except per share data)

| | | | | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

| | | | | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

[Table of Contents](#i7590cbd56e444695a540fbe03dbc5f13_7)

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

*Change in Accounting Principle*

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842).

February 12, 2021

| | | | 1,709,082 | | | | | | 1,347,288 | | |

| | | | 5,214,516 | | | | | | 3,242,061 | | |

| | | | 562,625 | | | | | | 567,754 | | |

| | | | 2,598,048 | | | | | | 1,410,304 | | |

| | | | 76,019 | | | | | | 58,267 | | |

| Balance, December 31, 2017 | | | $ | 206 | | | | | $ | 1,644,197 | | | | | $ | 6,231,940 | | | | | $ | (6,270,851) | | | | | $ | (17,383) | | | | | $ | 17,383 | | | | | $ | 1,605,492 | |

| Cumulative-effect adjustment from adoption of ASU 2014-09, net of tax | | | — | | | | | | — | | | | | | 2,196 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,196 | | |

| Net income | | | — | | | | | | — | | | | | | 797,197 | | | | | | — | | | | | | — | | | | | | — | | | | | | 797,197 | | |

| Deferred compensation activity, net | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 446 | | | | | | (446) | | | | | | — | | |

| Distributions to partner in consolidated variable interest entity | | | — | | | | | | — | | | | | | (234) | | |

a servicing released basis, typically within 30 days from closing.

See Note 11 herein for discussion of the impact on the Company's deferred tax asset resulting from the enactment of the Tax Cuts and Jobs Act in December 2017.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Effective January 1, 2020, we adopted Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326), which changed the impairment recognition of financial assets from an as incurred recognition methodology to requiring immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets.

Our adoption of this standard did not have a material effect on our consolidated financial statements and related disclosures.

Effective January 1, 2020, we adopted ASU 2017-04, Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment.

Under the standard, an impairment charge to goodwill is recorded in the amount that the carrying amount of a reporting unit's goodwill exceeds its fair value, not to exceed the amount of goodwill allocated to that reporting unit.

Our adoption of this standard had no impact on our consolidated financial statements and related disclosures.

predominately maintained on a cash basis, to a full accrual basis for external financial statement presentation purposes, and are not allocated to our operating segments.

(3)The increase in 2020 relates primarily to the significant increase in lumber prices during the second half of 2020.

The increase in lumber costs related to homes not yet settled is eliminated through the consolidation adjustment.

We generally do not have any specific

During 2020, we incurred net pre-tax charges of approximately $25,600 related to the impairment of deposits under LPAs ("lot deposits") due primarily to deteriorating market conditions in the first quarter of 2020 in certain of our markets related to the COVID-19 pandemic.

| | | | | | | December 31, | | | | | | | | | | | | | | |

On July 15, 2016, we entered into an unsecured Credit Agreement (the “Credit Agreement”) with Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated as Sole Lead Arranger and Sole Book Runner, and the other lenders party thereto, which provides for aggregate revolving loan commitments of $200,000 (the “Facility”).

Proceeds of the borrowings under the Facility will be used for working capital and general corporate purposes.

On February 12, 2021, we entered into The Amended and Restated Credit Agreement with Bank of America, N.A., as Administrative Agent, BOFA Securities, Inc. as Sole Lead Arranger and Sole Bookrunner, and other lenders party thereto (the "Amended Credit Agreement").

The Amended Credit Agreement amends and restates the Credit Agreement, discussed above, which was scheduled to expire on July 15, 2021.

Under the Amended Credit Agreement, we may request increases of up to $300,000 to the New Facility in the form of revolving loan commitments or term loans to the extent that new or existing lenders agree to provide additional revolving loan or term loan commitments.

In addition, the Amended Credit Agreement provides for a $100,000 sublimit for the issuance of letters of credit.

All other terms of the Amended Credit Agreement, including interest on borrowings and affirmative and negative covenants, are materially consistent with the Credit Agreement it replaces.

The Amended Credit Agreement is filed as Exhibit 10.48 in this Form 10-K.

The above summary of the material terms of the Amended Credit Agreement is qualified in its entirety by reference to Exhibit 10.48.