UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September 30, 2018~~March 31, 2019

☐ 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)



Virginia		54-1394360
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11700 Plaza America Drive, Suite 500

Reston, Virginia 20190

(703) 956-4000

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

(Not Applicable)

(Former name, former address, and former fiscal year if changed since last report)

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 Web site, 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer	☒		Accelerated filer	☐
Non-accelerated filer	☐	~~(Do not check if smaller reporting company)~~	Smaller reporting company	☐
			Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~October~~April 26, ~~2018~~2019 there were ~~3,614,947~~3,590,137 total shares of common stock outstanding.

NVR, Inc.

FORM 10-Q

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

~~NVR, Inc.~~

~~Condensed Consolidated Balance Sheets~~



NVR, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
(unaudited)

	March 31, 2019		December 31, 2018
ASSETS
Homebuilding:
Cash and cash equivalents	$	805,195	$	688,783
Restricted cash	19,609		16,982
Receivables	30,488		18,641
Inventory:
Lots and housing units, covered under sales agreements with customers	1,101,147		1,076,904
Unsold lots and housing units	122,966		115,631
Land under development	37,781		38,857
Building materials and other	19,275		21,718
	1,281,169		1,253,110

Contract land deposits, net	389,332		396,177
Property, plant and equipment, net	43,269		42,234
Operating lease right-of-use assets	65,519		—
Reorganization value in excess of amounts allocable to identifiable assets, net	41,580		41,580
Other assets	192,115		184,004
	2,868,276		2,641,511
Mortgage Banking:
Cash and cash equivalents	11,258		23,092
Restricted cash	4,337		3,071
Mortgage loans held for sale, net	422,557		458,324
Property and equipment, net	6,274		6,510
Operating lease right-of-use assets	12,370		—
Reorganization value in excess of amounts allocable to identifiable assets, net	7,347		7,347
Other assets	30,352		26,078
	494,495		524,422
Total assets	$	3,362,771	$	3,165,933

~~(in thousands, except share and per share data)~~

~~(unaudited)~~

See notes to condensed consolidated financial statements.

September 30, 2018 December 31, 2017
ASSETS

Homebuilding:

Cash and cash equivalents $ 598,789
$ 645,087
Restricted cash 19,194
19,438
Receivables 26,363
20,026
Inventory:
Lots and housing units, covered under sales agreements with customers 1,263,588
1,046,094
Unsold lots and housing units 102,794
148,620
Land under development 36,064
34,212
Building materials and other 18,624
17,273
1,421,070
1,246,199

Contract land deposits, net 374,350
370,429
Property, plant and equipment, net 42,399
43,191
Reorganization value in excess of amounts allocable to identifiable assets, net 41,580
41,580
Other assets 192,869
198,930
2,716,614
2,584,880
Mortgage Banking:

Cash and cash equivalents 11,081
21,707
Restricted cash 3,151
2,256
Mortgage loans held for sale, net 322,944
352,489
Property and equipment, net 6,763
6,327
Reorganization value in excess of amounts allocable to identifiable assets, net 7,347
7,347
Other assets 21,923
14,273
373,209
404,399
Total assets $ 3,089,823
$ 2,989,279

LIABILITIES AND SHAREHOLDERS' EQUITY

Homebuilding:

Accounts payable $ 283,762
$ 261,973
Accrued expenses and other liabilities 322,560
341,891
Customer deposits 167,676
150,033
Senior notes 597,527
597,066
1,371,525
1,350,963
Mortgage Banking:

Accounts payable and other liabilities 35,982
32,824
35,982
32,824
Total liabilities 1,407,507
1,383,787

Commitments and contingencies

Shareholders' equity:

Common stock, $0.01 par value; 60,000,000 shares authorized; 20,555,330 shares issued as of both September 30, 2018 and December 31, 2017 206
206
Additional paid-in capital 1,762,323
1,644,197
Deferred compensation trust – 107,336 and 108,640 shares of NVR, Inc. common stock as of September 30, 2018 and December 31, 2017, respectively (16,928 ) (17,383 )
Deferred compensation liability 16,928
17,383
Retained earnings 6,799,175
6,231,940
Less treasury stock at cost – 16,960,261 and 16,864,324 shares as of September 30, 2018 and December 31, 2017, respectively (6,879,388 ) (6,270,851 )
Total shareholders' equity 1,682,316
1,605,492
Total liabilities and shareholders' equity $ 3,089,823
$ 2,989,279



NVR, Inc.
Condensed Consolidated Balance Sheets (Continued)
(in thousands, except share and per share data)
(unaudited)

	March 31, 2019			December 31, 2018
LIABILITIES AND SHAREHOLDERS' EQUITY
Homebuilding:
Accounts payable	$	283,119		$	244,496
Accrued expenses and other liabilities	310,880			332,871
Customer deposits	142,634			138,246
Operating lease liabilities	72,965			—
Senior notes	597,836			597,681
	1,407,434			1,313,294
Mortgage Banking:
Accounts payable and other liabilities	43,327			44,077
Operating lease liabilities	13,234			—
	56,561			44,077
Total liabilities	1,463,995			1,357,371

Commitments and contingencies

Shareholders' equity:
Common stock, $0.01 par value; 60,000,000 shares authorized; 20,555,330 shares issued as of both March 31, 2019 and December 31, 2018	206			206
Additional paid-in capital	1,899,100			1,820,223
Deferred compensation trust – 107,295 and 107,340 shares of NVR, Inc. common stock as of March 31, 2019 and December 31, 2018, respectively	(16,912		)	(16,937		)
Deferred compensation liability	16,912			16,937
Retained earnings	7,219,739			7,031,333
Less treasury stock at cost – 16,964,581 and 16,977,499 shares as of March 31, 2019 and December 31, 2018, respectively	(7,220,269		)	(7,043,200		)
Total shareholders' equity	1,898,776			1,808,562
Total liabilities and shareholders' equity	$	3,362,771		$	3,165,933

See notes to condensed consolidated financial statements.

NVR, Inc.

Condensed Consolidated Statements of Income

(in thousands, except per share data)

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Homebuilding:
Revenues	$	1,809,345		$	1,633,726		$	5,049,901		$	4,394,027		$	1,643,206		$	1,490,093
Other income	2,840			1,715			6,981			4,264			5,737			1,977
Cost of sales	(1,472,649		)	(1,307,971		)	(4,101,392		)	(3,552,071		)	(1,338,806		)	(1,211,946		)
Selling, general and administrative	(109,372		)	(95,606		)	(321,436		)	(294,610		)	(115,734		)	(105,547		)
Operating income	230,164			231,864			634,054			551,610			194,403			174,577
Interest expense	(5,968		)	(5,821		)	(18,022		)	(17,040		)	(5,993		)	(6,007		)
Homebuilding income	224,196			226,043			616,032			534,570			188,410			168,570

Mortgage Banking:
Mortgage banking fees	43,062			34,194			119,225			95,477			43,805			39,321
Interest income	3,362			1,953			8,370			5,168			2,833			2,093
Other income	659			583			1,824			1,398			539			524
General and administrative	(21,340		)	(18,010		)	(62,371		)	(50,190		)	(16,758		)	(19,235		)
Interest expense	(229		)	(299		)	(786		)	(830		)	(222		)	(275		)
Mortgage banking income	25,514			18,421			66,262			51,023			30,197			22,428

Income before taxes	249,710			244,464			682,294			585,593			218,607			190,998
Income tax expense	(53,894		)	(82,362		)	(117,255		)	(172,691		)	(30,201		)	(24,949		)

Net income	$	195,816		$	162,102		$	565,039		$	412,902		$	188,406		$	166,049

Basic earnings per share	$	54.21		$	43.26		$	155.22		$	110.60		$	52.23		$	45.19

Diluted earnings per share	$	48.28		$	38.02		$	136.53		$	98.33		$	47.64		$	39.34

Basic weighted average shares outstanding	3,612			3,747			3,640			3,733			3,607			3,675

Diluted weighted average shares outstanding	4,056			4,263			4,139			4,199			3,955			4,220

See notes to condensed consolidated financial statements.

NVR, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Nine Months Ended September 30,						Three Months Ended March 31,
	2018			2017			2019			2018
Cash flows from operating activities:
Net income	$	565,039		$	412,902		$	188,406		$	166,049
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	15,053			17,087			5,062			5,036
Equity-based compensation expense	51,690			32,678			19,333			9,509
Contract land deposit and other impairments, net	9,311			3,396
Contract land deposit and other impairments (recoveries), net							542			(215		)
Gain on sale of loans, net	(92,609		)	(73,372		)	(34,957		)	(31,320		)
Mortgage loans closed	(3,472,345		)	(2,860,903		)	(1,141,720		)	(1,009,675		)
Mortgage loans sold and principal payments on mortgage loans held for sale	3,588,082			3,033,239			1,204,898			1,045,538
Distribution of earnings from unconsolidated joint ventures	3,863			3,536			608			1,383
Net change in assets and liabilities:
Increase in inventory	(174,871		)	(284,459		)	(28,059		)	(98,193		)
(Increase) decrease in contract land deposits	(6,587		)	11,306
(Increase) decrease in receivables	(7,028		)	36
Increase in accounts payable and accrued expenses	1,201			15,109
Decrease in contract land deposits							6,303			8,753
Increase in receivables							(12,005		)	(4,585		)
Increase (decrease) in accounts payable and accrued expenses							21,152			(25,035		)
Increase in customer deposits	17,643			40,049			4,388			17,453
Other, net	(6,627		)	(14,958		)	(6,096		)	(6,670		)
Net cash provided by operating activities	491,815			335,646			227,855			78,028

Cash flows from investing activities:
Investments in and advances to unconsolidated joint ventures	(284		)	(455		)	(335		)	—
Distribution of capital from unconsolidated joint ventures	7,873			7,665			3,257			2,482
Purchase of property, plant and equipment	(14,818		)	(15,670		)	(5,285		)	(3,113		)
Proceeds from the sale of property, plant and equipment	742			664			484			195
Net cash used in investing activities	(6,487		)	(7,796		)	(1,879		)	(436		)

Cash flows from financing activities:
Purchase of treasury stock	(657,369		)	(230,199		)	(216,499		)	(357,242		)
Distributions to partner in consolidated variable interest entity	(234		)	—
Proceeds from the exercise of stock options	115,268			130,245			98,974			40,804
Net cash used in financing activities	(542,335		)	(99,954		)	(117,525		)	(316,438		)

Net (decrease) increase in cash, restricted cash, and cash equivalents	(57,007		)	227,896
Net increase (decrease) in cash, restricted cash, and cash equivalents							108,451			(238,846		)
Cash, restricted cash, and cash equivalents, beginning of the period	689,557			416,037			732,248			689,557

Cash, restricted cash, and cash equivalents, end of the period	$	632,550		$	643,933		$	840,699		$	450,711

Supplemental disclosures of cash flow information:
Interest paid during the period, net of interest capitalized	$	24,066		$	23,112		$	11,910		$	11,977
Income taxes paid during the period, net of refunds	$	125,762		$	169,949		$	2,316		$	3,333

See notes to condensed consolidated financial statements.

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars and shares in thousands, except per share data)

(unaudited)

1. Significant Accounting Policies

Basis of Presentation

The accompanying unaudited, condensed consolidated financial statements include the accounts of NVR, Inc. (“NVR”, the “Company”, "we", "us" or ~~the “Company”~~"our") and its subsidiaries and certain other entities in which the Company is deemed to be the primary beneficiary (see Notes 2 and 3 to the accompanying condensed consolidated financial statements). Intercompany accounts and transactions have been eliminated in consolidation. The statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Because the accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP, they should be read in conjunction with the financial statements and notes thereto included in ~~the Company’s~~our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018. In the opinion of management, all adjustments (consisting only of normal recurring accruals except as otherwise noted herein) considered necessary for a fair presentation have been included. Operating results for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2018.~~2019.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Certain prior period amounts in the condensed consolidated statements of cash flows have been reclassified to conform to current period presentation. These reclassifications did not impact total cash from operating, investing or financing activities in the statement of cash flows.

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ comprehensive income equaled net income; therefore, a separate statement of comprehensive income is not included in the accompanying condensed consolidated financial statements.

~~Recently Adopted Accounting Pronouncements~~Cash and Cash Equivalents

~~Revenue from Contracts with Customers~~

~~On January 1, 2018,~~The beginning-of-period and end-of-period cash, restricted cash, and cash equivalent balances presented on the ~~Company adopted Accounting Standards Update 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606), using~~accompanying condensed consolidated statements of cash flows includes cash related to a consolidated joint venture which is included in homebuilding "Other assets" on the ~~modified retrospective method applied~~accompanying condensed consolidated balance sheets. The cash related to ~~those contracts which were not completed~~this consolidated joint venture as of ~~January 1, 2018.~~March 31, 2019 and December 31, 2018 was $300 and $320, respectively, and as of March 31, 2018 and December 31, 2017 was $1,148 and $1,069, respectively.

Revenue Recognition

~~Consistent with the Company’s previous revenue recognition practice, homebuilding~~Homebuilding revenue is recognized on the settlement date at the contract sales price, when control is transferred to our customers. ~~Mortgage banking revenue recognition will continue to be governed by Accounting Standards Codification ("ASC") Topic 815 -~~ ~~Derivatives and Hedging~~ ~~and ASC Topic 825 -~~ ~~Financial Instruments,~~ ~~and is not subject to Topic 606. See Note 10 for disclosure of revenue by reporting segment.~~

~~The Company’s~~Our contract liabilities, ~~consisting~~which consist of deposits received from customers (“Handmoney”) on homes not settled, were ~~$167,676~~$142,634 and ~~$172,033~~$138,246 as of ~~September 30, 2018~~March 31, 2019 and ~~June 30,~~December 31, 2018, respectively. During the third quarter of 2018, the Company recognized in revenue approximately $91,000 of the Handmoney held as of June 30, 2018. For the nine month period ended September 30, 2018, the Company recognizedWe expect that substantially all of the ~~$150,033 in Handmoney held as of~~ December 31, ~~2017.~~

~~The Company’s~~2018 Handmoney balance will be recognized in revenue in 2019. Our prepaid sales compensation totaled approximately ~~$21,500~~$16,300 and ~~$19,500,~~$17,000, as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively. These amounts are included in homebuilding “Other assets” on the accompanying condensed consolidated balance sheets.

Recently Adopted Accounting Pronouncements

On January 1, 2019, we adopted ASU 2016-02, Leases (Topic 842), which requires the recognition of our leases on the balance sheet as right-of-use ("ROU") assets and lease liabilities. We elected to adopt Topic 842 using the effective date transition method, which permits us to apply the new standard prospectively and present comparative years under legacy GAAP.

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars and shares in thousands, except per share data)

(unaudited)

~~Deferred Revenue~~

~~Topic 606 no longer requires sellers of real estate to consider the initial and continuing involvement criteria in ASC 360-20, but instead only conclude on the collectibility~~In adoption of the ~~transaction price. On~~standard, we also elected the following:

to apply the package of practical expedients during transition, under which we were not required to reassess as of the date of adoption (i) whether any of our contracts are or contain leases, (ii) the classifications of our leases, and (iii) any initial direct costs related to those leases.

to exclude leases with an initial lease term of 12 months or less from the recognition requirements under Topic 842.

to utilize the portfolio approach for certain office equipment leases, grouping leases by asset type which have similar lease terms and payment schedules.

Upon adoption, on January 1, ~~2018, the Company~~2019 we recorded a ~~cumulative-effect adjustment,~~lease liability of $85,516 and a ROU asset of $79,345, which was recorded net of ~~tax, of $2,196 to recognize deferred profit~~previously recognized straight-line operating lease adjustments on ~~home settlements for which the Company had previously determined that there was significant continuing involvement and believed to be fully collectible.~~

~~Practical Expedients and Exemption~~

At contract inception, the performance obligation to complete and settle the home with a customer has an expected duration of less than one year. As a result, the Company does not disclose the value of unsatisfied performance obligations for contracts.

~~No other adjustments were made as a result of the~~existing leases. The adoption of Topic ~~606.~~

~~Other recently adopted accounting pronouncements~~

~~The Company adopted ASU 2016-15,~~ ~~Classification of Certain Cash Receipts and Cash Payments,~~ effective January 1, 2018. In connection with the adoption of ASU 2016-15, the Company made the election to classify distributions received from unconsolidated joint ventures using the cumulative earnings approach. This election was applied retrospectively, which reclassified a portion of distributions received from the Company's unconsolidated joint ventures between operating and investing activities on the prior year condensed consolidated statement of cash flows. The adoption of this standard842 did not have ~~a material effect~~an impact on ~~the Company's condensed consolidated statements~~our recognition of ~~cash flows and related disclosures.~~

~~The Company adopted ASU 2016-18,~~ ~~Statement of Cash Flows (Topic 230), Restricted Cash,~~ ~~effective January 1, 2018. The amendments~~lease expense. See additional lease disclosures in the standard require that the statement of cash flows explain the change during the period in the total of cash, cash equivalents and restricted cash or restricted cash equivalents. As a result, the Company's beginning-of-period and end-of-period cash balances presented in the condensed consolidated statements of cash flows were retrospectively adjusted to include restricted cash with cash and cash equivalents.Note 13.

The Company's cash and cash equivalents include short-term investments with original maturities of three months or less. Homebuilding restricted cash was attributable to customer deposits for certain home sales. Mortgage banking restricted cash included amounts collected from customers for loans in process and closed mortgage loans held for sale.

The beginning-of-period and end-of-period cash, restricted cash, and cash equivalent balances presented on the accompanying condensed consolidated statements of cash flows include cash related to a consolidated joint venture, which is included in homebuilding "Other assets" on the Company's condensed consolidated balance sheets. The cash related to this consolidated joint venture as of September 30, 2018 and December 31, 2017 was~~$335 and $1,069, respectively, and as of September 30, 2017 and December 31, 2016 was $1,177 and $1,214, respectively.~~

~~The adoption of this standard did not have a material effect on the Company's condensed consolidated statements of cash flows and related disclosures.~~

~~The Company also adopted ASU 2017-09,~~ ~~Compensation – Stock Compensation (Topic 718), Scope of Modification Accounting,~~ effective January 1, 2018. The amendments in the standard clarify when changes in a share-based payment award must be accounted for as a modification, and will allow entities to make certain changes to share-based payment awards without accounting for them as modifications. Under the new guidance, entities will only apply modification accounting if there are substantive changes made to share-based payment awards. If a change made to a share-based payment award does not affect the fair value, vesting conditions and classification as either an equity or liability instrument, modification accounting will not need to be applied. The adoption of this standard did not have any effect on the Company's condensed consolidated financial statements and related disclosures.

~~Table of Contents~~

~~NVR, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(dollars and shares in thousands, except per share data)~~

~~(unaudited)~~

2. Variable Interest Entities ("VIEs")

Fixed Price Finished Lot Purchase Agreements (“Lot Purchase Agreements”)

~~NVR~~We generally ~~does~~do not engage in the land development business. Instead, ~~the Company~~we typically ~~acquires~~acquire finished building lots at market prices from various development entities under Lot Purchase Agreements. The Lot Purchase Agreements require deposits that may be forfeited if ~~NVR fails~~we fail to perform under the Lot Purchase Agreements. The deposits required under the Lot Purchase Agreements are in the form of cash or letters of credit in varying amounts, and typically range up to 10% of the aggregate purchase price of the finished lots.

~~NVR believes~~We believe this lot acquisition strategy reduces the financial requirements and risks associated with direct land ownership and land development. ~~NVR~~We may, at ~~its~~our option, choose for any reason and at any time not to perform under these Lot Purchase Agreements by delivering notice of ~~its~~our intent not to acquire the finished lots under contract. ~~NVR’s~~Our sole legal obligation and economic loss for failure to perform under these Lot Purchase Agreements is limited to the amount of the deposit pursuant to the liquidated damage provisions contained within the Lot Purchase Agreements. None of the creditors of any of the development entities with which ~~NVR enters~~we enter Lot Purchase Agreements have recourse to ~~the~~our general ~~credit of NVR. NVR~~credit. We generally ~~does~~do not have any specific performance obligations to purchase a certain number or any of the lots, nor ~~does NVR~~do we guarantee completion of the development by the developer or guarantee any of the developers’ financial or other liabilities.

~~NVR is~~We are not involved in the design or creation of the development entities from which ~~the Company purchases~~we purchase lots under Lot Purchase Agreements. The developer’s equity holders have the power to direct 100% of the operating activities of the development entity. ~~NVR has~~We have no voting rights in any of the development entities. The sole purpose of the development entity’s activities is to generate positive cash flow returns for the equity holders. Further, ~~NVR does~~we do not share in any of the profit or loss generated by the project’s development. The profits and losses are passed directly to the developer’s equity holders.

The deposit placed by ~~NVR~~us pursuant to the Lot Purchase Agreement is deemed to be a variable interest in the respective development entities. Those development entities are deemed to be VIEs. Therefore, the development entities with which ~~NVR enters~~we enter into Lot Purchase Agreements, including the joint venture limited liability corporations discussed below, are evaluated for possible consolidation by ~~NVR.~~us. An enterprise must consolidate a VIE when that enterprise has a controlling financial interest in the VIE. An enterprise is deemed to have a controlling financial interest if it has (i) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance, and (ii) the obligation to absorb losses of the VIE that could be significant to the VIE or the rights to receive benefits from the VIE that could be significant to the VIE.

~~NVR believes~~We believe the activities that most significantly impact a development entity’s economic performance are the operating activities of the entity. The development entity’s equity investors bear the full risk during the

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars and shares in thousands, except per share data)

(unaudited)

development process. Unless and until a development entity completes finished building lots through the development process, the entity does not earn any revenues. The operating development activities are managed solely by the development entity’s equity investors.

The development entities with which ~~NVR contracts~~we contract to buy finished lots typically select the respective projects, obtain the necessary zoning approvals, obtain the financing required with no support or guarantees from ~~NVR,~~us, select who will purchase the finished lots and at what price, and manage the completion of the infrastructure improvements, all for the purpose of generating a cash flow return to the development entity’s equity holders and all independent of ~~NVR. The Company possesses~~us. We possess no more than limited protective legal rights through the Lot Purchase Agreement in the specific finished lots that ~~it is~~we are purchasing, and ~~NVR possesses~~we possess no participative rights in the development entities. Accordingly, ~~NVR does~~we do not have the power to direct the activities of a developer that most significantly impact the developer’s economic performance. For this reason, ~~NVR has~~we have concluded that ~~it is~~we are not the primary beneficiary of the development entities with which ~~the Company enters~~we enter into Lot Purchase Agreements, and therefore, ~~NVR does~~we do not consolidate any of these VIEs.

~~Table of Contents~~

~~NVR, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(dollars and shares in thousands, except per share data)~~

~~(unaudited)~~

As of ~~September 30, 2018, NVR~~March 31, 2019, we controlled approximately ~~92,350~~94,500 lots under Lot Purchase Agreements with third parties through deposits in cash and letters of credit totaling approximately ~~$398,800~~$415,600 and ~~$3,800,~~$3,900, respectively. As noted above, ~~NVR’s~~our sole legal obligation and economic loss for failure to perform under these Lot Purchase Agreements is limited to the amount of the deposit pursuant to the liquidated damage provisions contained in the Lot Purchase Agreements.

In addition, ~~NVR has~~we have certain properties under contract with land owners that are expected to yield approximately ~~7,800~~7,700 lots, which are not included in the number of total lots controlled. Some of these properties may require rezoning or other approvals to achieve the expected yield. These properties are controlled with deposits in cash and letters of credit totaling approximately ~~$3,500~~$2,000 and $100, respectively, as of ~~September 30, 2018,~~March 31, 2019, of which approximately ~~$1,300~~$1,700 is refundable if certain contractual conditions are not met. ~~NVR~~We generally ~~expects~~expect to assign the raw land contracts to a land developer and simultaneously enter into a Lot Purchase Agreement with the assignee if the project is determined to be feasible.

~~NVR’s~~Our total risk of loss related to contract land deposits as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 was as follows:


	September 30, 2018			December 31, 2017			March 31, 2019			December 31, 2018
Contract land deposits	$	402,318		$	400,428		$	417,598		$	425,393
Loss reserve on contract land deposits	(27,968		)	(29,999		)	(28,266		)	(29,216		)
Contract land deposits, net	374,350			370,429			389,332			396,177
Contingent obligations in the form of letters of credit	3,870			1,996			4,009			3,923
Specific performance obligations (1)	1,505			1,505			1,505			1,505
Total risk of loss	$	379,725		$	373,930		$	394,846		$	401,605


(1)	As of both ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017, the Company was~~2018, we were committed to purchase 10 finished lots under specific performance obligations.

3. Joint Ventures

On a limited basis, ~~NVR obtains~~we obtain finished lots using joint venture limited liability corporations (“JVs”). The JVs are typically structured such that ~~NVR is~~we are a non-controlling member and isare at risk only for the amount ~~the Company has~~we have invested, or ~~has~~have committed to invest, in addition to any deposits placed under Lot Purchase Agreements with the joint venture. ~~NVR is~~We are not a borrower, guarantor or obligor on any debt of the JVs, as applicable. ~~The Company enters~~We enter into Lot Purchase Agreements to purchase lots from these JVs, and as a result ~~has~~have a variable interest in these JVs.

During the third quarter of 2018, the Company recognized a $7,400 impairment charge (including approximately $760 of capitalized interest) related to one of these JVs. The charge was recorded to homebuilding "Cost of sales" on the accompanying condensed consolidated statements of income. None of the other JVs had any indicators of impairment as of September 30, 2018.

At ~~September 30, 2018, the Company~~March 31, 2019, we had an aggregate investment totaling approximately ~~$31,750~~$31,100 in six JVs that are expected to produce approximately ~~6,900~~6,700 finished lots, of which approximately ~~3,550~~3,300 lots were controlled by ~~the Company~~us and the remaining approximately 3,350 lots were either under contract with unrelated parties or not currently under contract. In addition, NVR had additional funding commitments totaling approximately $5,000 in the aggregate to three of the JVs at September 30, 2018. The Company has determined that it is not the primary beneficiary of five of the JVs because either NVR and the other JV partner share power or the other JV partner has the controlling financial interest. The aggregate investment in unconsolidated JVs was approximately $31,750 and $49,000 at September 30, 2018 and December 31, 2017, respectively, and is reported in the “Other assets” line item on the accompanying condensed consolidated balance sheets. For the remaining JV, NVR has concluded that it is the primary beneficiary because the Company has the controlling financial interest in the JV.

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars and shares in thousands, except per share data)

(unaudited)

the remaining approximately 3,400 lots were either under contract with unrelated parties or not currently under contract. In addition, we had additional funding commitments totaling approximately $4,700 in the aggregate to three of the JVs at March 31, 2019. We have determined that we are not the primary beneficiary of five of the JVs because we either share power with the other JV partner or the other JV partner has the controlling financial interest. The ~~condensed balance sheets as of September 30, 2018~~aggregate investment in unconsolidated JVs was approximately $31,100 and $29,400 at March 31, 2019 and December 31, ~~2017~~2018, respectively, and is reported in the “Other assets” line item on the accompanying condensed consolidated balance sheets. For the remaining JV, we have concluded that we are the primary beneficiary because we have the controlling financial interest in the JV. As of December 31, 2018, all activities under the consolidated JV ~~were as follows:~~had been completed. As of March 31, 2019, we had no investment remaining in the JV and the JV had remaining balances of $300 in cash and $264 in accrued expenses, which are included in homebuilding "Other assets" and "Accrued expenses and other liabilities," respectively, in the accompanying condensed consolidated balance sheets.

September 30, 2018 December 31, 2017
Assets:
Cash $ 335
$ 1,069
Other assets —
37
Total assets $ 335
$ 1,106

Liabilities and equity:

Accrued expenses $ 290
$ 487
Equity 45
619
Total liabilities and equity $ 335
$ 1,106

~~The Company recognizes~~We recognize income from the JVs as a reduction to the lot cost of the lots purchased from the respective JVs when the homes are settled, based on the expected total profitability and the total number of lots expected to be produced by the respective JVs. ~~With the Company's adoption of ASU 2016-15effective January 1, 2018, the Company made the election to~~

We classify distributions received from unconsolidated JVs using the cumulative earnings approach. As a result, distributions received up to the amount of cumulative earnings recognized by ~~the Company~~us are reported as distributions of earnings and those in excess of that amount are reported as a distribution of capital. These distributions are classified within the accompanying condensed consolidated statements of cash flows as cash flows from operating activities and investing activities, respectively. ~~See Note 1 for additional discussion regarding the Company's adoption of ASU 2016-15.~~

4. Land Under Development

On a limited basis, ~~NVR~~we directly ~~acquires~~acquire raw land parcels already zoned for its intended use to develop into finished lots. Land under development includes the land acquisition costs, direct improvement costs, capitalized interest where applicable, and real estate taxes.

As of ~~September 30, 2018, NVR~~March 31, 2019, we directly owned a total of three separate raw land parcels with a carrying value of ~~$36,064~~$37,781 that are expected to produce approximately 500 finished lots. ~~The Company~~We also ~~has~~have additional funding commitments of approximately ~~$7,900~~$6,700 under a joint development agreement related to one parcel, a portion of which ~~the Company expects~~we expect will be offset by development credits of approximately ~~$4,700.~~$4,100.

None of the raw parcels had any indicators of impairment as of ~~September 30, 2018.~~March 31, 2019.

5. Capitalized Interest

~~The Company capitalizes~~We capitalize interest costs to land under development during the active development of finished lots. In addition, ~~the Company capitalizes~~we capitalize interest costs ~~to its joint venture~~on our JV investments while the investments are considered qualified assets pursuant to ASC Topic 835-20 - Interest. Capitalized interest is transferred to sold or unsold inventory as the development of finished lots is completed, then charged to cost of sales upon ~~the Company’s~~our settlement of homes and the respective lots. Interest incurred in excess of the interest capitalizable based on the level of qualified assets is expensed in the period incurred.

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars and shares in thousands, except per share data)

(unaudited)

The following table reflects the changes in ~~the Company's~~our capitalized interest during the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 and ~~2017:~~2018:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Interest capitalized, beginning of period	$	5,388		$	5,952		$	5,583		$	5,106		$	4,154		$	5,583
Interest incurred	6,517			6,615			19,737			19,754			6,499			6,595
Interest charged to interest expense	(6,197		)	(6,120		)	(18,808		)	(17,870		)	(6,215		)	(6,282		)
Interest charged to cost of sales	(1,136		)	(778		)	(1,940		)	(1,321		)	(298		)	(351		)
Interest capitalized, end of period	$	4,572		$	5,669		$	4,572		$	5,669		$	4,140		$	5,545

6. Earnings per Share

The following weighted average shares and share equivalents were used to calculate basic and diluted earnings per share for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 and ~~2017:~~2018:


	Three Months Ended September 30,		Nine Months Ended September 30,		Three Months Ended March 31,
	2018	2017	2018	2017	2019	2018
Weighted average number of shares outstanding used to calculate basic EPS	3,612	3,747	3,640	3,733	3,607	3,675
Dilutive securities:
Stock options and restricted share units	444	516	499	466	348	545
Weighted average number of shares and share equivalents outstanding used to calculate diluted EPS	4,056	4,263	4,139	4,199	3,955	4,220

The following non-qualified stock options ("Options"~~) and restricted share units (RSUs"~~) issued under equity incentive plans were outstanding during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ but were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive.

Three Months Ended September 30, Nine Months Ended September 30,
2018 2017 2018 2017
Anti-dilutive securities 371
8
353
17

~~7. Equity-Based Compensation~~

The Company’s shareholders approved the NVR, Inc. 2018 Equity Incentive Plan (the "2018 Plan") at the Company’s Annual Meeting of Shareholders held on May 2, 2018. The 2018 Plan authorizes the Company to issue up to an aggregate of 275 shares of the Company’s common stock in the form of Options and RSUs to key management employees, including executive officers and members of our Board of Directors ("Directors"). Of the 275 aggregate shares available to issue, all may be granted in the form of Options and up to 40 may be granted in the form of RSUs.

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars and shares in thousands, except per share data)

(unaudited)

~~During~~7. Shareholders’ Equity

A summary of changes in shareholders’ equity for the second quarter of 2018, the Company issued 332 Options and 16 RSUs under the NVR, Inc. 2010 Equity Incentive Plan (the "2010 Plan"), the NVR, Inc. 2014 Equity Incentive Plan (the "2014 Plan"), and the 2018 Plan as follows:three months ended March 31, 2019 is presented below:

2010 Plan 2014 Plan 2018 Plan
Options Granted
Options - service-only (1) 4
90
72
Options - performance-based (2) —
94
72
Total Options Granted 4
184
144

RSUs Granted
RSUs - service-only (3) 8
—
—
RSUs - performance-based (4) 8
—
—
Total RSUs Granted 16
—
—



	Common Stock		Additional Paid-In Capital			Retained Earnings		Treasury Stock			Deferred Compensation Trust			Deferred Compensation Liability			Total
Balance, December 31, 2018	$	206	$	1,820,223		$	7,031,333	$	(7,043,200	)	$	(16,937	)	$	16,937		$	1,808,562

Net income	—		—			188,406		—			—			—			188,406
Deferred compensation activity, net	—		—			—		—			25			(25		)	—
Purchase of common stock for treasury	—		—			—		(216,499		)	—			—			(216,499		)
Equity-based compensation	—		19,333			—		—			—			—			19,333
Proceeds from Options exercised	—		98,974			—		—			—			—			98,974
Treasury stock issued upon option exercise and restricted share vesting	—		(39,430		)	—		39,430			—			—			—
Balance, March 31, 2019	$	206	$	1,899,100		$	7,219,739	$	(7,220,269	)	$	(16,912	)	$	16,912		$	1,898,776

~~(1) Of the 166 service-only Options granted, 34 will vest over two years~~A summary of changes in ~~50% increments on December 31, 2020 and 2021; the remaining 132 Options will vest over four years in 25% increments on December 31, 2020, 2021, 2022, and 2023. Vesting~~shareholders’ equity for the ~~Options~~three months ended March 31, 2018 is ~~contingent solely upon continued employment or continued service as a Director.~~presented below:

~~(2) Of the 166 performance-based Options granted, 34 will vest over two years in 50% increments on December 31, 2020~~



	Common Stock		Additional Paid-In Capital			Retained Earnings		Treasury Stock			Deferred Compensation Trust			Deferred Compensation Liability		Total
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	—		—			166,049		—			—			—		166,049
Deferred compensation activity, net	—		—			—		—			(6		)	6		—
Purchase of common stock for treasury	—		—			—		(357,242		)	—			—		(357,242		)
Equity-based compensation	—		9,509			—		—			—			—		9,509
Proceeds from Options exercised	—		40,804			—		—			—			—		40,804
Treasury stock issued upon option exercise and restricted share vesting	—		(16,410		)	—		16,410			—			—		—
Balance, March 31, 2018	$	206	$	1,678,100		$	6,400,185	$	(6,611,683	)	$	(17,389	)	$	17,389	$	1,466,808

We repurchased approximately 82 and 2021; the remaining 132 performance-based Options will vest over four years in 25% increments on December 31, 2020, 2021, 2022, and 2023. Vesting for the performance-based Options is contingent upon both continued employment or continued service as a Director and the Company's return on capital performance during 2018 through 2020.

~~(3) The service-only RSUs granted will vest over two years in 50% increments on December 31, 2022 and 2023. Vesting for the RSUs is contingent solely upon continued employment.~~

(4) The performance-based RSUs granted will vest over two years in 50% increments on December 31, 2022 and 2023. Vesting for the performance-based RSUs is contingent upon both continued employment and the Company's return on capital performance during 2018 through 2020.

~~In addition to the above equity grant, the Company also issued a total~~116 shares of ~~9 Options under the 2010 Plan and 2014 Plan~~our common stock during the ~~nine~~three months ended ~~September 30, 2018. The Options granted will predominantly vest annually over four years~~March 31, 2019 and 2018, respectively. We settle Option exercises and vesting of RSUs by issuing shares of treasury stock. Approximately 95 and 44 shares were issued from the treasury account during the three months ended March 31, 2019 and 2018, respectively, in ~~25% increments beginning on December 31, 2020. Vesting for 50%~~settlement of Option exercises and vesting of RSUs. Shares are relieved from the Options granted is contingent upon both continued employment and the Company's return on capital performance during 2018 through 2020, while vesting for the other 50% of the Options granted is contingent solely upon continued employment.

~~All Options were granted at an exercise price equal to the closing price of the Company’s common stock~~treasury account based on the ~~day prior to the date~~weighted average cost basis of ~~grant, and expire ten years from the date of grant.~~treasury shares acquired.

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars and shares in thousands, except per share data)

(unaudited)

~~The following table provides additional information relative to NVR's equity-based compensation plans for the nine months ended September 30, 2018:~~

Options Shares Weighted Average Per Share Exercise Price
Outstanding at December 31, 2017 916
$ 1,119.92
Granted 341
3,022.95
Exercised (121 ) 952.18
Forfeited (30 ) 1,283.48
Outstanding at September 30, 2018 1,106
$ 1,719.97
Exercisable at September 30, 2018 341
$ 959.64

RSUs
Outstanding at December 31, 2017 10

Granted 16

Vested (5 )
Forfeited —

Outstanding at September 30, 2018 21

Vested, but not issued at September 30, 2018 —

To estimate the grant date fair value of its Options, the Company uses the Black-Scholes option-pricing model (the “Pricing Model”). The Pricing Model estimates the per share fair value of an option on its date of grant based on the following factors: the option’s exercise price, the price of the underlying stock on the date of grant, the estimated dividend yield, a risk-free interest rate, the estimated option term, and the expected volatility. For the risk-free interest rate, the Company uses U.S. Treasury STRIPS which mature at approximately the same time as the option’s expected holding term. For expected volatility, NVR has concluded that its historical volatility over the option’s expected holding term provides the most reasonable basis for this estimate.

~~The fair value of the Options granted during 2018 was estimated on the grant date using the Pricing Model, based on the following assumptions:~~



		~~2018~~
~~Estimated option life (years)~~		~~5.06~~
~~Risk-free interest rate (range)~~		~~2.19% - 2.99%~~
~~Expected volatility (range)~~		~~16.57% - 20.00%~~
~~Expected dividend rate~~		—%
~~Weighted average grant date fair value per share of Options granted~~		~~$689.09~~

~~The weighted-average grant date fair value per share of $3,019.04 for the RSUs granted during 2018 was the closing price of the Company's common stock on the day immediately preceding the grant date.~~

Compensation cost for Options and RSUs is recognized on a straight-line basis over the requisite service period for the entire award (from the date of grant through the period of the last separately vesting portion of the grant). For the recognition of equity-based compensation, the Options and RSUs that are subject to a performance condition are treated as a separate award from the “service-only” Options and RSUs, and compensation expense for Options and RSUs subject to a performance condition is recognized when it becomes probable that the stated performance target will be achieved. The Company currently believes that it is probable that the performance

~~Table of Contents~~

~~NVR, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(dollars and shares in thousands, except per share data)~~

~~(unaudited)~~

condition will be satisfied at the target level and is recognizing compensation expense related to such Options and RSUs accordingly. Compensation cost is recognized within the income statement in the same expense line as the cash compensation paid to the respective employees.

The Company recognizes forfeitures of equity-based awards as a reduction to compensation costs in the period in which they occur. Total equity-based compensation expense recognized during the three and nine months ended September 30, 2018 was $23,586 and $51,690, respectively. During the three and nine months ended September 30, 2017, total equity-based compensation expense recognized was $11,211 and $32,678, respectively.

As of September 30, 2018, the total unrecognized compensation cost for all outstanding Options and RSUs was approximately $322,900. The unrecognized compensation cost will be recognized over each grant’s applicable vesting period, with the latest vesting date being December 31, 2023. Unrecognized compensation costs may change depending on the satisfaction of the performance-based metric, discussed above. The weighted-average period over which the unrecognized compensation will be recorded is equal to approximately 2.7 years.

8. ~~Shareholders’ Equity~~

~~A summary of changes in shareholders’ equity is presented below:~~

Common
Stock

Additional
Paid-In
Capital

Retained
Earnings

Treasury
Stock

Deferred
Compensation
Trust

Deferred
Compensation
Liability
Total
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 —
—
565,039
—
—
—
565,039
Deferred compensation activity, net —
—
—
—
455
(455 ) —
Purchase of common stock for treasury —
—
—
(657,369 ) —
—
(657,369 )
Equity-based compensation —
51,690
—
—
—
—
51,690
Proceeds from Options exercised —
115,268
—
—
—
—
115,268
Treasury stock issued upon option exercise and restricted share vesting —
(48,832 ) —
48,832
—
—
—
Balance, September 30, 2018 $ 206
$ 1,762,323
$ 6,799,175
$ (6,879,388 ) $ (16,928 ) $ 16,928
$ 1,682,316

The Company repurchased approximately 222 shares of its common stock during the nine months ended September 30, 2018. The Company settles Option exercises and vesting of RSUs by issuing shares of treasury stock. Approximately 126 shares were issued from the treasury account during the nine months ended September 30, 2018 in settlement of Option exercises and vesting of RSUs. Shares are relieved from the treasury account based on the weighted average cost basis of treasury shares acquired.

9. Product Warranties

~~The Company establishes~~We establish warranty and product liability reserves (“Warranty Reserve”) to provide for estimated future expenses as a result of construction and product defects, product recalls and litigation incidental to ~~NVR’s~~our homebuilding business. Liability estimates are determined based on management’s judgment, considering such factors as historical experience, the estimated current cost of corrective action, manufacturers’ and subcontractors’ participation in sharing the cost of corrective action, consultations with third party experts such as engineers, and discussions with ~~the Company’s~~our general counsel and outside counsel retained to handle specific product liability cases.

~~Table of Contents~~

~~NVR, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(dollars and shares in thousands, except per share data)~~

~~(unaudited)~~

The following table reflects the changes in ~~the Company’s~~our Warranty Reserve during the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 and ~~2017:~~2018:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Warranty reserve, beginning of period	$	99,702		$	95,394		$	94,513		$	93,895		$	103,700		$	94,513
Provision	15,900			12,940			43,644			35,107			11,823			11,527
Payments	(15,771		)	(11,677		)	(38,326		)	(32,345		)	(12,671		)	(10,434		)
Warranty reserve, end of period	$	99,831		$	96,657		$	99,831		$	96,657		$	102,852		$	95,606

~~10.~~9. Segment Disclosures

~~The following disclosure includes~~We disclose four homebuilding reportable segments that aggregate geographically ~~the Company’s~~our homebuilding operating segments, and ~~the~~our mortgage banking operations presented as one reportable segment. The homebuilding reportable segments are comprised of operating divisions in the following geographic areas:



Mid Atlantic:		Maryland, Virginia, West Virginia, Delaware and Washington, D.C.
North East:		New Jersey and Eastern Pennsylvania
Mid East:		New York, Ohio, Western Pennsylvania, Indiana and Illinois
South East:		North Carolina, South Carolina, Florida and Tennessee

Homebuilding profit before tax includes all revenues and income generated from the sale of homes, less the cost of homes sold, selling, general and administrative expenses and a corporate capital allocation charge. The corporate capital allocation charge is eliminated in consolidation and is based on the segment’s average net assets employed. The corporate capital allocation charged to the operating segment allows the Chief Operating Decision Maker (“CODM”) to determine whether the operating segment’s results are providing the desired rate of return after covering ~~the Company’s~~our cost of capital.

~~Certain assets are~~Assets not allocated to the operating segments ~~as those assets~~ are ~~neither~~not included in either the operating segment’s corporate capital allocation charge ~~nor in~~or the CODM’s evaluation of the operating segment’s performance. ~~The Company records~~We record charges on contract land deposits when it is determined that it is probable that recovery of the deposit is impaired. For segment reporting purposes, impairments on contract land deposits are generally charged to the operating segment upon the termination of a Lot Purchase Agreement with the developer, or the restructuring of a Lot Purchase Agreement resulting in the forfeiture of the deposit. Mortgage banking profit before tax consists of revenues generated from mortgage financing, title insurance and closing services, less the costs of such services and general and administrative costs. Mortgage banking operations are not charged a corporate capital allocation charge.

In addition to the corporate capital allocation and contract land deposit impairments discussed above, the other reconciling items between segment profit and consolidated profit before tax include unallocated corporate overhead (including all management incentive compensation), equity-based compensation expense, consolidation adjustments and external corporate interest expense. ~~NVR’s overhead~~Overhead functions such as accounting, treasury and human resources are centrally performed and ~~the~~these costs are not allocated to ~~the Company’s~~our operating segments. Consolidation

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars and shares in thousands, except per share data)

(unaudited)

adjustments consist of such items necessary to convert the reportable segments’ results, which are predominantly maintained on a cash basis, to a full accrual basis for external financial statement presentation purposes, and are not allocated to ~~the Company’s~~our operating segments. External corporate interest expense primarily consists of interest charges on ~~the Company’s~~our 3.95% Senior Notes due 2022 (the “Senior Notes”) and is not charged to the operating segments because the charges are included in the corporate capital allocation discussed above.

~~Table of Contents~~

~~NVR, Inc.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(dollars and shares in thousands, except per share data)~~

~~(unaudited)~~

The following tables present segment revenues, profit and assets with reconciliations to the amounts reported for the consolidated enterprise, where applicable:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
Revenues:
Homebuilding Mid Atlantic	$	991,077	$	927,551	$	2,807,251	$	2,521,967	$	881,324	$	842,496
Homebuilding North East	152,858		141,033		423,190		374,804		122,627		122,714
Homebuilding Mid East	391,933		338,900		1,045,458		895,168		338,549		290,237
Homebuilding South East	273,477		226,242		774,002		602,088		300,706		234,646
Mortgage Banking	43,062		34,194		119,225		95,477		43,805		39,321
Total consolidated revenues	$	1,852,407	$	1,667,920	$	5,169,126	$	4,489,504	$	1,687,011	$	1,529,414


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Income before taxes:
Homebuilding Mid Atlantic	$	115,180		$	109,417		$	318,447		$	274,527		$	99,364		$	91,047
Homebuilding North East	18,560			18,762			51,041			41,980			11,460			15,704
Homebuilding Mid East	51,744			44,990			121,129			103,135			35,475			27,211
Homebuilding South East	31,426			26,849			83,867			64,330			35,036			23,237
Mortgage Banking	27,183			19,336			69,418			53,293			29,558			22,550
Total segment profit before taxes	244,093			219,354			643,902			537,265			210,893			179,749
Reconciling items:
Contract land deposit reserve adjustment (1)	(689		)	1,910			2,031			(882		)	950			2,128
Equity-based compensation expense (2)	(23,586		)	(11,211		)	(51,690		)	(32,678		)	(19,333		)	(9,509		)
Corporate capital allocation (3)	55,438			51,904			160,091			147,737			54,559			50,700
Unallocated corporate overhead	(20,424		)	(18,768		)	(74,211		)	(69,362		)	(31,735		)	(31,284		)
Consolidation adjustments and other	831			7,087			20,142			20,513			9,247			5,201
Corporate interest expense	(5,953		)	(5,812		)	(17,971		)	(17,000		)	(5,974		)	(5,987		)
Reconciling items sub-total	5,617			25,110			38,392			48,328			7,714			11,249
Consolidated income before taxes	$	249,710		$	244,464		$	682,294		$	585,593		$	218,607		$	190,998


(1)	This item represents changes to the contract land deposit impairment reserve, which are not allocated to the reportable segments.


(2)	The increase in equity-based compensation expense infor the three ~~and nine~~ month ~~periods~~period ended ~~September 30, 2018~~March 31, 2019 was primarily attributable to the ~~issuance of Options and RSUs~~equity grant in the second quarter of 2018. ~~See Note 7 for additional discussion of equity-based compensation.~~

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars and shares in thousands, except per share data)

(unaudited)


(3)	This item represents the elimination of the corporate capital allocation charge included in the respective homebuilding reportable segments. The corporate capital allocation charge is based on the segment’s monthly average asset balance, and was as follows for the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
Corporate capital allocation charge:
Homebuilding Mid Atlantic	$	31,733	$	32,025	$	93,682	$	92,154	$	30,417	$	30,449
Homebuilding North East	4,565		4,244		13,325		12,191		4,727		4,180
Homebuilding Mid East	9,541		7,747		26,571		22,024		9,015		7,973
Homebuilding South East	9,599		7,888		26,513		21,368		10,400		8,098
Total	$	55,438	$	51,904	$	160,091	$	147,737	$	54,559	$	50,700


	September 30, 2018			December 31, 2017			March 31, 2019			December 31, 2018
Assets:
Homebuilding Mid Atlantic	$	1,098,095		$	1,079,225		$	1,043,004		$	1,018,953
Homebuilding North East	160,541			143,008			146,750			144,412
Homebuilding Mid East	324,253			263,019			294,293			290,815
Homebuilding South East	340,686			277,705			333,075			332,468
Mortgage Banking	365,862			397,052			487,148			517,075
Total segment assets	2,289,437			2,160,009			2,304,270			2,303,723
Reconciling items:
Cash and cash equivalents	598,789			645,087			805,195			688,783
Deferred taxes	115,824			111,953			115,160			112,333
Intangible assets and goodwill	50,028			50,144			49,950			49,989
Operating lease right-of-use assets							65,519			—
Contract land deposit reserve	(27,968		)	(29,999		)	(28,266		)	(29,216		)
Consolidation adjustments and other	63,713			52,085			50,943			40,321
Reconciling items sub-total	800,386			829,270			1,058,501			862,210
Consolidated assets	$	3,089,823		$	2,989,279		$	3,362,771		$	3,165,933

~~11.~~10. Fair Value

GAAP assigns a fair value hierarchy to the inputs used to measure fair value. Level 1 inputs are quoted prices in active markets for identical assets and liabilities. Level 2 inputs are inputs other than quoted market prices that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs.

Financial Instruments

The estimated fair values of ~~NVR’s~~our Senior Notes as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 were ~~$624,000~~$616,500 and ~~$630,000,~~$594,000, respectively. The estimated fair value is based on recent market prices of similar transactions, which is classified as Level 2 within the fair value hierarchy. The carrying values at ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 were ~~$597,527~~$597,836 and ~~$597,066,~~$597,681, respectively. Except as otherwise noted below, ~~NVR believes~~we believe that insignificant differences exist between the carrying value and the fair value of ~~its~~our financial instruments, which consist primarily of cash equivalents, due to their short term nature.

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars and shares in thousands, except per share data)

(unaudited)

Derivative Instruments and Mortgage Loans Held for Sale

In the normal course of business, ~~NVR’s~~our wholly-owned mortgage subsidiary, NVR Mortgage Finance, Inc. (“NVRM”), enters into contractual commitments to extend credit to ~~NVR’s~~our homebuyers with fixed expiration dates. The commitments become effective when the borrowers "lock-in" a specified interest rate within time frames established by NVRM. All mortgagors are evaluated for credit worthiness prior to the extension of the commitment. Market risk arises if interest rates move adversely between the time of the "lock-in" of rates by the borrower and the sale date of the loan to a broker/dealer. To mitigate the effect of the interest rate risk inherent in providing rate lock commitments to borrowers, NVRM enters into optional or mandatory delivery forward sale contracts to sell whole loans and mortgage-backed securities to broker/dealers. The forward sales contracts lock in an interest rate and price for the sale of loans similar to the specific rate lock commitments. NVRM does not engage in speculative or trading derivative activities. Both the rate lock commitments to borrowers and the forward sale contracts to broker/dealers are undesignated derivatives and, accordingly, are marked to fair value through earnings. At ~~September 30, 2018,~~March 31, 2019, there were contractual commitments to extend credit to borrowers aggregating ~~$864,355~~$801,302 and open forward delivery contracts aggregating ~~$1,120,810,~~$1,117,669, which hedge both the rate lock loan commitments and closed loans held for sale.

The fair value of NVRM’s rate lock commitments to borrowers and the related input levels include, as applicable:


i)	the assumed gain/loss of the expected resultant loan sale (Level 2);


ii)	the effects of interest rate movements between the date of the rate lock and the balance sheet date (Level 2); and


iii)	the value of the servicing rights associated with the loan (Level 2).

The assumed gain/loss considers the excess servicing to be received or buydown fees to be paid upon securitization of the loan. The excess servicing and buydown fees are calculated pursuant to contractual terms with investors. To calculate the effects of interest rate movements, NVRM utilizes applicable published mortgage-backed security prices, and multiplies the price movement between the rate lock date and the balance sheet date by the notional loan commitment amount. NVRM sells all of its loans on a servicing released basis, and receives a servicing released premium upon sale. Thus, the value of the servicing rights is included in the fair value measurement and is based upon contractual terms with investors and varies depending on the loan type. NVRM assumes a fallout rate when measuring the fair value of rate lock commitments. Fallout is defined as locked loan commitments for which NVRM does not close a mortgage loan and is based on historical experience.

The fair value of NVRM’s forward sales contracts to broker/dealers solely considers the market price movement of the same type of security between the trade date and the balance sheet date (Level 2). The market price changes are multiplied by the notional amount of the forward sales contracts to measure the fair value.

Mortgage loans held for sale are recorded at fair value when closed, and thereafter are carried at the lower of cost or fair value, net of deferred origination costs, until sold. Fair value is measured using Level 2 inputs. The fair value of loans held for sale of ~~$322,944~~$422,557 included on the accompanying condensed consolidated balance sheet has been increased by ~~$3,127~~$12,243 from the aggregate principal balance of ~~$319,817.~~$410,314. As of December 31, ~~2017,~~2018, the fair value of loans held for sale of ~~$352,489~~$458,324 were increased by ~~$1,931~~$10,880 from the aggregate principal balance of ~~$350,558.~~$447,444.

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars and shares in thousands, except per share data)

(unaudited)

The fair value measurement of NVRM's undesignated derivative instruments was as follows:


	September 30, 2018		December 31, 2017		March 31, 2019			December 31, 2018
Rate lock commitments:
Gross assets	$	12,195	$	5,400	$	18,437		$	13,831
Gross liabilities	3,165		1,832		149			345
Net rate lock commitments	$	9,030	$	3,568	$	18,288		$	13,486
Forward sales contracts:
Gross assets	$	1,949	$	992	$	312		$	64
Gross liabilities	669		667		7,625			10,121
Net forward sales contracts	$	1,280	$	325	$	(7,313	)	$	(10,057	)

As of both ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the net rate lock commitments are reported in mortgage banking "Other assets" and the net forward sales contracts are reported in mortgage banking ~~"Other assets"~~"Accrued expenses and other liabilities" on the accompanying condensed consolidated balance sheets.

The fair value measurement adjustment as of ~~September 30, 2018~~March 31, 2019 was as follows:


	Notional or Principal Amount		Assumed Gain/(Loss) From Loan Sale		Interest Rate Movement Effect			Servicing Rights Value		Security Price Change		Total Fair Value Measurement Gain/(Loss)		Notional or Principal Amount		Assumed Gain/(Loss) From Loan Sale		Interest Rate Movement Effect		Servicing Rights Value		Security Price Change			Total Fair Value Measurement Gain/(Loss)
Rate lock commitments	$	864,355	$	1,486	$	(2,376	)	$	9,920	$	—	$	9,030	$	801,302	$	4,554	$	5,514	$	8,220	$	—		$	18,288
Forward sales contracts	$	1,120,810	—		—			—		1,280		1,280		$	1,117,669	—		—		—		(7,313		)	(7,313		)
Mortgages held for sale	$	319,817	667		(1,934		)	4,394		—		3,127		$	410,314	2,560		4,659		5,024		—			12,243
Total fair value measurement			$	2,153	$	(4,310	)	$	14,314	$	1,280	$	13,437			$	7,114	$	10,173	$	13,244	$	(7,313	)	$	23,218

The total fair value measurement adjustment as of December 31, ~~2017~~2018 was ~~$5,824.~~$14,309. For the three months ended ~~September 30, 2018, NVRM recorded a fair value adjustment to expense of $1,986. For the nine months ended September 30,~~March 31, 2019 and 2018, NVRM recorded a fair value adjustment to income of ~~$7,613. For the three~~$8,909 and ~~nine months ended September 30, 2017, NVRM recorded a fair value adjustment to income of $1,572 and $2,931,~~$4,014, respectively. Unrealized gains/losses from the change in the fair value measurements are included in earnings as a component of mortgage banking fees in the accompanying condensed consolidated statements of income. The fair value measurement will be impacted in the future by the change in the value of the servicing rights, interest rate movements, security price fluctuations, and the volume and product mix of NVRM’s closed loans and locked loan commitments.

~~12.~~11. Debt

Senior Notes

As of ~~September 30, 2018, the Company~~March 31, 2019, we had Senior Notes outstanding with a principal balance of $600,000. The Senior Notes mature on September 15, 2022 and bear interest at 3.95%, payable semi-annually in arrears on March 15 and September 15. The Senior Notes were issued at a discount to yield 3.97% and have been reflected net of the unamortized discount and unamortized debt issuance costs in the accompanying condensed consolidated balance sheet.

Credit Agreement

~~NVR has~~We have an unsecured Credit Agreement (the “Credit Agreement”), which provides for aggregate revolving loan commitments of $200,000 (the “Facility”). Under the Credit Agreement, ~~the Company~~we may request increases of up to $300,000 to the 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. The Credit Agreement provides for a $100,000 sublimit for the issuance of letters of credit, of which approximately $9,100 was outstanding at March 31,

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars and shares in thousands, except per share data)

(unaudited)

~~provides for a $100,000 sublimit for the issuance of letters of credit, of which approximately $9,600 was outstanding at September 30, 2018,~~2019, and a $25,000 sublimit for a swing line commitment. The Credit Agreement termination date is July 15, 2021. There was no debt outstanding under the Facility at ~~September 30, 2018.~~March 31, 2019.

Repurchase Agreement

NVRM provides for its mortgage origination and other operating activities using cash generated from its operations, borrowings from its parent company, NVR, as well as a revolving mortgage repurchase agreement (the “Repurchase Agreement”), which is non-recourse to NVR. The Repurchase Agreement provides for loan purchases up to $150,000, subject to certain sub-limits. Amounts outstanding under the Repurchase Agreement are collateralized by the Company’s mortgage loans held for sale.

On July 25, 2018, NVRM entered into the Tenth Amendment (the "Amendment") to its Repurchase Agreement. The Amendment removed the $50,000 incremental commitment that was available under the prior Repurchase Agreement. All other terms and conditions under the Repurchase Agreement remained materially consistent. The Repurchase Agreement expires on July 24, 2019. At ~~September 30, 2018,~~March 31, 2019, there were no borrowing base limitations reducing the amount available under the Repurchase Agreement. There was no debt outstanding under the Repurchase Agreement at ~~September 30, 2018.~~March 31, 2019.

~~13.~~12. Commitments and Contingencies

~~The Company and its subsidiaries~~We are involved in various litigation arising in the ordinary course of business. In the opinion of management, and based on advice of legal counsel, this litigation is not expected to have a material adverse effect on ~~the~~our financial position, results of operations or cash ~~flows of the Company.~~flows. Legal costs incurred in connection with outstanding litigation are expensed as incurred.

~~14. Income Taxes~~13. Leases

~~The Company’s effective tax rate~~We have operating leases for our corporate and division offices, production facilities, model homes, and certain office and production equipment. Our leases have remaining lease terms of up to 10 years, some of which include options to extend the ~~three~~leases for up to 10 years, and ~~nine months ended September 30, 2018 was 21.6% and 17.2%, respectively. For~~some of which include options to terminate the ~~three and nine months ended September 30, 2017, the Company's effective tax rate was 33.7% and 29.5%, respectively. The reduction in the effective tax rate was primarily due to the following items:~~

~~The enactment of the Tax Cuts and Jobs Act in December 2017, which lowered the Company's federal statutory tax rate from 35% to 21%, and~~

The retroactive reinstatement of certain expired energy tax credits under the Bipartisan Budget Act of 2018, which resulted in the Company recognizing a tax benefit of approximately $6,200 in the first quarter of 2018 related to homes settled in 2017.

Additionally, the effective tax rate for the three and nine months ended September 30, 2018 and 2017 was favorably impacted by the recognition of an income tax benefit related to excess tax benefits from stock option exercises. This income tax benefit was $12,585 and $58,607 for the three and nine months ended September 30, 2018, respectively, and was $8,357 and $44,720 for the three and nine months ended September 30, 2017, respectively.

~~15. Recent Accounting Pronouncements~~lease.

~~In February 2016, the Financial Accounting Standards Board (the "FASB") issued~~On January 1, 2019, we adopted ASU 2016-02, Leases (Topic 842), which requires lessees to recognize most leases ~~on-balance~~on the balance sheet as ROU assets with ~~a liability equal to~~corresponding lease liabilities. See Note 1 for additional discussion regarding the adoption of Topic 842. The ROU assets and lease liabilities are recognized based on the present value of lease payments over the lease term, ~~and~~discounted using our incremental borrowing rate at the commencement date of the lease. We recognize operating lease expense on a ~~right-of-use asset for~~straight-line basis over the ~~right~~lease term.

We have elected to use the ~~underlying asset over~~portfolio approach for certain equipment leases which have similar lease terms and payment schedules. Additionally, for certain equipment we account for the lease ~~term. Lessees will recognize expenses on their income statements in~~and non-lease components as a ~~manner similar~~single lease component.

We have certain leases, primarily the leases of model homes, which have initial lease terms of twelve months or less ("Short-term leases"). We elected to current GAAP. The standard also requires additional disclosures of key information about leasing arrangements. The standard is effective for the Company as of January 1, 2019. Based on its current portfolio ofexclude these leases ~~the Company believes that adoption of this standard will result in~~from the recognition ~~of less than $100,000 of right-of-use~~requirements under Topic 842, and these leases have not been included in our recognized ROU assets and ~~corresponding liabilities~~lease liabilities.

We entered into a finance lease for production equipment on ~~its~~March 29, 2019. The finance lease is recorded in homebuilding "Property, plant and equipment, net" and "Accrued expenses and other liabilities" on the accompanying condensed consolidated balance ~~sheet, predominately related to real estate leases.~~sheets.

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NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars and shares in thousands, except per share data)

(unaudited)

~~Additionally, in July 2018 the FASB issued ASU 2018-11,~~ ~~Leases (Topic 842): Targeted Improvements, which provides companies with relief from the costs of implementing certain aspects of the new~~We did not incur any lease standard. The ASU amends Topic 842 so that entities may elect not to restate their comparative periods during transition. Previously, the new lease standard required that an entity apply the new rules beginning with the earliest comparative period of financial statements presented (the "modified retrospective" approach). The Company will elect to use the transition relief provided under Topic 842 when the standard becomes effectivecost for the ~~Company~~finance lease which commenced on ~~January 1,~~March 29, 2019. The components of lease expense were as follows:



	Three Months Ended March 31, 2019
Lease expense
Operating lease expense	$	7,560
Short-term lease expense	5,605
Total lease expense	$	13,165

Other information related to leases was as follows:



	Three Months Ended March 31, 2019
Supplemental Cash Flows Information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows - operating leases	$	6,563

ROU assets obtained in exchange for lease obligations:
Operating leases	$	5,980
Finance leases	$	535

Weighted-average remaining lease term (in years):
Operating leases	4.8
Finance leases	7.0

Weighted-average discount rate:
Operating leases	3.7		%
Finance leases	3.4		%

We are committed under multiple non-cancellable operating and finance leases involving office space, model homes, production facilities, automobiles and equipment. Future minimum lease payments under these leases as of March 31, 2019 were as follows:



Years Ending December 31,	Operating Leases			Finance Leases
2019	$	24,838		$	51
2020	22,182			69
2021	17,123			69
2022	13,423			69
2023	9,917			69
Thereafter	14,347			292
Total minimum lease payments	101,830			619
Less:
Imputed interest	(8,732		)	(84		)
Short-term lease payments	(6,899		)	—
Total lease liability	$	86,199		$	535

Table of Contents

NVR, Inc.

Notes to Condensed Consolidated Financial Statements

(dollars and shares in thousands, except per share data)

(unaudited)

14. Income Taxes

Our effective tax rate for the three months ended March 31, 2019 was 13.8%, compared to 13.1% for the three months ended March 31, 2018. In both periods, our effective tax rate was favorably impacted by the recognition of income tax benefits related to excess tax benefits from stock option exercises, which totaled $28,478 and $19,567 for the three months ended March 31, 2019 and 2018, respectively.

15. Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), which significantly changes the way impairment of financial assets is recognized. The standard will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. The standard’s provisions will be applied as a cumulative-effect adjustment to beginning retained earnings as of the effective date. The standard is effective for ~~the Company~~us as of January 1, 2020. ~~Early adoption is permitted for annual and interim periods beginning January 1, 2019. The Company does~~We do not believe that the adoption of this standard will have a material effect on ~~its~~our consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. The standard’s objective is to simplify the subsequent measurement of goodwill by eliminating the second step from the goodwill impairment test. Under the amendments in the standard, an entity would perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, an impairment charge would then be recognized, not to exceed the amount of goodwill allocated to that reporting unit. The standard is effective for ~~the Company~~us on January 1, 2020, and early adoption is permitted. ~~The Company does~~We do not believe that the adoption of this standard will have a material effect on ~~its~~our consolidated financial statements and related disclosures.


Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations

(dollars in thousands)

Forward-Looking Statements

Some of the statements in this Quarterly Report on Form 10-Q, as well as statements made by us in periodic press releases or other public communications, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Certain, but not necessarily all, of such forward-looking statements can be identified by the use of forward-looking terminology, such as “believes,” “expects,” “may,” “will,” “should,” or “anticipates” or the negative thereof or other comparable terminology. All statements other than of historical facts are forward-looking statements. Forward-looking statements contained in this document may include those regarding market trends, NVR’s financial position, business strategy, the outcome of pending litigation, investigations or similar contingencies, projected plans and objectives of management for future operations. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance of NVR to be materially different from future results, performance or achievements expressed or implied by the forward-looking statements. Such risk factors include, but are not limited to the following: 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. NVR undertakes no obligation to update such forward-looking statements except as required by law. For additional information regarding risk factors, see Part II, Item 1A of this Quarterly Report on Form 10-Q and Part I, Item 1A of NVR’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017.~~2018.

Unless the context otherwise requires, references to “NVR,” “we,” “us,” or “our” include NVR and its consolidated subsidiaries.

Results of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~

Overview

Business

Our primary business is the construction and sale of single-family detached homes, townhomes and condominiums, all of which are primarily constructed on a pre-sold basis. To fully serve customers of our homebuilding operations, we also operate a mortgage banking and title services business. We primarily conduct our operations in mature markets. Additionally, we generally grow our business through market share gains in our existing markets and by expanding into markets contiguous to our current active markets. Our four homebuilding reportable segments consist of the following regions:



Mid Atlantic:		Maryland, Virginia, West Virginia, Delaware and Washington, D.C.
North East:		New Jersey and Eastern Pennsylvania
Mid East:		New York, Ohio, Western Pennsylvania, Indiana and Illinois
South East:		North Carolina, South Carolina, Florida and Tennessee

Our lot acquisition strategy is predicated upon avoiding the financial requirements and risks associated with direct land ownership and development. We generally do not engage in land development (see discussion below of our land development activities). Instead, we typically acquire finished lots at market prices from various third party land developers pursuant to fixed price finished lot purchase agreements (“Lot Purchase Agreements”). These Lot Purchase Agreements require deposits, typically ranging up to 10% of the aggregate purchase price of the finished lots, in the form of cash or letters of credit that may be forfeited if we fail to perform under the Lot Purchase Agreement. This strategy has allowed us to maximize inventory turnover, which we believe enables us to minimize market risk and to operate with less capital, thereby enhancing rates of return on equity and total capital.

In addition to constructing homes primarily on a pre-sold basis and utilizing what we believe is a conservative lot acquisition strategy, we focus on obtaining and maintaining a leading market position in each market we serve. This strategy allows us to gain valuable efficiencies and competitive advantages in our markets, which we believe contributes to minimizing the adverse effects of regional economic cycles and provides growth opportunities within these markets. Our continued success is contingent upon our ability to control an adequate supply of finished lots on which to build.

In certain specific strategic circumstances, we deviate from our historical lot acquisition strategy and engage in joint venture arrangements with land developers or directly acquire raw ground already zoned for its intended use for development. Once we acquire control of raw ground, we determine whether to sell the raw parcel to a developer and enter into a Lot Purchase Agreement with the developer to purchase the finished lots or to hire a developer to develop the land on our behalf. While joint venture arrangements and direct land development activity are not our preferred method of acquiring finished building lots, we may enter into additional transactions in the future on a limited basis where there exists a compelling strategic or prudent financial reason to do so. We expect, however, to continue to acquire substantially all our finished lot inventory using Lot Purchase Agreements with forfeitable deposits.

As of ~~September 30, 2018,~~March 31, 2019, we controlled approximately 98,300 lots as described below.

Lot Purchase Agreements

We controlled approximately ~~92,350~~94,500 lots under Lot Purchase Agreements with third parties through deposits in cash and letters of credit totaling approximately ~~$398,800~~$415,600 and ~~$3,800,~~$3,900, respectively. Included in the number of controlled lots are approximately ~~4,300~~4,700 lots for which we have recorded a contract land deposit impairment reserve of approximately ~~$28,000~~$28,300 as of ~~September 30, 2018.~~March 31, 2019.

Joint Venture Limited Liability Corporations (“JVs”)

We had an aggregate investment totaling approximately ~~$31,750~~$31,100 in six JVs, expected to produce approximately ~~6,900~~6,700 lots. Of the lots to be produced by the JVs, approximately ~~3,550~~3,300 lots were controlled by us and approximately ~~3,350~~3,400 were either under contract with unrelated parties or currently not under contract.

Land Under Development

We directly owned three separate raw land parcels, zoned for their intended use, with a cost basis, including development costs, of approximately ~~$36,100~~$37,800 that we intend to develop into approximately 500 finished lots. We had additional funding commitments of approximately ~~$7,900~~$6,700 under a joint development agreement related to one parcel, a portion of which we expect will be offset by development credits of approximately ~~$4,700.~~$4,100.

See Notes 2, 3 and 4 to the condensed consolidated financial statements included herein for additional information regarding Lot Purchase Agreements, JVs and land under development, respectively.

Raw Land Purchase Agreements

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 ~~7,800 lots.~~7,700 lots, which are not included in the number of total lots controlled. Some of these properties may require rezoning or other approvals to achieve the expected yield. These properties are controlled with deposits in cash and letters of credit totaling approximately ~~$3,500~~$2,000 and $100, respectively, as of ~~September 30, 2018,~~March 31, 2019, of which approximately ~~$1,300~~$1,700 is refundable if certain contractual conditions are not met. We generally expect to assign the raw land contracts to a land developer and simultaneously enter into a Lot Purchase Agreement with the assignee if the project is determined to be feasible.

Current Business Environment and Key Financial Results

During the ~~most recent~~first quarter of 2019, general market conditions continued to be favorably impacted by low unemployment and ~~improved~~strong consumer confidence. ~~However,~~Affordability issues, which had slowed demand for new homes ~~experienced some deceleration from~~during the ~~strong demand experienced~~second half of 2018, were favorably impacted by a slight pull back in prior quarters due to affordability issues attributable in part to rising interest rates. We expect to continue to experience pricing and sales pressure in future quarters due to affordability issues, higher interest rates ~~and a competitive market environment,~~during the quarter, which ~~includes rising new home and resale inventory levels.~~

contributed to improved demand in the first quarter of 2019.

Our consolidated revenues for the ~~third~~first quarter of ~~2018~~2019 totaled ~~$1,852,407, an 11%~~$1,687,011, a 10% increase from the ~~third~~first quarter of ~~2017.~~2018. Net income for the ~~third~~first quarter ended ~~September 30, 2018~~March 31, 2019 was ~~$195,816,~~$188,406, or ~~$48.28~~$47.64 per diluted share,

increases of ~~21%~~13% and ~~27%~~21% when compared to net income and diluted earnings per share in the ~~third~~first quarter of ~~2017,~~2018, respectively. Our homebuilding gross profit margin percentage decreased to ~~18.6%~~18.5% in the ~~third~~first quarter of ~~2018~~2019 from ~~19.9%~~18.7% in the ~~third~~first quarter of ~~2017.~~2018. New orders, net of cancellations (“New Orders”) ~~increased 2%~~decreased 1% in the ~~third~~first quarter of ~~2018~~2019 compared to the ~~third~~first quarter of ~~2017.~~2018. The average sales price for New Orders in the ~~third~~first quarter of ~~2018~~2019 decreased 2%3% to ~~$374.0~~$367.0 compared to the ~~third~~first quarter of ~~2017.~~

Net income and diluted earnings per share were favorably impacted by the reduction in our effective tax rate in the third quarter of 2018 to 21.6% from 33.7% in the third quarter of 2017. See additional discussion of income taxes in the “Effective Tax Rate” section below.2018.

We believe that ~~a continuation of~~ the ~~housing market recovery~~strength in demand for new homes is dependent upon a sustained ~~overall~~ economic ~~recovery,~~growth, driven by favorable unemployment levels and continued improvements in ~~job and~~ wage growth and household formation. Demand is also impacted by homebuyer affordability concerns, which are driven by both home prices and interest rate movements. We expect to continue to face gross margin pressure, ~~which will be~~ impacted by modest pricing power and our ability to manage land and construction costs. We also expect to face pressure on mortgage banking profit due to the competitive pricing pressures in the mortgage market. 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.

Homebuilding Operations

The following table summarizes the results of operations and other data for the consolidated homebuilding operations:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Financial Data:
Revenues	$	1,809,345		$	1,633,726		$	5,049,901		$	4,394,027		$	1,643,206		$	1,490,093
Cost of sales	$	1,472,649		$	1,307,971		$	4,101,392		$	3,552,071		$	1,338,806		$	1,211,946
Gross profit margin percentage	18.6		%	19.9		%	18.8		%	19.2		%	18.5		%	18.7		%
Selling, general and administrative expenses	$	109,372		$	95,606		$	321,436		$	294,610		$	115,734		$	105,547
Operating Data:
New orders (units)	4,302			4,200			14,440			13,302			5,139			5,174
Average new order price	$	374.0		$	382.8		$	376.3		$	384.0		$	367.0		$	378.2
Settlements (units)	4,754			4,158			13,261			11,331			4,493			3,896
Average settlement price	$	380.5		$	392.9		$	380.8		$	387.7		$	365.7		$	382.4
Backlog (units)							9,710			8,855			9,011			9,809
Average backlog price							$	377.1		$	386.1		$	376.8		$	381.7
New order cancellation rate	15.5		%	13.3		%	14.0		%	13.9		%	14.1		%	13.6		%

Consolidated Homebuilding - Three Months Ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~

Homebuilding revenues increased ~~11%~~10% for the ~~third quarter of 2018~~three months ended March 31, 2019 from the same period in ~~2017, as~~2018, due to a ~~result of a 14%~~15% increase in the number of units settled, offset partially by a 3%4% decrease in the average settlement ~~price.~~price quarter over quarter. The increase in the number of units settled was primarily attributable to a ~~15%~~ higher backlog unit balance entering the third quarter of 2018 compared to the same period in 2017. The decrease in the average settlement price was attributable to a 3% lower average price of units in backlog entering the third quarter of 2018 compared to the same period in 2017.

Gross profit margin percentage in the third quarter of 2018 was 18.6%, down 133 basis points compared to the third quarter of 2017. Gross profit margin in the third quarter of 2018 was negatively impacted by a $7,400 impairment charge we recognized on one of our JVs. Gross profit margin was also negatively impacted by higher costs for certain construction materials.

The number of New Orders increased 2% while the average sales price of New Orders decreased 2% in the third quarter of 2018 compared to the third quarter of 2017. New Orders increased primarily due to more favorable market conditions entering the third quarter of 2018 compared to the same period in 2017, which led to higher community absorption rates quarter over quarter. The decrease in the average sales price of New Orders was attributable to a relative shift in New Orders to lower priced markets.

Selling, general and administrative (“SG&A”) expenses in the third quarter of 2018 increased by 14% when compared to the same period in 2017, and as a percentage of revenue increased to 6.0% in the third quarter of 2018 from 5.9% in the third quarter of 2017. SG&A expense increased primarily due to an $11,200 increase in equity-based compensation due to the equity grants in the second quarter of 2018 as further discussed in Note 7 in the accompanying condensed consolidated financial statements.

~~Consolidated Homebuilding - Nine Months Ended September 30, 2018 and 2017~~

Homebuilding revenues increased 15% for the nine months ended September 30, 2018 from the same period in 2017, due primarily to a 17% increase in the number of units settled, offset partially by a 2% decrease in the average settlement price year over year. The increase in the number of units settled was primarily attributable to a 24% higher backlog unit balance entering 2018 compared to the same period in 2017, offset partially by a lower backlog turnover rate year over year. The decrease in the average settlement price was attributable to a relative shift in settlements to lower priced markets and to a 2% lower average price of units in backlog entering ~~2018~~2019 compared to the same period in ~~2017.~~2018.

Gross profit margin percentage in the first ~~nine~~three months of ~~2018~~2019 decreased to ~~18.8%~~18.5% from ~~19.2%~~18.7% in ~~2017,~~the same period of 2018, due ~~primarily~~ to ~~higher lot and~~increases in certain material ~~costs and the aforementioned $7,400 JV impairment charge.~~costs.

The number of New Orders ~~increased 9%~~decreased 1% while the average sales price of New Orders decreased by 2%3% in the first ~~nine months~~quarter of ~~2018~~2019 when compared to the first ~~nine months~~quarter of ~~2017.~~2018. New Orders ~~increased~~decreased primarily due to ~~favorable market conditions~~a 7% decrease in the ~~first nine months~~average number of ~~2018 which led to~~active communities quarter over quarter, offset partially by higher community absorption rates ~~year~~quarter over ~~year.~~quarter. The decrease in the average sales price of New Orders is attributable to a shift to lower priced ~~markets~~products and lower priced ~~products.~~markets.

SG&A expenses in the first ~~nine months~~quarter of ~~2018~~2019 increased by 9%10% when compared to the first ~~nine months~~quarter of ~~2017,~~2018, primarily due to an approximate ~~$17,400~~$10,200 increase in equity-based compensation ~~due~~expense attributable to the ~~aforementioned~~grant of non-qualified stock options ("Options") and restricted share units (RSUs") in the second quarter ~~equity grants and an increase in personnel costs.~~of 2018. SG&A expenses as a percentage of revenue ~~decreased to 6.4% from 6.7% year~~remained relatively flat quarter over ~~year,~~quarter, due primarily to the ~~15%~~10% increase in revenues.

Backlog units and dollars were ~~9,710~~9,011 units and ~~$3,662,037,~~$3,395,132, respectively, as of ~~September 30, 2018~~March 31, 2019 compared to ~~8,855~~9,809 units and ~~$3,418,710,~~$3,744,523, respectively, as of ~~September 30, 2017.~~March 31, 2018. The ~~10% increase~~8% decrease in backlog units was primarily attributable to the ~~24% higher backlog unit balance entering 2018 compared to the same period~~aforementioned 15% increase in ~~2017.~~settlements quarter over quarter. Backlog dollars were ~~favorably impacted by~~9% lower quarter over quarter due primarily to the ~~higher~~lower backlog unit balance.

Backlog, which represents homes sold but not yet settled with the customer, may be impacted by customer cancellations for various reasons that are beyond our control, such as failure to obtain mortgage financing, inability to sell an existing home, job loss, or a variety of other reasons. In any period, a portion of the cancellations that we experience are related to new sales that occurred during the same period, and a portion are related to sales that occurred in prior periods and therefore appeared in the opening backlog for the current period. Expressed as the total of all cancellations during the period as a percentage of gross sales during the period, our cancellation rate was ~~14.0%~~14.1% and ~~13.9%~~13.6% in the first ~~nine months~~quarter of ~~2018~~2019 and ~~2017,~~2018, respectively. During the most recent four quarters, approximately 5% of a reporting quarter’s opening backlog cancelled during the fiscal quarter. We can provide no assurance that our historical cancellation rates are indicative of the actual cancellation rate that may occur during the remainder of ~~2018~~2019 or future years. Other than those units that are cancelled, we expect to settle substantially all of our ~~September 30, 2018~~March 31, 2019 backlog within the next twelve months.

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 control.

Reportable Segments

Homebuilding segment profit includes all revenues and income generated from the sale of homes, less the cost of homes sold, SG&A expenses, and a corporate capital allocation charge determined by corporate management. The corporate capital allocation charge eliminates in consolidation and is based on the segment’s average net assets employed. The corporate capital allocation charged to the operating segment allows the Chief Operating Decision Maker to determine whether the operating segment’s results are providing the desired rate of return after covering our cost of capital.

We record charges on contract land deposits when we determine that it is probable that recovery of the deposit is impaired. For segment reporting purposes, impairments on contract land deposits are generally charged to the operating segment upon the termination of a Lot Purchase Agreement with the developer or the restructuring of a Lot Purchase Agreement resulting in the forfeiture of the deposit. We evaluate our entire net contract land deposit portfolio for impairment each quarter. For presentation purposes below, the contract land deposit reserve at ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 has been allocated to the respective year’s reportable segments to show contract land deposits on a net basis. The net contract land deposit balances below also include approximately $4,000 and $3,900 ~~and $2,000~~ at ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively, of letters of credit issued as deposits in lieu of cash.

The following tables summarize certain homebuilding operating activity by reportable segment for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 and ~~2017.~~2018.

Selected Segment Financial Data:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
Revenues:
Mid Atlantic	$	991,077	$	927,551	$	2,807,251	$	2,521,967	$	881,324	$	842,496
North East	152,858		141,033		423,190		374,804		122,627		122,714
Mid East	391,933		338,900		1,045,458		895,168		338,549		290,237
South East	273,477		226,242		774,002		602,088		300,706		234,646


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
Gross profit margin:
Mid Atlantic	$	181,993	$	176,482	$	517,433	$	470,809	$	162,733	$	157,025
North East	30,184		29,854		84,701		75,088		22,839		26,179
Mid East	78,546		68,876		197,675		173,141		61,349		51,012
South East	55,557		46,842		152,197		120,224		59,578		44,218


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
Gross profit margin percentage:
Mid Atlantic	18.4	%	19.0	%	18.4	%	18.7	%	18.5	%	18.6	%
North East	19.7	%	21.2	%	20.0	%	20.0	%	18.6	%	21.3	%
Mid East	20.0	%	20.3	%	18.9	%	19.3	%	18.1	%	17.6	%
South East	20.3	%	20.7	%	19.7	%	20.0	%	19.8	%	18.8	%


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
Segment profit:
Mid Atlantic	$	115,180	$	109,417	$	318,447	$	274,527	$	99,364	$	91,047
North East	18,560		18,762		51,041		41,980		11,460		15,704
Mid East	51,744		44,990		121,129		103,135		35,475		27,211
South East	31,426		26,849		83,867		64,330		35,036		23,237

Operating Activity:

Three Months Ended September 30, Nine Months Ended September 30,
2018 2017 2018 2017
Units
Average
Price
Units
Average
Price
Units
Average
Price
Units
Average
Price
New orders, net of cancellations:
Mid Atlantic 2,124
$ 426.9
2,113
$ 435.7
7,041
$ 429.4
6,501
$ 441.4
North East 315
$ 386.5
346
$ 402.5
1,051
$ 401.5
1,066
$ 407.8
Mid East 962
$ 328.9
939
$ 336.1
3,400
$ 327.7
3,218
$ 330.3
South East 901
$ 293.3
802
$ 289.6
2,948
$ 296.8
2,517
$ 294.6
Total 4,302
$ 374.0
4,200
$ 382.8
14,440
$ 376.3
13,302
$ 384.0

Three Months Ended September 30, Nine Months Ended September 30,
2018 2017 2018 2017
Units
Average
Price
Units
Average
Price
Units
Average
Price
Units
Average
Price
Settlements:

Mid Atlantic 2,297
$ 431.4
2,048
$ 452.8
6,462
$ 434.4
5,682
$ 443.8
North East 367
$ 416.5
333
$ 423.5
1,022
$ 414.1
930
$ 403.0
Mid East 1,164
$ 336.6
1,021
$ 331.9
3,135
$ 333.4
2,693
$ 332.3
South East 926
$ 295.3
756
$ 299.3
2,642
$ 293.0
2,026
$ 297.2
Total 4,754
$ 380.5
4,158
$ 392.9
13,261
$ 380.8
11,331
$ 387.7


	As of September 30,						Three Months Ended March 31,
	2018			2017			2019			2018
	Units	Average Price		Units	Average Price		Units	Average Price		Units	Average Price
Backlog:
New orders, net of cancellations:
Mid Atlantic	4,803	$	425.0	4,360	$	439.8	2,444	$	419.1	2,503	$	433.7
North East	711	$	405.2	744	$	414.6	313	$	381.4	371	$	409.7
Mid East	2,163	$	331.2	2,024	$	334.8	1,214	$	320.3	1,296	$	326.5
South East	2,033	$	303.2	1,727	$	298.4	1,168	$	302.5	1,004	$	295.1
Total	9,710	$	377.1	8,855	$	386.1	5,139	$	367.0	5,174	$	378.2


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019			2018
New order cancellation rate:
									Units	Average Price		Units	Average Price
Settlements:
Mid Atlantic	15.8	%	14.0	%	14.6	%	15.0	%	2,143	$	411.2	1,926	$	437.4
North East	13.5	%	12.0	%	11.5	%	12.7	%	303	$	404.7	301	$	407.7
Mid East	13.8	%	11.2	%	12.8	%	11.6	%	1,030	$	328.7	879	$	330.2
South East	17.3	%	14.5	%	14.8	%	14.5	%	1,017	$	295.7	790	$	297.0
Total									4,493	$	365.7	3,896	$	382.4


	Three Months Ended September 30,		Nine Months Ended September 30,		As of March 31,
	2018	2017	2018	2017	2019			2018
Average active communities:
					Units	Average Price		Units	Average Price
Backlog:
Mid Atlantic	236	232	238	238	4,449	$	426.9	4,801	$	430.8
North East	36	42	37	43	573	$	391.3	752	$	423.7
Mid East	118	122	119	120	1,990	$	330.3	2,315	$	337.1
South East	89	83	87	84	1,999	$	307.3	1,941	$	297.3
Total	479	479	481	485	9,011	$	376.8	9,809	$	381.7



	Three Months Ended March 31,
	2019		2018
New order cancellation rate:
Mid Atlantic	14.8	%	14.4	%
North East	12.1	%	11.5	%
Mid East	12.8	%	12.2	%
South East	14.2	%	13.7	%



	Three Months Ended March 31,
	2019	2018
Average active communities:
Mid Atlantic	211	240
North East	29	38
Mid East	125	123
South East	84	84
Total	449	485

Homebuilding Inventory:


	September 30, 2018		December 31, 2017		March 31, 2019		December 31, 2018
Sold inventory:
Mid Atlantic	$	722,414	$	617,471	$	648,412	$	622,997
North East	104,997		96,412		79,349		79,530
Mid East	224,505		173,572		189,782		195,149
South East	196,467		151,219		178,635		182,458
Total (1)	$	1,248,383	$	1,038,674	$	1,096,178	$	1,080,134


	September 30, 2018		December 31, 2017		March 31, 2019		December 31, 2018
Unsold lots and housing units inventory:
Mid Atlantic	$	64,275	$	118,209	$	76,222	$	74,689
North East	7,380		6,666		13,792		11,088
Mid East	11,179		7,112		11,827		9,045
South East	18,266		13,511		20,540		20,611
Total (1)	$	101,100	$	145,498	$	122,381	$	115,433

(1) The reconciling items between segment inventory and consolidated inventory include certain consolidation adjustments necessary to convert the reportable segments’ results, which are predominantly maintained on a cash basis, to a full accrual basis for external financial statement presentation purposes. These consolidation adjustments are not allocated to our operating segments.

Lots Controlled and Land Deposits:


	September 30, 2018	December 31, 2017	March 31, 2019	December 31, 2018
Total lots controlled:
Mid Atlantic	39,450	38,450	39,750	40,350
North East	9,000	7,000	8,800	8,950
Mid East	22,700	22,250	23,500	24,350
South East	25,250	21,000	26,250	26,050
Total	96,400	88,700	98,300	99,700


	September 30, 2018		December 31, 2017		March 31, 2019		December 31, 2018
Contract land deposits, net:
Mid Atlantic	$	186,975	$	209,759	$	192,866	$	199,917
North East	38,396		29,851		43,823		42,591
Mid East	51,898		49,838		51,770		52,899
South East	100,951		82,977		104,882		104,693
Total	$	378,220	$	372,425	$	393,341	$	400,100


		Three Months Ended September 30,					Nine Months Ended September 30,				Three Months Ended March 31,
		2018			2017		2018		2017		2019		2018
Contract land deposit impairments (recoveries), net:	Contract land deposit impairments (recoveries), net:
Mid Atlantic		$	1,750		$	1,919	$	1,932	$	2,889	$	289	$	(2	)
North East		—			16		641		16		1,250		—
Mid East		187			4		213		9		—		5
South East		(4		)	—		1,911		—		—		1,910
Total		$	1,933		$	1,939	$	4,697	$	2,914	$	1,539	$	1,913

Mid Atlantic

Three Months Ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~

The Mid Atlantic segment had an approximate ~~$5,800,~~$8,300, or 5%9%, increase in segment profit in the ~~third~~first quarter of ~~2018~~2019 compared to the ~~third~~first quarter of ~~2017.~~2018. The increase in segment profit was driven by an increase of approximately ~~$63,500,~~$38,800, or 7%5%, in segment revenues quarter over quarter, attributable primarily to ~~a 12%~~an 11% increase in the number of units settled, offset partially by a 5%6% decrease in the average settlement price quarter over quarter. The increase in the number of units settled was favorably impacted by a ~~16%~~ higher ~~backlog unit balance entering the third quarter of 2018 compared to the same period in 2017, offset partially by a lower~~ backlog turnover rate quarter over quarter. The decrease in the average settlement price was attributable to a 5%relative shift in settlements to lower priced markets within the segment and to a 2% lower average price of units in backlog entering ~~the third quarter of 2018~~ 2019

compared to the same period in ~~2017.~~2018. The Mid Atlantic segment’s gross profit margin percentage ~~decreased to 18.4% in the third quarter of 2018 from 19.0% in the third quarter of 2017. The segment gross profit margin~~ was ~~negatively impacted primarily by the aforementioned $7,400 JV impairment charge.~~

~~Segment New Orders were~~ relatively flat while the average sales price of New Orders decreased 2% in the third quarter of 2018 compared to the third quarter of 2017. The decrease in the average sales price of New Orders was primarily attributable to a shift in New Orders in the current year quarter to lower priced markets and lower priced products.

~~Nine Months Ended September 30, 2018 and 2017~~

The Mid Atlantic segment had an approximate $43,900, or 16%, increase in segment profit in the first nine months of 2018 compared to the first nine months of 2017. The increase in segment profit was driven by an increase of approximately $285,300, or 11%, in segment revenues year over year. Segment revenues increased due primarily to a 14% increase in the number of units settled year over year, attributable primarily to a 19% higher backlog unit balance entering 2018 compared to the backlog unit balance entering 2017, offset partially by a lower backlog turnover rate year over year. The Mid Atlantic segment’s gross profit margin percentage decreased to 18.4% in 2018 from 18.7% in 2017, primarily due to the JV impairment charge noted above.

Segment New Orders increased 8%, while the average sales price of New Orders decreased 3% in the first nine months of 2018 compared to the same period in 2017. The increase in New Orders was due primarily to higher sales in the first two quarters of 2018 compared to the same period in 2017, which were attributable to more favorable market conditions that led to higher community absorption rates year over year. The decrease in the average sales price of New Orders was due to a shift to lower priced markets and lower priced products.

~~North East~~

~~Three Months Ended September 30, 2018 and 2017~~

The North East segment profit was essentially flat in the third quarter of 2018 compared to the third quarter of 2017 despite an increase in segment revenues of approximately $11,800, or 8%. The increase in segment revenues was due primarily to a 10% increase in the number of units settled, offset partially by a 2% decrease in the average settlement price quarter over quarter. The increase in the number of units settled was favorably impacted by a 4% higher backlog unit balance entering the third quarter of 2018 compared to the same period in 2017, coupled with a higher backlog turnover rate. The North East segment’s gross profit margin percentage decreased to 19.7% in the third quarter of 2018 from 21.2% in the third quarter of 2017, due primarily to higher lot, construction and certain material costs.

Segment New Orders and the average sales price of New Orders decreased 9%2% and 4%3%, respectively, in the ~~third~~first quarter of ~~2018~~2019 compared to the ~~third~~first quarter of ~~2017.~~2018. New Orders decreased primarily due to a ~~13%~~12% decrease in the average number of active communities quarter over quarter, offset partially by higher community absorption rates quarter over quarter. The decrease in the average sales price of New Orders is attributable to a shift to lower priced products and lower priced markets.

North East

Three Months Ended March 31, 2019 and 2018

The North East had an approximate $4,200, or 27%, decrease in segment profit in the first quarter of 2019 compared to the first quarter of 2018 and segment revenues were flat quarter over quarter. The North East segment’s gross profit margin percentage decreased to 18.6% in the first quarter of 2019 from 21.3% in the first quarter of 2018. Segment profit and gross profit margin decreased primarily due to higher construction, lot and certain material costs, and a contract land deposit charge of approximately $1,300.

Segment New Orders and the average sales price of New Orders decreased 16% and 7%, respectively, in the first quarter of 2019 compared to the first quarter of 2018. New Orders decreased primarily due to a 23% decrease in the average number of active communities quarter over quarter. The average sales price of New Orders was negatively impacted primarily by a relative shift in New Orders to lower priced ~~communities within certain markets.~~markets and lower priced products.

~~Nine~~Mid East

Three Months Ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~

The ~~North~~Mid East segment had an approximate ~~$9,100,~~$8,300, or ~~22%~~30%, increase in segment profit in the first ~~nine months~~quarter of ~~2018~~2019 compared to the first nine months of 2017 due to an increase in segment revenues of approximately $48,400, or 13%. The increase in segment revenues was due to a 10% increase in the number of units settled and a 3% increase in the average settlement price year over year. The increases in the number of units settled and the average settlement price were primarily attributable to a 12% higher backlog unit balance and a 4% higher average sales price of units in backlog entering 2018 compared to the backlog entering 2017. The North East segment’s gross profit margin percentage was 20.0% in both the first nine months of 2018 and 2017.

Segment New Orders and the average sales price of New Orders decreased 1% and 2%, respectively, in the first nine months of 2018 compared to the same period in 2017. New Orders were negatively impacted by a 15% decrease in the average number of active communities year over year. The decrease in the average sales price of New Orders was attributable to a shift to lower priced communities within certain markets.

~~Mid East~~

~~Three Months Ended September 30, 2018 and 2017~~

~~The Mid East segment had an approximate $6,800, or 15%, increase in segment profit in the third~~ quarter of ~~2018 compared to the third quarter of 2017.~~2018. The increase in segment profit was driven by an increase in segment revenues of approximately ~~$53,000,~~$48,300, or ~~16%~~17%, quarter over quarter. Segment revenues increased primarily due to a ~~14%~~17% increase in the number of units settled quarter over quarter, due primarily to a ~~12% higher backlog unit balance entering the third quarter of 2018 compared to the same period in 2017, coupled with a~~ higher backlog turnover rate quarter over quarter. The segment’s gross profit margin percentage ~~decreased~~increased to ~~20.0%~~18.1% in the ~~third~~first quarter of 2019 from 17.6% in the first quarter of 2018, ~~from 20.3% in the third quarter of 2017,~~ primarily due to ~~higher lot and certain material costs.~~

Segment New Orders increased 2%, while the average sales price of New Orders decreased 2% in the third quarter of 2018 compared to the second quarter of 2017. New Orders increased due to more favorable market conditions in 2018, which led to higher community absorption rates within the segment. The decrease in the average sales price of New Orders was attributable to a shift to lower priced markets and to lower priced communities in certain markets.

~~Nine Months Ended September 30, 2018 and 2017~~

The Mid East segment had an approximate $18,000, or 17%, increase in segment profit in the first nine months of 2018 compared to the first nine months of 2017. The increase in segment profit was driven by an increase of approximately $150,300, or 17%, in revenues year over year. The increase in revenues was attributable to a 16% increase in the number of units settled year over year, due to a 27% higher backlog unit balance entering 2018 compared to the backlog unit balance entering 2017, offset partially by a lower backlog turnover rate year

over year. The segment’s gross profit margin percentage decreased to 18.9% in the first nine months of 2018 from 19.3% in the same period of 2017, primarily due to an increase in lot and certain material costs year over year.

Segment New Orders increased 6%, while the average sales price of New Orders decreased 1% in the first nine months of 2018 compared to the same period in 2017. New Orders increased due to more favorable market conditions in 2018, which led to higher community absorption rates within the segment.

~~South East~~

~~Three Months Ended September 30, 2018 and 2017~~

The South East segment had an approximate $4,600, or 17%, increase in segment profit in the third quarter of 2018 compared to the third quarter of 2017. The increase in segment profit was primarily driven by an increase of approximately $47,200, or 21%, in revenues quarter over quarter. The increase in revenues was due to a 22% increase in the number of units settled quarter over quarter, attributable to a 22% higher backlog unit balance entering the third quarter of 2018 compared to the same period in 2017. The South East segment’s gross profit margin percentage decreased to 20.3% in the third quarter of 2018 from 20.7% in the third quarter of 2017, primarily due to higher lot costs, offset partially by modest improvement in pricing and the increase in the number of units settled, which allowed us to better leverage certain operating ~~costs~~costs.

Segment New Orders and the average sales price of New Orders decreased 6% and 2%, respectively, in the first quarter of 2019 compared to the first quarter of 2018. New Orders decreased due to less favorable market conditions in the current year which led to lower community absorption rates quarter over quarter. The decrease in the average sales price of New Orders was attributable primarily to a shift to lower priced markets within the segment.

South East

Three Months Ended March 31, 2019 and 2018

The South East segment had an approximate $11,800, or 51%, increase in segment profit in the first quarter of 2019 compared to the first quarter of 2018. The increase in segment profit was primarily driven by an increase of approximately $66,100, or 28%, in revenues quarter over quarter. The increase in revenues was due to a 29% increase in the number of units settled quarter over quarter, due to a higher backlog turnover rate quarter over quarter and to a 7% higher backlog unit balance entering the first quarter of 2019 compared to the same period in 2018. The South East segment’s gross profit margin percentage increased to 19.8% in the first quarter of 2019 from 18.8% in the first quarter of 2018, primarily due to a $1,900 contract land deposit charge in the prior year quarter.

Segment New Orders and the average sales price of New Orders increased ~~12%~~16% and 1%3%, respectively, in the ~~third~~first quarter of ~~2018~~2019 compared to the ~~third~~first quarter of ~~2017.~~2018. New Orders were favorably impacted by ~~a 7%~~an increase in the average number of active communities in ~~the third quarter~~certain of ~~2018 compared to the same period in 2017 and more favorable market conditions in the third quarter of 2018, which led to higher community absorption rates.~~

~~Nine Months Ended September 30, 2018 and 2017~~

~~The South East segment had an approximate $19,500, or 30%, increase in segment profit~~our stronger markets in the first ~~nine months~~quarter of ~~2018~~2019 compared to the first ~~nine months~~quarter of ~~2017.~~2018. The increase in segment profit was primarily driven by an increase of approximately $171,900, or 29%, in revenues year over year. Segment revenues were favorably impacted by a 30% increase in the number of units settled year over year. The increase in units settled was attributable to a 40% higher backlog unit balance entering 2018 compared to the backlog unit balance entering 2017. The South East segment’s gross profit margin percentage decreased to 19.7% in the first nine months of 2018 from 20.0% in the first nine months of 2017 primarily due to higher lot costs, offset partially by modest improvement in pricing and the increase in the number of units settled, which allowed us to better leverage certain operating costs year over year.

~~Segment New Orders and~~ the average sales price of New Orders ~~increased 17% and 1%, respectively,~~was attributable to a relative shift in ~~the first nine months of 2018 compared to the first nine months of 2017.~~ New Orders ~~were favorably impacted by a 4% increase in the average number of active communities and by more favorable market conditions in 2018, which led~~ to higher ~~community absorption rates within the segment.~~priced markets and to a shift to higher priced communities in certain markets.

Homebuilding Segment Reconciliations to Consolidated Homebuilding Operations

In addition to the corporate capital allocation and contract land deposit impairments discussed above, the other reconciling items between homebuilding segment profit and homebuilding consolidated income before tax include unallocated corporate overhead (which includes all management incentive compensation), equity-based compensation expense, consolidation adjustments and external corporate interest expense. Our overhead functions, such as accounting, treasury and human resources, are centrally performed and the costs are not allocated to our operating segments. Consolidation adjustments consist of such items to convert the reportable segments’ results, which are predominantly maintained on a cash basis, to a full accrual basis for external financial statement presentation purposes, and are not allocated to our operating segments. External corporate interest expense primarily consists of interest charges on our 3.95% Senior Notes due 2022, and is not charged to the operating segments because the charges are included in the corporate capital allocation discussed above.



	Three Months Ended March 31,
	2019			2018
Homebuilding consolidated gross profit:
Mid Atlantic	$	162,733		$	157,025
North East	22,839			26,179
Mid East	61,349			51,012
South East	59,578			44,218
Consolidation adjustments and other	(2,099		)	(287		)
Homebuilding consolidated gross profit	$	304,400		$	278,147

Three Months Ended September 30, Nine Months Ended September 30,
2018 2017 2018 2017
Homebuilding consolidated gross profit:
Mid Atlantic $ 181,993
$ 176,482
$ 517,433
$ 470,809
North East 30,184
29,854
84,701
75,088
Mid East 78,546
68,876
197,675
173,141
South East 55,557
46,842
152,197
120,224
Consolidation adjustments and other (9,584 ) 3,701
(3,497 ) 2,694
Homebuilding consolidated gross profit $ 336,696
$ 325,755
$ 948,509
$ 841,956


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Homebuilding consolidated income before taxes:
Mid Atlantic	$	115,180		$	109,417		$	318,447		$	274,527		$	99,364		$	91,047
North East	18,560			18,762			51,041			41,980			11,460			15,704
Mid East	51,744			44,990			121,129			103,135			35,475			27,211
South East	31,426			26,849			83,867			64,330			35,036			23,237
Reconciling items:
Contract land deposit impairment reserve (1)	(689		)	1,910			2,031			(882		)	950			2,128
Equity-based compensation expense (2)	(21,917		)	(10,296		)	(48,534		)	(30,408		)	(19,972		)	(9,387		)
Corporate capital allocation (3)	55,438			51,904			160,091			147,737			54,559			50,700
Unallocated corporate overhead	(20,424		)	(18,768		)	(74,211		)	(69,362		)	(31,735		)	(31,284		)
Consolidation adjustments and other	831			7,087			20,142			20,513			9,247			5,201
Corporate interest expense	(5,953		)	(5,812		)	(17,971		)	(17,000		)	(5,974		)	(5,987		)
Reconciling items sub-total	7,286			26,025			41,548			50,598			7,075			11,371
Homebuilding consolidated income before taxes	$	224,196		$	226,043		$	616,032		$	534,570		$	188,410		$	168,570


(1)	This item represents changes to the contract land deposit impairment reserve which are not allocated to the reportable segments.


(2)	The increase in equity-based compensation expense ~~in the three and nine month periods ended September 30, 2018~~ was primarily attributable to the equity grant in the second quarter of 2018. ~~See Note 7 in the accompanying condensed financial statements for further discussion.~~


(3)	This item represents the elimination of the corporate capital allocation charge included in the respective homebuilding reportable segments. The corporate capital allocation charge is based on the segment’s monthly average asset balance, and is as follows for the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
Corporate capital allocation charge:
Mid Atlantic	$	31,733	$	32,025	$	93,682	$	92,154	$	30,417	$	30,449
North East	4,565		4,244		13,325		12,191		4,727		4,180
Mid East	9,541		7,747		26,571		22,024		9,015		7,973
South East	9,599		7,888		26,513		21,368		10,400		8,098
Total	$	55,438	$	51,904	$	160,091	$	147,737	$	54,559	$	50,700

Mortgage Banking Segment

Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~

We conduct our mortgage banking activity through NVR Mortgage Finance, Inc. (“NVRM”), a wholly owned subsidiary. NVRM focuses exclusively on serving the homebuilding segment customer base. NVRM sells all of the mortgage loans it closes to investors in the secondary markets on a servicing-released basis, typically within 30 days from the loan closing. The following table summarizes the results of our mortgage banking operations and certain statistical data for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 and ~~2017:~~2018:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2018			2017			2018			2017			2019			2018
Loan closing volume:
Total principal	$	1,249,199		$	1,115,494		$	3,472,976		$	3,000,448		$	1,140,999		$	1,009,673

Loan volume mix:
Adjustable rate mortgages	10		%	9		%	9		%	8		%	11		%	8		%
Fixed-rate mortgages	90		%	91		%	91		%	92		%	89		%	92		%

Operating profit:
Segment profit	$	27,184		$	19,336		$	69,419		$	53,293		$	29,558		$	22,550
Equity-based compensation expense	(1,670		)	(915		)	(3,157		)	(2,270		)
Equity-based compensation cost reversal/(expense)													639			(122		)
Mortgage banking income before tax	$	25,514		$	18,421		$	66,262		$	51,023		$	30,197		$	22,428

Capture rate:	88		%	88		%	87		%	87		%	88		%	86		%

Mortgage banking fees:
Net gain on sale of loans	$	33,718		$	25,898		$	92,609		$	73,372		$	34,957		$	31,320
Title services	9,217			8,164			26,143			21,663			8,700			7,849
Servicing fees	127			132			473			442			148			152
	$	43,062		$	34,194		$	119,225		$	95,477		$	43,805		$	39,321

Loan closing volume for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 increased by approximately ~~$133,700,~~$131,300, or ~~12%~~13%, ~~and $472,500 or 16%, respectively,~~ from the same ~~periods~~period in ~~2017.~~2018. The increase in loan closing volume during the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 was primarily attributable to the ~~14% and 17% increases~~15% increase in the homebuilding segment’s number of units settled during the three ~~and nine~~ months ended ~~September 30, 2018, respectively,~~March 31, 2019, when compared to the same ~~periods~~period in ~~2017.~~2018.

Segment profit for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 increased by approximately ~~$7,800,~~$7,000, or ~~41%~~31%, ~~and $16,100, or 30%, respectively,~~ from the same ~~periods~~period in ~~2017.~~2018. The ~~increases were~~increase was primarily attributable to an increase in mortgage banking fees ~~partially offset by an increase~~and a decrease in general and administrative expenses. Mortgage banking fees increased by approximately ~~$8,900 and $23,700~~$4,500 during the three ~~and nine~~ months ended ~~September 30, 2018, respectively,~~March 31, 2019, resulting from the aforementioned increase in loan closing volume and an

increase in secondary marketing gains on sales of loans. General and administrative expenses ~~increased~~decreased approximately $1,700 primarily due to a decrease in personnel costs quarter over quarter. Mortgage banking income before tax in the first quarter of 2019 was favorably impacted by a reversal of approximately ~~$2,600 and $11,300~~$2,200 of equity-based compensation expense related to Options forfeited during the ~~three and nine months ended September 30, 2018, respectively, resulting from an increase in personnel costs.~~quarter.

Effective Tax Rate

Our effective tax rate during the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 was ~~21.6% and 17.2%~~13.8%, ~~respectively,~~ compared to ~~33.7% and 29.5%~~13.1% for the three ~~and nine~~ months ended ~~September 30, 2017, respectively. The reduction in our effective tax rate was primarily due to the following items:~~

~~The enactment of the Tax Cuts and Jobs Act in December 2017, which lowered our federal statutory tax rate from 35% to 21%, and~~

The retroactive reinstatement of certain expired energy tax credits under the Bipartisan Budget Act of 2018, which resulted in us recognizing a tax benefit of approximately $6,200 in the first quarter of 2018 related to homes settled in 2017.

March 31, 2018. Our effective tax rate was ~~also~~ favorably impacted by the recognition of income tax benefits related to excess tax benefits from stock option exercises, ~~during the three and nine months ended September 30, 2018, totaling $12,585 and $58,607, respectively, compared to $8,357 and $44,720~~which totaled $28,478 for the three ~~and nine~~ months ended ~~September 30, 2017, respectively.~~March 31, 2019 and $19,567 for the three months ended March 31, 2018.

We expect to experience volatility in our effective tax rate in future quarters as the amount of the excess tax benefit from equity-based awards is dependent on our stock price when awards are exercised as well as on the timing of exercises, which historically has varied from quarter to quarter.

Liquidity and Capital Resources

Lines of Credit and Notes Payable

Our homebuilding business segment funds its operations from cash flows provided by operating activities, a short-term unsecured working capital revolving credit facility and capital raised in the public debt and equity markets. Our unsecured Credit Agreement (the “Credit Agreement”) provides for aggregate revolving loan commitments of $200,000. Under the Credit Agreement, we may request increases of up to $300,000 to the 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. The Credit Agreement provides for a $100,000 sublimit for the issuance of letters of credit of which there was approximately ~~$9,600~~$9,100 outstanding at ~~September 30, 2018,~~March 31, 2019, and a $25,000 sublimit for a swing line commitment. The Credit Agreement termination date is July 15, 2021. There was no debt outstanding under the Credit Agreement at ~~September 30, 2018.~~March 31, 2019.

Our mortgage banking subsidiary, NVRM, provides for its mortgage origination and other operating activities using cash generated from its operations, borrowings from its parent company, NVR, as well as a $150,000 revolving mortgage repurchase facility (the “Repurchase Agreement”), which is non-recourse to NVR. On July 25, 2018, NVRM entered into the Tenth Amendment (the "Amendment") to its Repurchase Agreement. The Amendment removed the $50,000 incremental commitment that was available under the prior Repurchase Agreement. All other terms and conditions under the Repurchase Agreement remained materially consistent. The Repurchase Agreement expires on July 24, 2019. At ~~September 30, 2018,~~March 31, 2019, there were no borrowing base limitations reducing the amount available under the Repurchase Agreement. There was no debt outstanding under the Repurchase Agreement at ~~September 30, 2018.~~March 31, 2019.

There have been no material changes in our lines of credit and notes payable during the ~~nine~~three months ended ~~September 30, 2018.~~March 31, 2019. For additional information regarding lines of credit and notes payable, see Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

Cash Flows

For the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, cash, restricted cash, and cash equivalents ~~decreased~~increased by ~~$57,007.~~$108,451. Cash provided by operating activities was ~~$491,815.~~$227,855. Cash was provided by earnings for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 and net proceeds of $63,178 from mortgage loan activity. Cash was primarily used ~~primarily~~ to fund the increase in homebuilding inventory of ~~$174,871,~~$28,059, due to an increase in the number of units under construction at ~~September 30, 2018~~March 31, 2019 compared to December 31, ~~2017.~~2018.

Net cash used in investing activities for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 of ~~$6,487~~$1,879 included cash used for purchases of property, plant and equipment of ~~$14,818,~~$5,285, partially offset by the receipt of capital distributions from our unconsolidated JVs totaling ~~$7,873.~~

$3,257.

Net cash used in financing activities was ~~$542,335~~$117,525 for the ~~nine~~three months ended ~~September 30, 2018.~~March 31, 2019. Cash was used to repurchase ~~222,224~~81,829 shares of our common stock at an aggregate purchase price of ~~$657,369~~$216,499 under our

ongoing common stock repurchase program, discussed below. Cash was provided from stock option exercise proceeds totaling ~~$115,268.~~$98,974.

Equity Repurchases

In addition to funding growth in our homebuilding and mortgage banking operations, we historically have used a substantial portion of our excess liquidity to repurchase outstanding shares of our common stock in open market and privately negotiated transactions. This ongoing 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 Exchange Act. 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/401(k) Plan Trust or Employee Stock Ownership Plan Trust. The repurchase program assists us in accomplishing our primary objective of creating increases in shareholder value. See Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, of this Quarterly Report on Form 10-Q for further discussion of repurchase activity during the ~~third~~first quarter of ~~2018.~~2019.

Recent Accounting Pronouncements

See Note 15 to the accompanying condensed consolidated financial statements for discussion of recently issued accounting pronouncements applicable to us.

Critical Accounting Policies

There have been no material changes to our critical accounting policies as previously disclosed in Part II, Item 7, of our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

There have been no material changes in our market risks during the ~~nine~~three months ended ~~September 30, 2018.~~March 31, 2019. For additional information regarding our market risks, see Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

Item 4. Controls and Procedures

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective. There have been no changes in our internal control over financial reporting in the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION


Item 1.	Legal Proceedings

We are involved in various litigation arising in the ordinary course of business. In the opinion of management, and based on advice of legal counsel, this litigation is not expected to have a material adverse effect on our financial position, results of operations or cash flows. Legal costs incurred in connection with outstanding litigation are expensed as incurred.

Item 1A. Risk Factors

There have been no material changes to the risk factors as previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

(dollars in thousands, except per share data)

We had two share repurchase authorizations outstanding during the quarter ended ~~September 30, 2018.~~March 31, 2019. On ~~February 14,~~August 1, 2018 and ~~August 1,~~December 12, 2018, we publicly announced that our Board of Directors authorized the repurchase of our outstanding common stock in one or more open market and/or privately negotiated transactions, up to an aggregate of $300,000 per authorization. The repurchase authorizations do not have expiration dates. We repurchased the following shares of our common stock during the ~~third~~first quarter of ~~2018:~~2019:

Period
Total Number
of Shares
Purchased

Average
Price Paid
per Share

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs

Approximate Dollar Value of
Shares that May Yet
Be Purchased Under
the Plans or
Programs
July 1 - 31, 2018 17,721
$ 2,832.18
17,721
$ 127,964
August 1 - 31, 2018 28,365
$ 2,715.22
28,365
$ 350,947
September 1 - 30, 2018 17,758
$ 2,625.53
17,758
$ 304,323
Total 63,844
$ 2,722.74
63,844



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 - 31, 2019	16,977	$	2,496.72	16,977	$	373,171
February 1 - 28, 2019	18,263	$	2,633.20	18,263	$	325,081
March 1 - 31, 2019 (1)	46,589	$	2,704.98	46,589	$	199,059
Total	81,829	$	2,645.75	81,829


(1)	9,543 outstanding shares were repurchased under the August 1, 2018 share repurchase authorization, which fully utilized the authorization. The remaining 37,046 outstanding shares were repurchased under the December 12, 2018 share repurchase authorization.


Item 6.	Exhibits

Incorporated by Reference
Exhibit Number Exhibit Description Form
File
Number

Exhibit
Number
Filing Date
10.1
Tenth Amendment to Amended and Restated Master Repurchase Agreement Dated July 25, 2018 between NVR Mortgage Finance, Inc. and U.S. Bank National Association.
10-Q 10.1 7/30/2018
31.1
Certification of NVR’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

31.2
Certification of NVR’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

32
Certification of NVR’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.

101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document



		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File Number	Exhibit Number	Filing Date
10.1*	Amendment No. 2 to Employment Agreement between NVR, Inc. and Jeffrey D. Martchek dated April 1, 2019. Filed herewith.
10.2*	Amendment No. 2 to Employment Agreement between NVR, Inc. and Eugene J. Bredow dated April 1, 2019. Filed herewith.
31.1	Certification of NVR’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
31.2	Certification of NVR’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
32	Certification of NVR’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

	* Exhibit is a management contract or compensatory plan or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		NVR, Inc.

Date: ~~October 31, 2018~~May 1, 2019	By:	/s/ Daniel D. Malzahn
		Daniel D. Malzahn
		Senior Vice President, Chief Financial Officer and Treasurer

3633



		Page
PART I	FINANCIAL INFORMATION	1

Item 1.	Condensed Consolidated Financial Statements	1
	Condensed Consolidated Balance Sheets (unaudited)	1
	Condensed Consolidated Statements of Income (unaudited)	23
	Condensed Consolidated Statements of Cash Flows (unaudited)	34
	Notes to Condensed Consolidated Financial Statements (unaudited)	45
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2019
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	3330
Item 4.	Controls and Procedures	3330

PART II	OTHER INFORMATION	3330
Item 1.	Legal Proceedings	3330
Item 1A.	Risk Factors	3431
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3431
Item 6.	Exhibits	3532

	SIGNATURE	3633



	2010 Plan	2014 Plan	2018 Plan
Options Granted
Options - service-only (1)	4	90	72
Options - performance-based (2)	—	94	72
Total Options Granted	4	184	144

RSUs Granted
RSUs - service-only (3)	8	—	—
RSUs - performance-based (4)	8	—	—
Total RSUs Granted	16	—	—



Options	Shares		Weighted Average Per Share Exercise Price
Outstanding at December 31, 2017	916		$	1,119.92
Granted	341		3,022.95
Exercised	(121	)	952.18
Forfeited	(30	)	1,283.48
Outstanding at September 30, 2018	1,106		$	1,719.97
Exercisable at September 30, 2018	341		$	959.64

RSUs
Outstanding at December 31, 2017	10
Granted	16
Vested	(5	)
Forfeited	—
Outstanding at September 30, 2018	21
Vested, but not issued at September 30, 2018	—

Three Months Ended March 31,

Anti-dilutive securities