What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-26 compared with 2020-02-27 · 26 added, 35 removed, 41 unchanged (60% of the section changed)

9 unchanged sentences

To avoid paying tax on our income, we intend to make distributions of all, or substantially all, of our REIT taxable income (including net capital gains) to our stockholders.

We declare regular quarterly cash dividends and expect to continue paying regular cash dividends on a quarterly basis.

Prior to the COVID-19 pandemic, we regularly declared quarterly cash dividends.

However, as a precautionary measure in light of COVID-19, after the payment of the first quarter 2020 dividend, we suspended our quarterly dividend.

Our future distributions will be at the sole discretion of our board of directors.

When determining the amount of future distributions, we expect that our board of directors will consider, among other factors, (1) the amount required to be distributed to maintain our status as a REIT, (2) the amount of cash generated from our operating activities, (3) our expectations of future cash flows, (4) our determination of near-term cash needs for debt repayments, existing or future share repurchases, and selective acquisitions of new properties, (5) the timing of significant capital investments and expenditures and the establishment of any cash reserves, (6) our ability to continue to access additional sources of capital, (7) any limitations on our distributions contained in our debt agreements, including, without limitation, in our anticipated senior unsecured credit facilities, and (8) the sufficiency of legally available assets.

When determining the amount of future distributions, we expect that our board of directors will consider, among other factors, (1) the amount required to be distributed to maintain our status as a REIT, (2) the amount of cash generated from our operating activities, (3) our expectations of future cash flows, (4) our determination of near-term cash needs for debt repayments, existing or future share repurchases, and selective acquisitions of new properties, (5) the timing of significant capital investments and expenditures and the establishment of any cash reserves, (6) our ability to continue to access additional sources of capital, (7) any limitations on our distributions contained in our debt agreements, (8) the sufficiency of legally available assets, and (9) the restrictions on dividends under the indentures for the 2025 Senior Secured Notes and 2028 Senior Secured Notes.

Share Performance Graph

The following graph compares our cumulative total stockholder return since January 4, 2017 against the cumulative total returns of the Standard and Poor’s Corporation Composite 500 Index (“S&P 500 Index”) and the National Association of Real Estate Investment Trust (“Nareit”) Equity Index.

The following graph compares our cumulative total stockholder return since January 4, 2017 (the day our stock began “regular way” trading on the NYSE) against the cumulative total returns of the National Association of Real Estate Investment Trust (“Nareit”) Equity Index, the Standard and Poor’s MidCap 400 Index (“S&P 400 Index”) and the Standard and Poor’s Corporation Composite 500 Index (“S&P 500 Index”).

The graph assumes an initial investment of $100 in our common stock and each of the indexes on January 4, 2017, and that all dividends and other distributions were reinvested.

We have historically presented the stock performance graph by comparing our cumulative total shareholder return against the cumulative total return of the S&P 500 Index and the Nareit Equity Index.

We have decided to change from the S&P 500 Index to the S&P 400 Index as management believes the S&P 400 Index is more comparable to us which is demonstrated by the fact that we became a part of the S&P 400 Index in September 2019, with 2020 being the first full year that we were a part of the S&P 400 Index.

Beginning with our Annual Report on Form 10-K for 2021, we will only present the cumulative total return of the S&P 400 Index and the Nareit Equity Index.

Park Hotels and Resorts Inc.

S&P 500 Index

S&P 400 Index

Nareit Equity Index

1 unchanged sentence

Unregistered Sales of Equity Securities

We did not sell any securities during the fiscal year ended December 31, 2019 that were not registered under the Securities Act of 1933, as amended.

We did not sell any equity securities during the fiscal year ended December 31, 2020 that were not registered under the Securities Act of 1933, as amended.

Use of Proceeds from Registered Securities

6 unchanged sentences

Total number of

shares purchased as

part of publicly

announced plans or

shares purchased

as part of publicly

announced plans

Maximum number

of shares that may

yet be purchased

under the plans or

(or approximate

dollar value) of

common shares

that may yet be

purchased under

(in millions)

January 1, 2020 through January 31, 2020

10 unchanged sentences

December 1, 2020 through December 31, 2020

The number of shares purchased represents shares of common stock surrendered by certain of our employees to satisfy their federal and state tax obligations associated with the vesting of restricted common stock.

With respect to these shares, the weighted average price paid per share is based on the closing price of our common stock on the trading date immediately prior to the date of delivery of the shares.

No shares of common stock were repurchased pursuant to the Company’s previously announced stock repurchase program.

The number of shares purchased represents shares of common stock repurchased under the previously announced stock repurchase program as well as shares of common stock surrendered by certain of our employees to satisfy their federal and state tax obligations associated with the vesting of restricted common stock.

The weighted average price paid per share for shares of common stock surrendered by certain employees is based on the closing price of our common stock on the trading date immediately prior to the date of delivery of the shares.

The weighted average price paid per share for shares repurchased excludes commissions paid.

Stock Repurchase Program

In February 2019, our Board of Directors approved a stock repurchase program allowing us to repurchase up to $300 million of our common stock over a two-year period, ending in February 2021.

In February 2019, our Board of Directors approved a stock repurchase program allowing us to repurchase up to $300 million of our common stock over a two-year period, ending in February 2021, and we do not currently anticipate renewing the stock repurchase program.

Stock repurchases, if any, would be made through open market purchases, including through Rule 10b5-1 trading programs, in privately negotiated transactions, or in such other manner that would comply with applicable securities laws.

The timing of stock repurchases and the number of shares to be repurchased will depend upon prevailing market conditions and other factors.

No stock repurchases have been made to date under this program.

Selected Financial Data.

The selected financial data for the years ended December 31, 2019, 2018, 2017, 2016 and 2015 are derived from audited consolidated financial statements.

This selected financial data is not necessarily indicative of our future performance and does not necessarily reflect what our financial position and results of operations would have been had we been operating as an independent, publicly traded company during the periods presented prior to the spin-off date of January 3, 2017.

For example, our pre-spin consolidated financial statements include allocations of certain expenses from Hilton, including expenses for costs related to functions such as information technology support, systems maintenance, financial services, human resources and other shared services.

These costs may not be representative of the future costs we will incur, either positively or negatively, as an independent, public company.

The following selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements as of December 31, 2019 and 2018 and for the three years ended December 31, 2019, 2018 and 2017 , and the related notes included elsewhere in this Annual Report on Form 10-K.

Year Ended December 31,

(in millions)

Statement of Operations Data:

Total revenues

Operating income

Net income attributable to stockholders

Earnings per share:

Earnings per share - Basic (1)

Earnings per share - Diluted (1)

Dividends declared per common share

Balance Sheet Data:

For 2016 and prior, per share amounts were calculated using the number of shares of common stock outstanding upon the completion of the spin-off.

Per share amounts are calculated based on unrounded numbers and are calculated independently for each period presented.

The timing of stock repurchases and the number of shares to be repurchased will depend upon prevailing market conditions and other factors, and we may suspend the repurchase program at any time.

During the year ended December 31, 2020, we repurchased 4.6 million shares of our common stock for a total purchase price of $66 million.

As of December 31, 2020, approximately $234 million remained available for stock repurchases.

However, our credit facility and term loan amendments entered into during 2020 impose restrictions surrounding our ability to repurchase stock until certain financial ratio metrics are achieved.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity