What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-01 compared with 2020-03-02 · 24 added, 23 removed, 35 unchanged (57% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Market Information and Dividends

Our common stock currently is traded on the New York Stock Exchange, or the “NYSE,” under the symbol “VAC.” We currently expect to pay quarterly cash dividends in the future, but any future dividend payments will be subject to Board approval, which will depend on our financial condition, results of operations and capital requirements, as well as applicable law, regulatory constraints, industry practice and other business considerations that our Board of Directors considers relevant.

In addition, our Corporate Credit Facility contains restrictions on our ability to pay dividends, and the terms of agreements governing debt that we may incur in the future may also limit or prohibit dividend payments.

The payment of certain cash dividends may also result in an adjustment to the conversion rate of the Convertible Notes in a manner adverse to us.

Accordingly, there can be no assurance that we will pay dividends in the future at the same rate or at all.

Our common stock currently is traded on the New York Stock Exchange, or the “NYSE,” under the symbol “VAC.” In response to the impact of COVID-19, we temporarily suspended cash dividends.

In May 2020, we entered into a waiver (the “Waiver”) to the agreement that governs our Corporate Credit Facility that, among other things, suspends our requirement to comply with the leverage covenant in the Revolving Corporate Credit Facility for up to four quarters, and prohibits us from making certain restricted payments, including dividends.

In February 2021, we extended the suspension period included in the Waiver through the end of 2021.

Subject to compliance with the Waiver, and the other restrictions on payment of dividends in our Corporate Credit Facility, any future dividend payments will be subject to Board approval, which will depend on our financial condition, results of operations and capital requirements, as well as applicable law, regulatory and contractual constraints, industry practice and other business considerations that our Board of Directors considers relevant.

In addition the indentures governing our senior notes contain restrictions on our ability to pay dividends, and the terms of agreements governing debt that we may incur in the future may also limit or prohibit dividend payments.

The payment of certain cash dividends may also result in an adjustment to the conversion rate of our 1.50% Convertible Senior Notes due 2022 (“2022 Convertible Notes”) in a manner adverse to us.

Accordingly, there can be no assurance that we will pay dividends in the future at any particular rate or at all.

Holders of Record

1 unchanged sentence

Issuer Purchases of Equity Securities

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)

Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (1)

October 1, 2019 – October 31, 2019

November 1, 2019 – November 30, 2019

December 1, 2019 – December 31, 2019

_________________________

On July 30, 2019, our Board of Directors authorized the extension of the duration of our existing share repurchase program to December 31, 2020, as well as the repurchase of up to 4.5 million additional shares of our common stock.

As of December 31, 2019 , our Board of Directors had authorized the repurchase of an aggregate of up to 19.4 million shares of our common stock under the share repurchase program since the initiation of the program in October 2013.

On July 30, 2019, our Board of Directors authorized the extension of the duration of our then-existing share repurchase program to December 30, 2020, as well as the repurchase of up to 4.5 million additional shares of our common stock.

Due to the impact of the impact of the COVID-19 pandemic, we temporarily suspended repurchasing shares of our common stock in April 2020.

Our share repurchase program expired on December 31, 2020.

Performance Graph

8 unchanged sentences

(in millions, except per share amounts and member statistics) 2020 2019 (2)

2018 2017 2016

Income Statement Data

Revenues $ 2,886 $ 4,259 $ 2,968 $ 2,183 $ 2,000

Revenues net of total expenses (98) 458 267 246 200

Net income attributable to common shareholders

Net (loss) income attributable to common shareholders (275) 138 55 235 122

Per Share Data

Basic earnings per share attributable to common shareholders

Diluted earnings per share attributable to common shareholders

Basic (loss) earnings per share attributable to common shareholders $ (6.65) $ 3.13 $ 1.64 $ 8.70 $ 4.37

Diluted (loss) earnings per share attributable to common shareholders $ (6.65) $ 3.09 $ 1.61 $ 8.49 $ 4.29

Cash dividends declared per share $ 0.54 $ 1.89 $ 1.65 $ 1.45 $ 1.25

Balance Sheet Data

Total assets $ 8,898 $ 9,214 $ 9,018 $ 2,845 $ 2,320

Securitized debt, net 1,588 1,871 1,714 835 729

Mandatorily redeemable preferred stock of consolidated subsidiary, net

Debt, net 2,680 2,216 2,104 260 8

Total liabilities 6,216 6,183 5,552 1,804 1,425

4 unchanged sentences

Total contract sales (3)

$ 669 $ 1,569 $ 1,089 $ 826 $ 741

Consolidated contract sales (3)

$ 654 $ 1,524 $ 1,073 $ 826 $ 741

Exchange & Third-Party Management

Total active members at end of period (000's) (4)

Average revenue per member (5)

Total active Interval International members at end of period (000's) 1,518 1,670 1,802 — —

Average revenue per Interval International member $ 144.97 $ 168.73 $ 37.37 $ — $ —

_________________________

2 unchanged sentences

(2) Data presented herein has been reclassified to conform to our 2019 financial statement presentation.

See Footnote 1 “ Basis of Presentation ” to our Financial Statements for further information on these reclassifications.

(3) Contract sales consist of the total amount of vacation ownership product sales under contract signed during the period where we have received a down payment of typically at least ten percent of the contract price, reduced by actual rescissions during the period, inclusive of contracts associated with sales of vacation ownership products on behalf of third-parties, which we refer to as “resales contract sales.” In circumstances where a customer applies any or all of their existing ownership interests as part of the purchase price for additional interests, we include only the incremental value purchased as contract sales.

1 unchanged sentence

We consider contract sales to be an important operating measure because it reflects the pace of sales in our business.

Consolidated contract sales excludes contract sales from the sale of vacation ownership products for non-consolidated joint ventures.

Total active members represents the number of Interval International network active members at the end of the applicable period.

Only includes members of the Interval International exchange network.

Total contract sales include contract sales from the sale of vacation ownership products including joint ventures.

Consolidated contract sales exclude contract sales from the sale of vacation ownership products for non-consolidated joint ventures.

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