Marriott Vacations Worldwide Reports Fourth Quarter and Full Year 2018 Financial Results and Provides 2019 Outlook

Marriott Vacations Worldwide Reports Fourth Quarter and Full Year 2018 Financial Results and Provides 2019 Outlook

PR Newswire

ORLANDO, Fla., Feb. 28, 2019 /PRNewswire/ -- Marriott Vacations Worldwide Corporation (NYSE: VAC) today reported fourth quarter and full year 2018 financial results and provided guidance for the full year 2019.

Marriott Vacations Worldwide Corporation. (PRNewsFoto/Marriott Vacations Worldwide)

On September 1, 2018, the company completed its previously announced acquisition of ILG, Inc. ("ILG"). In addition to a discussion of fourth quarter and full year reported results presented in accordance with United States generally accepted accounting principles ("GAAP"), the company is providing adjusted results that exclude ILG results from September 1 to December 31, 2018 to further assist investors. Throughout this press release, the business associated with the operating results for the company excluding the impact of the ILG acquisition is referred to as "Legacy-MVW," while the business and operating results related to the businesses acquired from ILG are referred to as "Legacy-ILG."  In addition, to provide a more meaningful year-over-year comparison of financial results, the company is providing combined financial information in the Financial Schedules that assume the company's acquisition of ILG had been completed at the beginning of the 2017 fiscal year.

Fourth Quarter 2018 Results

  • Net income attributable to common shareholders was $44 million, or $0.91 fully diluted earnings per share ("EPS"), compared to net income attributable to common shareholders of $119 million, or $4.35 fully diluted EPS, in the fourth quarter of 2017.
  • Adjusted net income attributable to common shareholders was $71 million compared to adjusted net income attributable to common shareholders of $54 million in the fourth quarter of 2017. Adjusted fully diluted EPS was $1.49, compared to adjusted fully diluted EPS of $1.96 in the fourth quarter of 2017.
  • Adjusted EBITDA totaled $180 million, an increase of $97 million, or 117 percent. Legacy-MVW's fourth quarter 2018 adjusted EBITDA was $99 million, an increase of $16 million, or 20 percent.
    • On a combined basis, total company adjusted EBITDA of $180 million in the fourth quarter would have shown an increase of $11 million, or 7 percent.
  • Consolidated vacation ownership contract sales were $358 million, an increase of $151 million, or 73 percent. Legacy-MVW vacation ownership contract sales were $224 million, an increase of $17 million, or 8 percent.
    • On a combined basis, total company consolidated contract sales would have increased $25 million, or 8 percent.
  • The company estimates that the 2018 Hurricanes negatively impacted total company adjusted EBITDA and total consolidated contract sales by $2 million and $3 million, respectively, in the fourth quarter of 2018.
  • As part of the ILG Acquisition, the company acquired a 75.5 percent interest in VRI Europe Limited ("VRI Europe"), a joint venture comprised of a European vacation ownership resort management business. During the fourth quarter of 2018, the company sold its interest in VRI Europe to an affiliate of the minority shareholder for $63 million. In connection with the transaction, Interval International entered into a long-term extension of its global affliliation agreement.

Full Year 2018 Results

  • Net income attributable to common shareholders was $55 million, or $1.61 fully diluted EPS, compared to net income attributable to common shareholders of $235 million, or $8.49 fully diluted EPS, in 2017.
  • Adjusted net income attributable to common shareholders was $200 million compared to adjusted net income attributable to common shareholders of $169 million in 2017. Adjusted fully diluted EPS was $5.88, compared to adjusted fully diluted EPS of $6.09 in 2017.
  • Adjusted EBITDA totaled $419 million, an increase of $125 million, or 43 percent. Legacy-MVW's 2018 adjusted EBITDA was $320 million, an increase of $26 million, or 9 percent.
    • On a combined basis, total company adjusted EBITDA for 2018 would have totaled $667 million, an increase of $21 million, or 3 percent.
  • Consolidated vacation ownership contract sales were $1.073 billion, an increase of $247 million, or 30 percent. Legacy-MVW vacation ownership contract sales were $902 million, an increase of $76 million, or 9 percent.
    • On a combined basis, total company consolidated contract sales for 2018 would have totaled $1.4 billion, an increase of $108 million, or 8 percent.
  • The company estimates that the 2018 Hurricanes negatively impacted total company adjusted EBITDA and total consolidated contract sales by $7 million and $9 million, respectively, in 2018.
  • Total Interval Network active members at the end of the year were 1.8 million.
  • The company generated net cash provided by operating activities of $97 million and adjusted free cash flow of $265 million.
  • During 2018, the company repurchased 1.2 million shares of its common stock for $96 million, including $94 million during the fourth quarter, at an average price per share of $77.16. In addition, the company paid dividends of $51 million in 2018.
    • Subsequent to the end of 2018 and through February 26, 2019, the company repurchased over 931 thousand shares of its common stock for nearly $78 million, at an average price per share of $83.28.
  • The company received $38 million, including $6 million subsequent to the end of 2018, in settlement of its Legacy-MVW business interruption claims. In addition, the company received a $25 million advance of its Legacy-ILG business interruption claims.

"I am very pleased with how we closed out 2018, with Adjusted EBITDA and Adjusted Free Cash Flow exceeding our previous guidance," said Stephen P. Weisz, president and chief executive officer. "Looking ahead to 2019, we continue to target strong growth into the new year, with contract sales of $1.53 billion to $1.6 billion, Adjusted EBITDA of $745 million to $785 million, and Adjusted Free Cash Flow of $400 million to $475 million.  But, I am even more excited about what lies ahead for Marriott Vacations Worldwide as we continue to integrate and transform the new company, which we believe will drive significant growth opportunities well into the future.  We continue to target at least $100 million of savings from synergy initiatives and are pleased to report that, as of the end of 2018, our run-rate savings exceeded $30 million.  By the end of 2019, we are targeting run-rate savings of over $50 million, which we estimate will generate $35 million to $40 million of in-the-year savings."

Fourth Quarter 2018 Segment Results

Vacation Ownership

Vacation Ownership segment financial results were $184 million, an increase of $91 million, or 99 percent.  Vacation Ownership segment adjusted EBITDA was $196 million, an increase of $93 million, or 89 percent.

Consolidated vacation ownership contract sales were $358 million, an increase of $151 million, or 73 percent. Legacy-MVW contract sales were $224 million, an increase of $17 million, or 8 percent.  Legacy-MVW North America VPG was $3,496, roughly in line with the prior year.

Development margin was $94 million compared to $54 million in the fourth quarter of 2017 and development margin percentage was 26.4 percent compared to 25.7 percent in the prior year quarter. Adjusted development margin percentage, which excludes the impact of revenue reportability and other charges, was 23.4 percent in the fourth quarter of 2018 compared to 20.6 percent in the fourth quarter of 2017.

Rental revenues totaled $117 million, a $58 million increase from the fourth quarter of 2017. Rental revenues net of expenses were $31 million, a $25 million increase from the fourth quarter of 2017. Legacy-MVW rental revenues net of expenses were $11 million, a $5 million, or 90 percent, increase from the fourth quarter of 2017.

Financing revenues totaled $63 million, a $27 million, or 79 percent, increase from the fourth quarter of 2017. Financing revenues, net of expenses and consumer financing interest expense, were $39 million, a $16 million, or 66 percent, increase from the fourth quarter of 2017.  Legacy-MVW financing revenues, net of expenses and consumer financing interest expense, were $24 million, nearly $1 million, or 2 percent, above the fourth quarter of 2017.

Resort management and other services revenues totaled $120 million, a $50 million, or 72 percent, increase from the fourth quarter of 2017. Resort management and other services revenues, net of expenses, totaled $53 million, a $19 million, or 54 percent, increase from the fourth quarter of 2017.  Legacy-MVW resort management and other services revenues, net of expenses, totaled $38 million, a $4 million, or 10 percent, increase from the fourth quarter of 2017.

Exchange & Third-Party Management

Exchange & Third-Party Management segment financial results were $45 million. Exchange & Third-Party Management segment adjusted EBITDA was $58 million.

Management and exchange revenues totaled $81 million. Management and exchange revenues, net of marketing and sales and related expenses, totaled $48 million.  Rental revenues totaled $14 million. Rental revenues net of expenses were $7 million.

Non-GAAP financial measures, such as adjusted net income, adjusted EBITDA, adjusted fully diluted earnings per share, adjusted free cash flow, and adjusted development margin are reconciled and adjustments are shown and described in further detail in the Financial Schedules that follow.

Balance Sheet and Liquidity

On December 31, 2018, cash and cash equivalents totaled $231 million. Since the beginning of the year, real estate inventory balances increased $459 million to $852 million, including $475 million related to the ILG acquisition offset partially by a $16 million decrease in Legacy-MVW inventory balances since the beginning of 2018.  The inventory balance at the end of the year included $843 million of finished goods and $9 million of work-in-progress.  The company had $3.8 billion in debt outstanding, net of unamortized debt issuance costs, at the end of the year, an increase of $2.7 billion from year-end 2017. This debt included $2.1 billion of corporate debt and $1.7 billion of debt related to its securitized notes receivable.  As of December 31, 2018, the company's debt to combined adjusted EBITDA ratio was 2.7x, as described further in the Financial Schedules that follow.

As of December 31, 2018, the company had approximately $596 million in available capacity under its revolving corporate credit facility after taking into account outstanding letters of credit, and approximately $51 million of gross vacation ownership notes receivable eligible for securitization under its warehouse credit facility.

2019 Outlook

The Financial Schedules that follow reconcile the non-GAAP financial measures set forth below to the following full year 2019 expected GAAP results for MVW.

Net income attributable to common shareholders


$243 million

to

$257 million

Fully diluted EPS


$5.21

to

$5.52

Net cash provided by operating activities


$286 million

to

$311 million

The company is providing guidance as reflected in the chart below for the full year 2019:

Adjusted free cash flow


$400 million

to

$475 million

Adjusted net income attributable to common shareholders


$337 million

to

$365 million

Adjusted fully diluted EPS


$7.23

to

$7.83

Adjusted EBITDA


$745 million

to

$785 million

Contract sales


$1,530 million

to

$1,600 million

2019 expected GAAP results and guidance above include an estimate of the impact of future spending associated with on-going integration efforts resulting from the acquisition of ILG.

Fourth Quarter 2018 Earnings Conference Call

The company will hold a conference call at 10:00 a.m. ET today to discuss these results and the guidance for full year 2019.  Participants may access the call by dialing 877-407-8289 or 201-689-8341 for international callers. A live webcast of the call will also be available in the Investor Relations section of the company's website at www.marriottvacationsworldwide.com.

An audio replay of the conference call will be available for seven days and can be accessed at 877-660-6853 or 201-612-7415 for international callers. The conference ID for the recording is 13687364. The webcast will also be available on the company's website.

About Marriott Vacations Worldwide Corporation
Marriott Vacations Worldwide Corporation is a leading global vacation company that offers vacation ownership, exchange, rental and resort and property management, along with related businesses, products and services. The company has more than 100 resorts and over 660,000 owners and members in a diverse portfolio that includes seven vacation ownership brands. It also includes exchange networks and membership programs comprised of more than 3,200 resorts in over 80 nations and nearly two million members, as well as management of more than 180 other resorts and lodging properties. As a leader and innovator in the vacation industry, the company upholds the highest standards of excellence in serving its customers, investors and associates while maintaining exclusive, long-term relationships with Marriott International and Hyatt Hotels Corporation for the development, sales and marketing of vacation ownership products and services. For more information, please visit www.marriottvacationsworldwide.com.

Note on forward-looking statements

This press release and accompanying schedules contain "forward-looking statements" within the meaning of federal securities laws, including statements about future operating results, estimates, and assumptions, and similar statements concerning anticipated future events and expectations that are not historical facts. The company cautions you that these statements are not guarantees of future performance and are subject to numerous risks and uncertainties, including volatility in the economy and the credit markets, supply and demand changes for vacation ownership and exchange products, competitive conditions, the availability of capital to finance growth, and other matters referred to under the heading "Risk Factors" contained in the company's most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") and in subsequent SEC filings, any of which could cause actual results to differ materially from those expressed in or implied in this press release. These statements are made as of February 28, 2019 and the company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Financial Schedules Follow

MARRIOTT VACATIONS WORLDWIDE CORPORATION

FINANCIAL SCHEDULES

QUARTER 4, 2018


TABLE OF CONTENTS


Consolidated Statements of Income

A-1

Operating Metrics

A-2

Adjusted Net Income Attributable to Common Shareholders and Adjusted Earnings Per Share - Diluted

EBITDA and Adjusted EBITDA
Adjusted EBITDA by Segment

A-3

Consolidated Statements of Income - As Adjusted

A-4

Combined EBITDA and Adjusted EBITDA

A-6

Vacation Ownership Segment Financial Results

A-7

Consolidated Contract Sales to Adjusted Development Margin

A-8

Vacation Ownership Segment Financial Results - As Adjusted

A-9

Exchange & Third-Party Management Segment Financial Results

A-11

Corporate and Other Financial Results

A-12

Cash Flow and Adjusted Free Cash Flow

A-13

2019 Outlook


Adjusted Net Income Attributable to Common Shareholders and Adjusted Earnings Per Share - Diluted

Adjusted EBITDA

A-14

2019 Outlook - Adjusted Free Cash Flow

A-15

Non-GAAP Financial Measures

A-16

Consolidated Balance Sheets

A-18

Consolidated Statements of Cash Flows

A-19


NOTE:  Total contract sales consist of the total amount of vacation ownership product sales under contract signed during the period for which we have received a down payment of 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."

 

A-1


MARRIOTT VACATIONS WORLDWIDE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts)

(Unaudited)



Quarter Ended


Fiscal Year Ended


December 31,
2018


December 31,
2017


December 31,
2018


December 31,
2017

REVENUES








Sale of vacation ownership products

$

358



$

208



$

990



$

757


Management and exchange

225



70



499



279


Rental

132



59



371



262


Financing

64



36



183



135


Cost reimbursements

273



189



925



750


TOTAL REVENUES

1,052



562



2,968



2,183


EXPENSES








Cost of vacation ownership products

93



53



260



194


Marketing and sales

181



101



527



388


Management and exchange

119



36



259



147


Rental

90



53



281



221


Financing

25



13



65



43


General and administrative

84



25



198



106


Depreciation and amortization

33



5



62



21


Litigation settlement

13



2



46



4


Royalty fee

28



16



78



63


Cost reimbursements

273



189



925



750


TOTAL EXPENSES

939



493



2,701



1,937


Gains (losses) and other income (expense), net

25



(1)



21



6


Interest expense

(31)



(5)



(54)



(10)


ILG acquisition-related costs

(29)





(127)



(1)


Other

(1)



(1)



(4)



(1)


INCOME BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS

77



62



103



240


(Provision) benefit for income taxes

(36)



57



(51)



(5)


NET INCOME

41



119



52



235


Net loss attributable to noncontrolling interests

3





3




NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS

$

44



$

119



$

55



$

235










EARNINGS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS








Basic

$

0.92



$

4.46



$

1.64



$

8.70


Diluted

$

0.91



$

4.35



$

1.61



$

8.49



NOTE: Earnings per share - Basic and Earnings per share - Diluted are calculated using whole dollars.

 

A-2


MARRIOTT VACATIONS WORLDWIDE CORPORATION

OPERATING METRICS

(Contract sales in millions)



Quarter Ended




Fiscal Year Ended




December
31, 2018


December
31, 2017


Change
%


December
31, 2018


December
31, 2017


Change
%

Vacation Ownership












Total contract sales

$

370



$

207



79%


$

1,089



$

826



32%

Consolidated contract sales

$

358



$

207



73%


$

1,073



$

826



30%

Legacy-MVW North America contract sales

$

200



$

186



8%


$

814



$

750



9%

Legacy-MVW North America VPG

$

3,496



$

3,518



(1%)


$

3,666



$

3,565



3%













Exchange & Third-Party Management












Total active members at end of period (000's)(1)

1,802







1,802








COMBINED OPERATING METRICS

INCLUDING LEGACY-ILG AS IF ACQUIRED AT THE BEGINNING OF FISCAL YEAR 2017

(Contract sales in millions)



Quarter Ended




Fiscal Year Ended




December
31, 2018


December
31, 2017


Change
%


December
31, 2018


December
31, 2017


Change
%

Vacation Ownership












Total contract sales

$

370



$

348



7%


$

1,487



$

1,387



7%

Consolidated contract sales

$

358



$

333



8%


$

1,432



$

1,324



8%













Exchange & Third-Party Management












Total active members at end of period (000's)(1)

1,802



1,813



(1%)


1,802



1,813



(1%)


(1)  Only includes members of the Interval International exchange network.

 

A-3


MARRIOTT VACATIONS WORLDWIDE CORPORATION

(In millions, except per share amounts)


ADJUSTED NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS AND

ADJUSTED EARNINGS PER SHARE - DILUTED



Quarter Ended


Fiscal Year Ended


December
31, 2018


December
31, 2017


December
31, 2018


December
31, 2017

Net income attributable to common shareholders

$

44



$

119



$

55



$

235


Certain items:








Litigation settlement

13



2



46



4


(Gains) losses and other (income) expense, net

(25)



1



(21)



(6)


ILG acquisition-related costs

29





127



1


Purchase price adjustments

19





24




Share-based compensation (ILG acquisition-related)

1





8




Variable compensation expense related to the impact of the Hurricanes



3





7


Other

1



1



4



1


Certain items before provision for income taxes

38



7



188



7


Provision for income taxes on certain items

(11)



(72)



(43)



(73)


Adjusted net income attributable to common shareholders **

$

71



$

54



$

200



$

169


Earnings per share - Diluted

$

0.91



$

4.35



$

1.61



$

8.49


Adjusted earnings per share - Diluted **

$

1.49



$

1.96



$

5.88



$

6.09



EBITDA AND ADJUSTED EBITDA


Quarter Ended


Fiscal Year Ended


December
31, 2018


December
31, 2017


December
31, 2018


December
31, 2017

Net income attributable to common shareholders

$

44



$

119



$

55



$

235


Interest expense(1)

31



5



54



10


Tax provision (benefit)

36



(57)



51



5


Depreciation and amortization

33



5



62



21


EBITDA **

144



72



222



271


Share-based compensation

12



4



35



16


Certain items before provision for income taxes(2)

24



7



162



7


Adjusted EBITDA **

$

180



$

83



$

419



$

294










(1) Interest expense excludes consumer financing interest expense.







(2) Excludes certain items included in depreciation and amortization and share-based compensation.


ADJUSTED EBITDA BY SEGMENT


Quarter Ended


Fiscal Year Ended


December
31, 2018


December
31, 2017


December
31, 2018


December
31, 2017

Vacation Ownership

$

196



$

103



$

511



$

383


Exchange & Third-Party Management

58





77




Segment adjusted EBITDA

254



103



588



383


General and administrative

(76)



(20)



(171)



(89)


Consolidated property owners' associations

2





2




        Adjusted EBITDA**

$

180



$

83



$

419



$

294



** Denotes non-GAAP financial measures. Please see "Non-GAAP Financial Measures" for additional information about our reasons for providing these alternative financial measures and limitations on their use.

 

A-4


MARRIOTT VACATIONS WORLDWIDE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME - AS ADJUSTED1

FISCAL YEAR ENDED DECEMBER 31, 2018 AND 2017

(In millions)



As Reported
Fiscal Year
Ended


Less: Legacy-
ILG 122 Days
Ended


As Adjusted
Fiscal Year
Ended


As Reported
Fiscal Year
Ended


December 31, 2018


December 31, 2017

REVENUES








Sale of vacation ownership products

$

990



$

159



$

831



$

757


Management and exchange

499



199



300



279


Rental

371



87



284



262


Financing

183



35



148



135


Cost reimbursements

925



88



837



750


TOTAL REVENUES

2,968



568



2,400



2,183


EXPENSES








Cost of vacation ownership products

260



44



216



194


Marketing and sales

527



96



431



388


Management and exchange

259



106



153



147


Rental

281



52



229



221


Financing

65



15



50



43


General and administrative

198



77



121



106


Depreciation and amortization

62



38



24



21


Litigation settlement

46





46



4


Royalty fee

78



14



64



63


Cost reimbursements

925



88



837



750


TOTAL EXPENSES

2,701



530



2,171



1,937


Gains (losses) and other income (expense), net

21



(3)



24



6


Interest expense

(54)



(2)



(52)



(10)


ILG acquisition-related costs

(127)



(32)



(95)



(1)


Other

(4)





(4)



(1)


INCOME BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS

103



1



102



240


Provision for income taxes

(51)



(6)



(45)



(5)


NET INCOME (LOSS)

52



(5)



57



235


Net loss attributable to noncontrolling interests

3



3






NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS

55



(2)



57



235


Interest expense

54



2



52



10


Tax provision

51



6



45



5


Depreciation and amortization

62



38



24



21


EBITDA **

222



44



178



271


Share-based compensation

35



14



21



16


Certain items before provision for income taxes

162



41



121



7


Adjusted EBITDA **

$

419



$

99



$

320



$

294



(1)  Adjusted to exclude Legacy-ILG results.


** Denotes non-GAAP financial measures. Please see "Non-GAAP Financial Measures" for additional information about our reasons for providing these alternative financial measures and limitations on their use.

 



MARRIOTT VACATIONS WORLDWIDE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME - AS ADJUSTED1

THREE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(In millions)



As Reported
Three Months
Ended


Less: Legacy-
ILG Three
Months Ended


As Adjusted
Three Months
Ended


As Reported
Three Months
Ended


December 31, 2018


December 31, 2017

REVENUES








Sale of vacation ownership products

$

358



$

124



$

234



$

208


Management and exchange

225



149



76



70


Rental

132



68



64



59


Financing

64



25



39



36


Cost reimbursements

273



67



206



189


TOTAL REVENUES

1,052



433



619



562


EXPENSES








Cost of vacation ownership products

93



35



58



53


Marketing and sales

181



72



109



101


Management and exchange

119



81



38



36


Rental

90



37



53



53


Financing

25



10



15



13


General and administrative

84



54



30



25


Depreciation and amortization

33



26



7



5


Litigation settlement

13





13



2


Royalty fee

28



11



17



16


Cost reimbursements

273



67



206



189


TOTAL EXPENSES

939



393



546



493


Gains (losses) and other income (expense), net

25



(4)



29



(1)


Interest expense

(31)



(1)



(30)



(5)


ILG acquisition-related costs

(29)



(11)



(18)




Other

(1)





(1)



(1)


INCOME BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS

77



24



53



62


(Provision) benefit for income taxes

(36)



(4)



(32)



57


NET INCOME

41



20



21



119


Net loss attributable to noncontrolling interests

3



3






NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS

44



23



21



119


Interest expense

31



1



30



5


Tax provision (benefit)

36



4



32



(57)


Depreciation and amortization

33



26



7



5


EBITDA **

144



54



90



72


Share-based compensation

12



6



6



4


Certain items before provision for income taxes

24



21



3



7


Adjusted EBITDA **

$

180



$

81



$

99



$

83



(1)  Adjusted to exclude Legacy-ILG results.


** Denotes non-GAAP financial measures. Please see "Non-GAAP Financial Measures" for additional information about our reasons for providing these alternative financial measures and limitations on their use.

A-6

MARRIOTT VACATIONS WORLDWIDE CORPORATION
COMBINED EBITDA AND ADJUSTED EBITDA
(In millions)

The unaudited combined financial information presented below gives effect to Marriott Vacations Worldwide's acquisition of ILG as if the transaction had occurred on January 1, 2017, and is presented to facilitate comparisons with our results following the acquisition of ILG. Marriott Vacations Worldwide presents the combined financial information for informational purposes only and the combined financial information is not necessarily indicative of what the combined company's results of operations would actually have been had the transaction been completed on the date indicated.  In addition, the combined financial information does not purport to project the future operating results of the combined company.





Quarter Ended


Quarter Ended






December 31, 2018


December 31, 2017






Legacy
MVW


Legacy
ILG
(1)


Combined


Legacy
MVW


Legacy
ILG
(2)


Combined


Change


%
Change

Net income attributable to common shareholders

$

21



$

23



$

44



$

119



$

70



$

189






Interest expense / income

30



1



31



5



6



11






Tax provision (benefit)

32



4



36



(57)



(31)



(88)






Depreciation and amortization

7



26



33



5



20



25






EBITDA **

90



54



144



72



65



137






Share-based compensation

6



6



12



4



5



9






Certain items (3)

3



21



24



7



16



23






Adjusted EBITDA **

$

99



$

81



$

180



$

83



$

86



$

169



$

11



7%

















(1)  Derived from MVW management's internal records.


(2)  Derived from ILG, Inc. management's internal records.
(3) Legacy ILG certain items for periods presented above ending prior to September 1, 2018, consisted primarily of acquisition related and restructuring charges, asset impairments, other non-operating income and expense, net (primarily consisting of net  gains and losses on foreign currency exchange related activity), and the impact of purchase accounting.

 


















Fiscal Year Ended


Fiscal Year Ended






December 31, 2018


December 31, 2017






Legacy
MVW


Legacy
ILG
(1)


Combined


Legacy
MVW


Legacy
ILG
(2)


Combined


Change


%
Change

Net income attributable to common shareholders

$

57



$

108



$

165



$

235



$

174



$

409






Interest expense / income

52



20



72



10



25



35






Tax provision

45



47



92



5



26



31






Depreciation and amortization

24



86



110



21



80



101






EBITDA **

178



261



439



271



305



576






Share-based compensation

21



22



43



16



22



38






Certain items(3)

121



64



185



7



25



32






Adjusted EBITDA **

$

320



$

347



$

667



$

294



$

352



$

646



$

21



3%


(1)  Derived from ILG, Inc.'s Form 10Q's for Q1 2018 and Q2 2018 and from MVW management's internal records for Q3 2018 and Q4 2018.

(2)  Derived from ILG, Inc.'s Form 8-K dated July 19, 2018.

(3) Legacy ILG certain items for periods presented above ending prior to September 1, 2018, consisted primarily of acquisition related and restructuring charges, asset impairments, other non-operating income and expense, net (primarily consisting of net gains and losses on foreign currency exchange related activity), and the impact of purchase accounting.

** Denotes non-GAAP financial measures. Please see "Non-GAAP Financial Measures" for additional information about our reasons for providing these alternative financial measures and limitations on their use.

 

A-7


MARRIOTT VACATIONS WORLDWIDE CORPORATION

VACATION OWNERSHIP SEGMENT FINANCIAL RESULTS

(In millions)



Quarter Ended


Fiscal Year Ended


December 31,
2018


December 31,
2017


December 31,
2018


December 31,
2017

REVENUES








Sale of vacation ownership products

$

358



$

208



$

990



$

757


Resort management and other services

120



70



359



279


Rental

117



59



352



262


Financing

63



36



182



135


Cost reimbursements

270



189



920



750


TOTAL REVENUES

928



562



2,803



2,183


EXPENSES








Cost of vacation ownership products

93



53



260



194


Marketing and sales

171



101



513



388


Resort management and other services

67



36



190



147


Rental

86



53



277



221


Financing

24



13



64



43


Depreciation and amortization

18



4



37



17


Litigation settlement

13



2



46



4


Royalty fee

28



16



78



63


Cost reimbursements

270



189



920



750


TOTAL EXPENSES

770



467



2,385



1,827


Gains (losses) and other income (expense), net

26



(1)



28



6


Other

(1)



(1)



(4)



(1)


SEGMENT RESULTS BEFORE NONCONTROLLING INTERESTS

183



93



442



361


Net loss attributable to noncontrolling interests

1





1




SEGMENT FINANCIAL RESULTS ATTRIBUTABLE TO COMMON SHAREHOLDERS

184



93



443



361


Depreciation and amortization

18



4



37



17


Share-based compensation

3



1



7



3


Certain items(1)

(9)



5



24



2


SEGMENT ADJUSTED EBITDA **

$

196



$

103



$

511



$

383



** Denotes non-GAAP financial measures. Please see "Non-GAAP Financial Measures" for additional information about our reasons for providing these alternative financial measures and limitations on their use.


(1) Certain items:

Three months ended December 31, 2018: $29 million of net business interruption insurance proceeds related to hurricanes, partially offset by $13 million of litigation settlements, $3 million of losses and other expense, $3 million of purchase price adjustments, and $1 million of acquisition related costs.

Year ended December 31, 2018: $46 million of litigation settlements, $4 million of acquisition related costs, $2 million of purchase price accounting adjustments, and $1 million of losses and other expense, partially offset by $29 million of net business interruption insurance proceeds related to hurricanes.

Three months ended December 31, 2017: $2 million of litigation settlements, $1 million of variable compensation expense related to hurricanes, $1 million of losses and other expense, and $1 million of acquisition related costs.

Year ended December 31, 2017: $4 million of litigation settlements, $3 million of variable compensation expense related to hurricanes, $3 million of other losses and expense, and $1 million of acquisition related costs, partially offset by $9 million of business interruption insurance proceeds.

 

A-8


MARRIOTT VACATIONS WORLDWIDE CORPORATION

CONSOLIDATED CONTRACT SALES TO ADJUSTED DEVELOPMENT MARGIN

(In millions)



Quarter Ended


Fiscal Year Ended


December 31,
2018


December 31,
2017


December 31,
2018


December 31,
2017

Consolidated contract sales

$

358



$

207



$

1,073



$

826


Less resales contract sales

(7)



(6)



(30)



(23)


Consolidated contract sales, net of resales

351



201



1,043



803


Plus:








Settlement revenue(1)

12



4



26



15


Resales revenue(1)

4



2



12



8


Revenue recognition adjustments:








Reportability

27



23



11



20


Sales reserve

(22)



(12)



(64)



(52)


Other(2)

(14)



(10)



(38)



(37)


Sale of vacation ownership products

358



208



990



757


Less:








Cost of vacation ownership products

(93)



(53)



(260)



(194)


Marketing and sales

(171)



(101)



(513)



(388)


Development margin

94



54



217



175


Revenue recognition reportability adjustment

(19)



(16)



(8)



(14)


Purchase price adjustments

3





3




Variable compensation expense related to the impact of the Hurricanes



1





3


Adjusted development margin **

$

78



$

39



$

212



$

164


Development margin percentage(3)

26.4%



25.7%



21.9%



23.1%


Adjusted development margin percentage

23.4%



20.6%



21.6%



22.2%



** Denotes non-GAAP financial measures. Please see "Non-GAAP Financial Measures" for additional information about our reasons for providing these alternative financial measures and limitations on their use.

(1)

Previously included in management and exchange revenue prior to the adoption of the Accounting Standards Update 2014-09 – "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09"), as amended.

(2)

Adjustment for sales incentives that will not be recognized as Sale of vacation ownership products revenue and other adjustments to Sale of vacation ownership products revenue.

(3)

Development margin percentage represents Development margin divided by Sale of vacation ownership products. Adjusted Development margin percentage represents Adjusted development margin divided by Sale of vacation ownership products revenue after adjusting for revenue reportability.

 

A-9


MARRIOTT VACATIONS WORLDWIDE CORPORATION

VACATION OWNERSHIP SEGMENT FINANCIAL RESULTS - AS ADJUSTED1

FISCAL YEAR ENDED DECEMBER 31, 2018 AND 2017

(In millions)



As Reported
Fiscal Year
Ended


Less: Legacy-
ILG 122 Days
Ended


As Adjusted
Fiscal Year
Ended


As Reported
Fiscal Year

Ended


December 31, 2018


December 31, 2017

REVENUES








Sale of vacation ownership products

$

990



$

159



$

831



$

757


Resort management and other services

359



59



300



279


Rental

352



68



284



262


Financing

182



34



148



135


Cost reimbursements

920



83



837



750


TOTAL REVENUES

2,803



403



2,400



2,183


EXPENSES








Cost of vacation ownership products

260



44



216



194


Marketing and sales

513



82



431



388


Resort management and other services

190



37



153



147


Rental

277



48



229



221


Financing

64



14



50



43


Depreciation and amortization

37



17



20



17


Litigation settlement

46





46



4


Royalty fee

78



14



64



63


Cost reimbursements

920



83



837



750


TOTAL EXPENSES

2,385



339



2,046



1,827


Gains (losses) and other income (expense), net

28



(2)



30



6


Other

(4)





(4)



(1)


SEGMENT RESULTS BEFORE NONCONTROLLING INTERESTS

442



62



380



361


Net loss attributable to noncontrolling interests

1



1






SEGMENT FINANCIAL RESULTS ATTRIBUTABLE TO COMMON SHAREHOLDERS

443



63



380



361


Adjustments:








Depreciation and amortization

37



17



20



17


Share-based compensation

7



2



5



3


Certain items

24



4



20



2


SEGMENT ADJUSTED EBITDA **

$

511



$

86



$

425



$

383



(1)  Adjusted to exclude Legacy-ILG results.


** Denotes non-GAAP financial measures. Please see "Non-GAAP Financial Measures" for additional information about our reasons for providing these alternative financial measures and limitations on their use.

 



MARRIOTT VACATIONS WORLDWIDE CORPORATION

VACATION OWNERSHIP SEGMENT FINANCIAL RESULTS - AS ADJUSTED1

THREE MONTHS ENDED DECEMBER 31, 2018 AND 2017

(In millions)



As Reported
Three Months
Ended


Less: Legacy-
ILG Three
Months Ended


As Adjusted
Three Months
Ended


As Reported
Three Months
Ended


December 31, 2018


December 31, 2017

REVENUES








Sale of vacation ownership products

$

358



$

124



$

234



$

208


Resort management and other services

120



44



76



70


Rental

117



53



64



59


Financing

63



24



39



36


Cost reimbursements

270



64



206



189


TOTAL REVENUES

928



309



619



562


EXPENSES








Cost of vacation ownership products

93



35



58



53


Marketing and sales

171



62



109



101


Resort management and other services

67



29



38



36


Rental

86



33



53



53


Financing

24



9



15



13


Depreciation and amortization

18



12



6



4


Litigation settlement

13





13



2


Royalty fee

28



11



17



16


Cost reimbursements

270



64



206



189


TOTAL EXPENSES

770



255



515



467


Gains (losses) and other income (expense), net

26



(3)



29



(1)


Other

(1)





(1)



(1)


SEGMENT RESULTS BEFORE NONCONTROLLING INTERESTS

183



51



132



93


Net loss attributable to noncontrolling interests

1



1






SEGMENT FINANCIAL RESULTS ATTRIBUTABLE TO COMMON SHAREHOLDERS

184



52



132



93


Adjustments:








Depreciation and amortization

18



12



6



4


Share-based compensation

3



1



2



1


Certain items

(9)



6



(15)



5


SEGMENT ADJUSTED EBITDA **

$

196



$

71



$

125



$

103



(1)  Adjusted to exclude Legacy-ILG results.


** Denotes non-GAAP financial measures. Please see "Non-GAAP Financial Measures" for additional information about our reasons for providing these alternative financial measures and limitations on their use.

 

A-11


MARRIOTT VACATIONS WORLDWIDE CORPORATION

EXCHANGE & THIRD-PARTY MANAGEMENT SEGMENT FINANCIAL RESULTS

(In millions)



Quarter Ended


Fiscal Year Ended


December 31,
2018


December 31,
2017


December 31,
2018


December 31,
2017

REVENUES








Management and exchange

$

81



$



$

109



$


Rental

14





18




Financing

1





1




Cost reimbursements

25





33




TOTAL REVENUES

121





161




EXPENSES








Marketing and sales

10





14




Management and exchange

23





31




Rental

7





9




Financing

1





1




Depreciation and amortization

10





16




Cost reimbursements

25





33




TOTAL EXPENSES

76





104




Gains and other income

1





1




SEGMENT RESULTS BEFORE NONCONTROLLING INTERESTS

46





58




Net income attributable to noncontrolling interests

(1)





(1)




SEGMENT FINANCIAL RESULTS ATTRIBUTABLE TO COMMON SHAREHOLDERS

45





57




Adjustments:








Depreciation and amortization

10





16




Share-based compensation

1





1




Certain items(1)

2





3




SEGMENT ADJUSTED EBITDA **

$

58



$



$

77



$



** Denotes non-GAAP financial measures. Please see "Non-GAAP Financial Measures" for additional information about our reasons for providing these alternative financial measures and limitations on their use.


(1) Certain items:

Three months ended December 31, 2018: $3 million of purchase price accounting adjustments, partially offset by $1 million of gains and other income.

Year ended December 31, 2018: $4 million of purchase price accounting adjustments, partially offset by $1 million of gains and other income.

 

A-12


MARRIOTT VACATIONS WORLDWIDE CORPORATION

CORPORATE AND OTHER FINANCIAL RESULTS

(In millions)



Quarter Ended


Fiscal Year Ended


December 31,
2018


December 31,
2017


December 31,

2018


December 31,
2017

REVENUES








Resort management and other services(1)

$

24



$



$

31



$


Rental(1)

1





1




Cost reimbursements(1)

(22)





(28)




TOTAL REVENUES

3





4




EXPENSES








Resort management and other services(1)

29





38




Rental(1)

(3)





(5)




General and administrative

84



25



198



106


Depreciation

5



1



9



4


Cost reimbursements(1)

(22)





(28)




TOTAL EXPENSES

93



26



212



110


Losses and other expense, net

(2)





(8)




Interest expense

(31)



(5)



(54)



(10)


ILG acquisition-related costs

(29)





(127)



(1)


FINANCIAL RESULTS BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS

(152)



(31)



(397)



(121)


(Provision) benefit for income taxes

(36)



57



(51)



(5)


Net loss attributable to noncontrolling interests

3





3




FINANCIAL RESULTS ATTRIBUTABLE TO COMMON SHAREHOLDERS

(185)



26



(445)



(126)


Less certain items:








Losses and other expense, net

2





8




ILG acquisition-related costs

29





127



1


Purchase price adjustments

(1)





(1)




Share-based compensation (ILG acquisition-related)

1





8




Variable compensation expense related to the impact of the Hurricanes



2





4


ADJUSTED FINANCIAL RESULTS **

$

(154)



$

28



$

(303)



$

(121)




** Denotes non-GAAP financial measures. Please see "Non-GAAP Financial Measures" for additional information about our reasons for providing these alternative financial measures and limitations on their use.


(1)  Represents the impact of the consolidation of owners' associations of the acquired Legacy-ILG vacation ownership properties under the voting interest model, which represents the portion related to individual or third-party VOI owners.

 

A-13


MARRIOTT VACATIONS WORLDWIDE CORPORATION

CASH FLOW AND ADJUSTED FREE CASH FLOW

(In millions)


CASH FLOW


2018

Cash, cash equivalents and restricted cash provided by (used in):



Operating activities


$

97


Investing activities


(1,407)


Financing activities


1,433


Effect of change in exchange rates on cash, cash equivalents and restricted cash



Net change in cash, cash equivalents and restricted cash


$

123





ADJUSTED FREE CASH FLOW



Net cash, cash equivalents and restricted cash provided by operating activities


$

97


Capital expenditures for property and equipment (excluding inventory)


(40)


Borrowings from securitization transactions


539


Repayment of debt related to securitizations


(382)


Free cash flow **


214


Adjustments:



ILG acquisition-related costs(1)


162


Litigation settlements(2)


18


Net insurance proceeds from business interruption claims(3)


(57)


Other(4)


(27)


Net change in borrowings available from the securitization of eligible vacation ownership notes receivable through the warehouse credit facility(5)


(31)


Increase in restricted cash


(14)


Adjusted free cash flow **


$

265



** Denotes non-GAAP financial measures. Please see "Non-GAAP Financial Measures" for additional information about our reasons for providing these alternative financial measures and limitations on their use.

(1)  Represents adjustment to exclude spending associated with the ILG-acquisition-related costs.

(2)  Represents adjustment to exclude litigation settlement payments.

(3)  Represents adjustment to exclude business interruption insurance proceeds.

(4)  Represents $33 million payment associated with capital efficient inventory arrangements, partially offset by an adjustment to exclude $6 million of losses resulting from fraudulently induced electronic wire payment disbursements made to third parties.

(5)  Represents the net change in borrowings available from the securitization of eligible vacation ownership notes receivable through the warehouse credit facility between the 2017 and 2018 year ends.

 

A-14


MARRIOTT VACATIONS WORLDWIDE CORPORATION

2019 ADJUSTED NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS AND ADJUSTED EARNINGS PER SHARE - DILUTED OUTLOOK

(In millions, except per share amounts)



Fiscal Year
2019 (low)


Fiscal Year
2019 (high)

Net income attributable to common shareholders

$

243



$

257


Adjustments to reconcile Net income attributable to common shareholders to Adjusted net income attributable to common shareholders




Certain items(1)

136



156


Provision for income taxes on adjustments to net income

(42)



(48)


Adjusted net income attributable to common shareholders **

$

337



$

365


Earnings per share - Diluted(2)

$

5.21



$

5.52


Adjusted earnings per share - Diluted ** (2)

$

7.23



$

7.83


Diluted shares(2)

46.6



46.6




(1)

Certain items adjustment includes $60 million to $80 million of anticipated ILG acquisition costs and $76 million of anticipated purchase price adjustments (including $58 million related to the amortization of intangibles).



(2)

Earnings per share - Diluted, Adjusted earnings per share - Diluted, and Diluted shares outlook includes the impact of share repurchase activity only through February 26, 2019.



**

Denotes non-GAAP financial measures. Please see Non-GAAP Financial Measures for additional information about our reasons for providing these alternative financial measures and limitations on their use.

 

MARRIOTT VACATIONS WORLDWIDE CORPORATION

2019 ADJUSTED EBITDA OUTLOOK

(In millions)



Fiscal Year
2019 (low)


Fiscal Year
2019 (high)

Net income attributable to common shareholders

$

243



$

257


Interest expense(1)

128



128


Tax provision

128



134


Depreciation and amortization

134



134


EBITDA **

633



653


Share-based compensation

34



34


Certain items(2)

78



98


Adjusted EBITDA **

$

745



$

785




(1)

Interest expense excludes consumer financing interest expense.



(2)

Certain items adjustment includes $60 million to $80 million of anticipated ILG acquisition costs and $18 million of anticipated purchase price adjustments.



**

Denotes non-GAAP financial measures. Please see Non-GAAP Financial Measures for additional information about our reasons for providing these alternative financial measures and limitations on their use.

 

A-15


MARRIOTT VACATIONS WORLDWIDE CORPORATION

2019 ADJUSTED FREE CASH FLOW OUTLOOK

(In millions)



Fiscal Year
2019 (low)


Fiscal Year
2019 (high)

Net cash provided by operating activities

$

286



$

311


Capital expenditures for property and equipment (excluding inventory)

(100)



(110)


Borrowings from securitization transactions

725



760


Repayment of debt related to securitizations

(510)



(520)


Free cash flow **

401



441


Adjustments:




Net change in borrowings available from the securitization of eligible vacation ownership notes receivable through the warehouse credit facility(1)

(60)



(45)


Inventory / other payments associated with capital efficient inventory arrangements

(31)



(31)


Certain items(2)

100



120


Change in restricted cash

(10)



(10)


Adjusted free cash flow **

$

400



$

475




(1)

Represents the net change in borrowings available from the securitization of eligible vacation ownership notes receivable through the warehouse credit facility between the 2018 and 2019 year ends.



(2)

Certain items adjustment includes $60 million to $80 million of anticipated ILG acquisition costs, $16 million of litigation settlement payments and $24 million of tax payments related to Legacy-ILG prior to the acquisition and delayed 2018 payments due to the hurricanes.



**

Denotes non-GAAP financial measures. Please see Non-GAAP Financial Measures for additional information about our reasons for providing these alternative financial measures and limitations on their use.

A-16

MARRIOTT VACATIONS WORLDWIDE CORPORATION
NON-GAAP FINANCIAL MEASURES

In our press release and schedules, and on the related conference call, we report certain financial measures that are not prescribed by GAAP. We discuss our reasons for reporting these non-GAAP financial measures below, and the financial schedules included herein reconcile the most directly comparable GAAP financial measure to each non-GAAP financial measure that we report (identified by a double asterisk ("**") on the preceding pages). Although we evaluate and present these non-GAAP financial measures for the reasons described below, please be aware that these non-GAAP financial measures have limitations and should not be considered in isolation or as a substitute for revenues, net income attributable to common shareholders, earnings per share or any other comparable operating measure prescribed by GAAP. In addition, these non-GAAP financial measures may be calculated and / or presented differently than measures with the same or similar names that are reported by other companies, and as a result, the non-GAAP financial measures we report may not be comparable to those reported by others.

Adjusted Net Income Attributable to Common Shareholders

We evaluate non-GAAP financial measures, including Adjusted Net Income attributable to common shareholders, Adjusted EBITDA, and Adjusted Development Margin, that exclude certain items in the quarters and fiscal years ended December 31, 2018 and December 31, 2017, because these non-GAAP financial measures allow for period-over-period comparisons of our on-going core operations before the impact of these items. These non-GAAP financial measures also facilitate our comparison of results from our on-going core operations before these items with results from other vacation companies.

Certain items - Quarter and Fiscal Year Ended December 31, 2018

In our Statement of Income for the quarter ended December 31, 2018, we recorded $38 million of net pre-tax items, which consisted of $30 million of ILG acquisition-related costs (including $1 million of share-based compensation expense), $19 million of purchase accounting adjustments (of which $6 million impacted adjusted EBITDA), $13 million of litigation settlements, $4 million of losses and other expense, and $1 million of costs associated with the anticipated capital efficient acquisitions of an operating property in New York, partially offset by $29 million of net insurance proceeds related to the settlement of Legacy-MVW business interruption insurance claims arising from Hurricanes Irma and Maria.

In our Statement of Income for the fiscal year ended December 31, 2018, we recorded $188 million of net pre-tax items, which consisted of $135 million of ILG acquisition-related costs (including $8 million of share-based compensation expense), $46 million of litigation settlement charges, $24 million of unfavorable purchase accounting adjustments (of which $6 million impacted adjusted EBITDA), $8 million of losses and other expense and $4 million of costs associated with the anticipated capital efficient acquisitions of operating properties in San Francisco, California and New York, partially offset by $29 million of net insurance proceeds related to the settlement of Legacy-MVW business interruption insurance claims arising from Hurricanes Irma and Maria.

Certain items - Quarter and Fiscal Year Ended December 31, 2017

In our Statement of Income for the quarter ended December 31, 2017, we recorded $7 million of net pre-tax items, which consisted of $3 million of variable compensation expense related to the impact of the 2017 Hurricanes, $2 million of litigation settlement expenses, $1 million of acquisition costs, and $1 million of variable compensation expense related to the impact of Hurricane Matthew.

In our Statement of Income for the fiscal year ended December 31, 2017, we recorded $7 million of net pre-tax items, which consisted of $9 million in net insurance proceeds related to the settlement of Legacy-MVW business interruption insurance claims arising from Hurricane Matthew in 2016, $7 million of variable compensation expense related to the Legacy-MVW impact of the 2017 Hurricanes, $4 million of litigation settlement expenses, $2 million of acquisition costs, a charge of $1 million associated with the estimated property damage insurance deductibles and impairment of property and equipment at several of our Legacy-MVW resorts, primarily in Florida and the Caribbean, that were impacted by the 2017 Hurricanes, $1 million of variable compensation expense related to the impact of Hurricane Matthew and less than $1 million of miscellaneous losses and other expense.

Adjusted Development Margin (Adjusted Sale of Vacation Ownership Products Net of Expenses)

We evaluate Adjusted Development Margin (Adjusted Sale of Vacation Ownership Products Net of Expenses) as an indicator of operating performance. Adjusted Development Margin adjusts Sale of vacation ownership products revenues for the impact of revenue reportability, includes corresponding adjustments to Cost of vacation ownership products expense and Marketing and sales expense associated with the change in revenues from the Sale of vacation ownership products, and may include adjustments for certain items as itemized in the discussion of Adjusted Net Income attributable to common shareholders above. We evaluate Adjusted Development Margin because it allows for period-over-period comparisons of our on-going core operations before the impact of revenue reportability and certain items to our Development Margin.

Earnings Before Interest Expense, Taxes, Depreciation and Amortization ("EBITDA") and Adjusted EBITDA

EBITDA is defined as earnings, or net income attributable to common shareholders, before interest expense (excluding consumer financing interest expense), provision for income taxes, depreciation and amortization. For purposes of our EBITDA and Adjusted EBITDA calculations, we do not adjust for consumer financing interest expense because we consider it to be an operating expense of our business. We consider EBITDA and Adjusted EBITDA to be indicators of operating performance, which we use to measure our ability to service debt, fund capital expenditures and expand our business. We also use EBITDA and Adjusted EBITDA, as do analysts, lenders, investors and others, because these measures exclude certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on a company's capital structure, debt levels and credit ratings. Accordingly, the impact of interest expense on earnings can vary significantly among companies. The tax positions of companies can also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. As a result, effective tax rates and provision for income taxes can vary considerably among companies. EBITDA and Adjusted EBITDA also exclude depreciation and amortization because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating productive assets. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies. Adjusted EBITDA reflects additional adjustments for certain items, as itemized in the discussion of Adjusted Net Income Attributable to Common Shareholders above, and excludes share-based compensation expense to address considerable variability among companies in recording compensation expense because companies use share-based payment awards differently, both in the type and quantity of awards granted. Prior period presentation has been recast for consistency. We evaluate Adjusted EBITDA as an indicator of operating performance because it allows for period-over-period comparisons of our on-going core operations before the impact of the excluded items. Together, EBITDA and Adjusted EBITDA facilitate our comparison of results from our on-going core operations before the impact of these items with results from other vacation ownership companies.

Free Cash Flow and Adjusted Free Cash Flow

We evaluate Free Cash Flow and Adjusted Free Cash Flow as liquidity measures that provide useful information to management and investors about the amount of cash provided by operating activities after capital expenditures for property and equipment, changes in restricted cash, and the borrowing and repayment activity related to our securitizations, which cash can be used for strategic opportunities, including acquisitions and strengthening the balance sheet. Adjusted Free Cash Flow, which reflects additional adjustments to Free Cash Flow for the impact of acquisition, litigation, and other cash charges, allows for period-over-period comparisons of the cash generated by our business before the impact of these items. Analysis of Free Cash Flow and Adjusted Free Cash Flow also facilitates management's comparison of our results with our competitors' results.

Debt to Combined Adjusted EBITDA Ratio

We calculate debt to combined adjusted EBITDA ratio by dividing net debt by combined adjusted EBITDA, where net debt represents total debt less securitized debt and cash and cash equivalents other than an estimated $150 million for working capital requirements, and combined adjusted EBITDA is derived by combining the last year  of adjusted EBITDA for Legacy-MVW and Legacy-ILG (2018 first quarter through 2018 fourth quarter) and adding in $100 million of estimated cost synergies.

A-18


MARRIOTT VACATIONS WORLDWIDE CORPORATION

CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share data)



2018


2017

ASSETS




Cash and cash equivalents

$

231



$

409


Restricted cash (including $69 and $32 from VIEs, respectively)

383



82


Accounts receivable, net (including $11 and $6 from VIEs, respectively)

324



92


Vacation ownership notes receivable, net (including $1,627 and $814 from VIEs, respectively)

2,039



1,115


Inventory

863



398


Property and equipment

951



583


Goodwill

2,828




Intangibles, net

1,107




Other (including $26 and $14 from VIEs, respectively)

292



166


TOTAL ASSETS

$

9,018



$

2,845






LIABILITIES AND EQUITY




Accounts payable

$

245



$

145


Advance deposits

113



84


Accrued liabilities (including $2 and $1 from VIEs, respectively)

423



120


Deferred revenue

319



69


Payroll and benefits liability

211



112


Deferred compensation liability

93



75


Securitized debt, net (including $1,706 and $845 from VIEs, respectively)

1,694



835


Debt, net

2,124



260


Other

12



14


Deferred taxes

318



90


TOTAL LIABILITIES

5,552



1,804


Contingencies and Commitments (Note 11)




Preferred stock — $.01 par value; 2,000,000 shares authorized; none issued or outstanding




Common stock — $.01 par value; 100,000,000 shares authorized; 57,626,462 and 36,861,843 shares issued, respectively

1




Treasury stock — at cost; 11,633,731 and 10,400,547 shares, respectively

(790)



(694)


Additional paid-in capital

3,721



1,189


Accumulated other comprehensive income

6



17


Retained earnings

523



529


TOTAL MVW SHAREHOLDERS' EQUITY

3,461



1,041


Noncontrolling interest

5




TOTAL EQUITY

3,466



1,041


TOTAL LIABILITIES AND EQUITY

$

9,018



$

2,845



The abbreviation VIEs above means Variable Interest Entities.

 

A-19


MARRIOTT VACATIONS WORLDWIDE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)



Fiscal Year Ended


December 31,
2018


December 31,
2017

OPERATING ACTIVITIES




Net income

$

55



$

235


Adjustments to reconcile net income to net cash, cash equivalents and restricted cash provided by operating activities:




Depreciation and amortization of intangibles

62



21


Amortization of debt discount and issuance costs

16



10


Vacation ownership notes receivable reserve

68



52


Share-based compensation

29



16


Loss on disposal of property and equipment, net

1



2


Deferred income taxes

54



(61)


Net change in assets and liabilities, net of the effects of acquisition:




Accounts receivable

(38)



(9)


Vacation ownership notes receivable originations

(630)



(466)


Vacation ownership notes receivable collections

386



270


Inventory

9



45


Purchase of vacation ownership units for future transfer to inventory



(34)


Other assets

21



(21)


Accounts payable, advance deposits and accrued liabilities

26



39


Deferred revenue

35



9


Payroll and benefit liabilities

(8)



16


Deferred compensation liability

10



12


Other, net

1



6


Net cash, cash equivalents and restricted cash provided by operating activities

97



142


INVESTING ACTIVITIES




Acquisition of a business, net of cash and restricted cash acquired

(1,393)




Disposition of subsidiary shares to noncontrolling interest holder

40




Capital expenditures for property and equipment (excluding inventory)

(40)



(26)


Purchase of company owned life insurance

(14)



(12)


Net cash, cash equivalents and restricted cash used in investing activities

(1,407)



(38)


 

MARRIOTT VACATIONS WORLDWIDE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(In millions)



Fiscal Year Ended


December 31,
2018


December 31,
2017

FINANCING ACTIVITIES




Borrowings from securitization transactions

539



400


Repayment of debt related to securitization transactions

(382)



(293)


Proceeds from debt

1,690



318


Repayments of debt

(215)



(88)


Purchase of Convertible Note Hedges



(33)


Proceeds from issuance of Warrants



20


Debt issuance costs

(34)



(15)


Repurchase of common stock

(96)



(88)


Payment of dividends to common shareholders

(51)



(38)


Payment of withholding taxes on vesting of restricted stock units

(18)



(11)


Other, net



(1)


Net cash, cash equivalents and restricted cash provided by financing activities

1,433



171


Effect of changes in exchange rates on cash, cash equivalents and restricted cash



3


Increase in cash, cash equivalents and restricted cash

123



278


Cash, cash equivalents and restricted cash, beginning of period

491



213


Cash, cash equivalents and restricted cash, end of period

$

614



$

491


 

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SOURCE Marriott Vacations Worldwide Corporation

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