Document

“Occupancies at our resorts this quarter were very strong despite the Delta variant and contract sales were within 3% of 2019 levels, driving 25% sequential growth in Adjusted EBITDA and exceeding 2019 for the first time since the pandemic began,” said Stephen P. Weisz, chief executive officer. “First time buyers represented more than 30% of contract sales in the third quarter, which is important for the long-term health of the system. The fourth quarter has started well with October contract sales above 2019 levels and reservations on the books for the first half of next year are already strong.”

Revenues excluding cost reimbursements increased 123% in the third quarter of 2021 compared to the prior year and increased 8% from the second quarter of 2021 as the business continued to recover. Compared to the second quarter, revenue from the sale of vacation ownership products increased 12% and Development profit margin increased to 28%. Excluding the impact of revenue reportability, Adjusted development profit increased sequentially to $98 million, with Adjusted development profit margin increasing nearly 335 basis points to 30%.

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 nearly 120 resorts and approximately 700,000 Owners and Members in a diverse portfolio that includes seven vacation ownership brands. It also includes exchange networks and membership programs comprised of 3,200 resorts in over 90 nations, as well as management of more than 150 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, Inc. and Hyatt Hotels Corporation for the development, sales and marketing of vacation ownership products and services. For more information, please visit www.marriottvacationsworldwide.com.

This press release and accompanying schedules contain “forward-looking statements” within the meaning of federal securities laws, including statements about expectations for business recovery and contract sales in the fourth quarter, that are not historical facts. The Company cautions you that these statements are not guarantees of future performance and are subject to numerous and evolving risks and uncertainties that we may not be able to predict or assess, such as: the effects of the COVID-19 pandemic, including reduced demand for vacation ownership and exchange products and services, volatility in the international and national economy and credit markets, worker absenteeism, quarantines or other government-imposed travel or health-related restrictions; the length and severity of the COVID-19 pandemic, including its short and longer-term impact on the demand for travel and on consumer confidence; the impact of the availability and distribution of effective vaccines on the demand for travel and consumer confidence; the effectiveness of available vaccines against variants of the virus, including the Delta variant; the pace of recovery following the COVID-19 pandemic or as effective treatments or vaccines become widely available; competitive conditions; the availability of capital to finance growth; the effects of steps we have taken and may continue to take to reduce operating costs and/or enhance health and cleanliness protocols at our resorts due to the COVID-19 pandemic; political or social strife, and other matters referred to under the heading “Risk Factors” contained herein and also in our most recent Annual Report on Form 10-K, and which may be discussed in our periodic filings with the U.S. Securities and Exchange Commission (the “SEC”), any of which could cause actual results to differ materially from those expressed or implied herein. There may be other risks and uncertainties that we cannot predict at this time or that we currently do not expect will have a material adverse effect on our financial position, results of operations or cash flows. These statements are made as of the date of issuance 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.


Summary Financial Information and Adjusted EBITDA by Segment			A-1
Consolidated Statements of Income			A-2
Revenues and Profit by Segment			A-3
Adjusted Net Income Attributable to Common Shareholders and Adjusted Earnings Per Share - Diluted			A-7
Adjusted EBITDA			A-8

Consolidated Contract Sales to Adjusted Development Profit			A-9


Vacation Ownership and Exchange & Third-Party Management Segment Adjusted EBITDA			A-10




Consolidated Balance Sheets			A-11
Consolidated Statements of Cash Flows			A-12
Quarterly Operating Metrics			A-13

Non-GAAP Financial Measures			A-14


	Three Months Ended				Change %	Nine Months Ended				Change %
	September 30, 2021		September 30, 2020			September 30, 2021		September 30, 2020
Key Measures
Total consolidated contract sales	$	380	$	140	171%	$	968	$	476	103%
VPG	$	4,300	$	3,904	10%	$	4,377	$	3,745	17%
Tours	84,098		33,170		154%	209,869		118,517		77%
Total active members (000's)(1)	1,313		1,536		(15%)	1,313		1,536		(15%)
Average revenue per member(1)	$	42.95	$	36.76	17%	$	136.57	$	108.44	26%

GAAP Measures
Revenues	$	1,052	$	649	62%	$	2,790	$	2,139	30%
Income (loss) before income taxes and noncontrolling interests	$	58	$	(72)	NM	$	57	$	(316)	NM
Net income (loss) attributable to common shareholders	$	10	$	(62)	NM	$	(12)	$	(238)	NM
Earnings (loss) per share - diluted	$	0.23	$	(1.51)	NM	$	(0.28)	$	(5.76)	NM

Non-GAAP Measures **
Adjusted EBITDA	$	205	$	35	NM	$	438	$	163	NM
Adjusted pretax income (loss)	$	118	$	(28)	NM	$	165	$	(23)	NM
Adjusted net income (loss) attributable to common shareholders	$	70	$	(33)	NM	$	87	$	(16)	NM
Adjusted earnings (loss) per share - diluted	$	1.60	$	(0.81)	NM	$	2.01	$	(0.40)	NM



(1) Includes members at the end of each period for the Interval International exchange network only.




	Three Months Ended				Change %	Nine Months Ended				Change %
	September 30, 2021		September 30, 2020			September 30, 2021		September 30, 2020
Vacation Ownership	$	215	$	28	NM	$	465	$	156	NM
Exchange & Third-Party Management	35		31		13%	113		91		25%
Segment adjusted EBITDA**	250		59		NM	578		247		134%
General and administrative	(45)		(27)		NM	(140)		(91)		NM
Consolidated property owners’ associations	—		3		NM	—		7		NM
Adjusted EBITDA**	$	205	$	35	NM	$	438	$	163	NM

** 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.
NM - Not meaningful


	Three Months Ended				Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
REVENUES
Sale of vacation ownership products	$	330	$	98	$	789	$	409
Management and exchange	225		176		638		548
Rental	130		56		340		209
Financing	69		64		196		206
Cost reimbursements	298		255		827		767
TOTAL REVENUES	1,052		649		2,790		2,139
EXPENSES
Cost of vacation ownership products	71		27		178		110
Marketing and sales	166		78		439		297
Management and exchange	138		106		381		342
Rental	84		74		247		245
Financing	22		24		64		85
General and administrative	54		32		166		121
Depreciation and amortization	35		30		112		93
Litigation charges	2		2		8		4
Restructuring	—		20		—		20
Royalty fee	26		23		78		72
Impairment	—		2		5		98
Cost reimbursements	298		255		827		767
TOTAL EXPENSES	896		673		2,505		2,254
Losses and other expense, net	(31)		—		(27)		(42)
Interest expense	(41)		(37)		(128)		(112)
Transaction and integration costs	(27)		(11)		(75)		(47)
Other	1		—		2		—
INCOME (LOSS) BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS	58		(72)		57		(316)
(Provision for) benefit from income taxes	(47)		14		(63)		91
NET INCOME (LOSS)	11		(58)		(6)		(225)
Net income attributable to noncontrolling interests	(1)		(4)		(6)		(13)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	10	$	(62)	$	(12)	$	(238)

EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS
Basic	$	0.24	$	(1.51)	$	(0.28)	$	(5.76)
Diluted	$	0.23	$	(1.51)	$	(0.28)	$	(5.76)

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


	Reportable Segment				Corporate and Other		Total
	Vacation Ownership		Exchange & Third-Party Management
REVENUES
Sales of vacation ownership products	$	330	$	—	$	—	$	330
Management and exchange(1)
Ancillary revenues	55		1		—		56
Management fee revenues	40		10		(4)		46
Exchange and other services revenues	31		48		44		123
Management and exchange	126		59		40		225
Rental	121		9		—		130
Financing	69		—		—		69
Cost reimbursements(1)	328		9		(39)		298
TOTAL REVENUES	$	974	$	77	$	1	$	1,052

PROFIT
Development(2)	$	93	$	—	$	—	$	93
Management and exchange(1)	71		26		(10)		87
Rental(1)	24		9		13		46
Financing	47		—		—		47
TOTAL PROFIT	235		35		3		273

OTHER
General and administrative	—		—		(54)		(54)
Depreciation and amortization	(24)		(11)		—		(35)
Litigation charges	(1)		—		(1)		(2)
Restructuring	1		(1)		—		—
Royalty fee	(26)		—		—		(26)

Losses and other expense, net	—		—		(31)		(31)
Interest expense	—		—		(41)		(41)
Transaction and integration costs	(1)		—		(26)		(27)
Other	1		—		—		1
INCOME (LOSS) BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS	185		23		(150)		58
Provision for income taxes	—		—		(47)		(47)
NET INCOME (LOSS)	185		23		(197)		11
Net income attributable to noncontrolling interests(1)	—		—		(1)		(1)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	185	$	23	$	(198)	$	10

(1) Amounts included in Corporate and other represent the impact of the consolidation of certain owners’ associations under the relevant accounting guidance, which represents the portion related to individual or third-party vacation ownership interest (“VOI”) owners.
(2) The Company previously used the term Development margin to refer to revenues from the Sale of vacation ownership products less the Cost of vacation ownership products and marketing and sales costs. Beginning in the first quarter of 2021, the Company now refers to this financial measure as Development profit. While the calculation remains unchanged, the Company believes the revised term better depicts the financial results being presented.


	Reportable Segment				Corporate and Other		Total
	Vacation Ownership		Exchange & Third-Party Management
REVENUES
Sales of vacation ownership products	$	98	$	—	$	—	$	98
Management and exchange(1)
Ancillary revenues	17		—		—		17
Management fee revenues	37		4		(5)		36
Exchange and other services revenues	28		45		50		123
Management and exchange	82		49		45		176
Rental	46		10		—		56
Financing	64		—		—		64
Cost reimbursements(1)	281		12		(38)		255
TOTAL REVENUES	$	571	$	71	$	7	$	649

PROFIT
Development(2)	$	(7)	$	—	$	—	$	(7)
Management and exchange(1)	55		22		(7)		70
Rental(1)	(40)		8		14		(18)
Financing	40		—		—		40
TOTAL PROFIT	48		30		7		85

OTHER
General and administrative	—		—		(32)		(32)
Depreciation and amortization	(20)		(8)		(2)		(30)
Litigation charges	(2)		—		—		(2)
Restructuring	(11)		(3)		(6)		(20)
Royalty fee	(23)		—		—		(23)
Impairment	(1)		(1)		—		(2)
Gains (losses) and other income (expense), net	6		(5)		(1)		—
Interest expense	—		—		(37)		(37)
Transaction and integration costs	—		—		(11)		(11)

(LOSS) INCOME BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS	(3)		13		(82)		(72)
Benefit from income taxes	—		—		14		14
NET (LOSS) INCOME	(3)		13		(68)		(58)
Net income attributable to noncontrolling interests(1)	—		—		(4)		(4)
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(3)	$	13	$	(72)	$	(62)

(1) Amounts included in Corporate and other represent the impact of the consolidation of certain owners’ associations under the relevant accounting guidance, which represents the portion related to individual or third-party vacation ownership interest (“VOI”) owners.
(2) The Company previously used the term Development margin to refer to revenues from the Sale of vacation ownership products less the Cost of vacation ownership products and marketing and sales costs. Beginning in the first quarter of 2021, the Company now refers to this financial measure as Development profit. While the calculation remains unchanged, the Company believes the revised term better depicts the financial results being presented.


	Reportable Segment				Corporate and Other		Total
	Vacation Ownership		Exchange & Third-Party Management
REVENUES
Sales of vacation ownership products	$	789	$	—	$	—	$	789
Management and exchange(1)
Ancillary revenues	135		2		—		137
Management fee revenues	117		24		(15)		126
Exchange and other services revenues	91		153		131		375
Management and exchange	343		179		116		638
Rental	308		32		—		340
Financing	196		—		—		196
Cost reimbursements(1)	882		38		(93)		827
TOTAL REVENUES	$	2,518	$	249	$	23	$	2,790

PROFIT
Development(2)	$	172	$	—	$	—	$	172
Management and exchange(1)	207		80		(30)		257
Rental(1)	20		32		41		93
Financing	132		—		—		132
TOTAL PROFIT	531		112		11		654

OTHER
General and administrative	—		—		(166)		(166)
Depreciation and amortization	(66)		(40)		(6)		(112)
Litigation charges	(7)		—		(1)		(8)
Restructuring	—		(1)		1		—
Royalty fee	(78)		—		—		(78)
Impairment	—		—		(5)		(5)
Gains and other income, net	—		—		(27)		(27)
Interest expense	—		—		(128)		(128)
Transaction and integration costs	(2)		—		(73)		(75)
Other	2		—		—		2
INCOME (LOSS) BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS	380		71		(394)		57
Benefit from income taxes	—		—		(63)		(63)
NET INCOME (LOSS)	380		71		(457)		(6)
Net income attributable to noncontrolling interests(1)	—		—		(6)		(6)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	380	$	71	$	(463)	$	(12)

(1) Amounts included in Corporate and other represent the impact of the consolidation of certain owners’ associations under the relevant accounting guidance, which represents the portion related to individual or third-party vacation ownership interest (“VOI”) owners.
(2) The Company previously used the term Development margin to refer to revenues from the Sale of vacation ownership products less the Cost of vacation ownership products and marketing and sales costs. Beginning in the first quarter of 2021, the Company now refers to this financial measure as Development profit. While the calculation remains unchanged, the Company believes the revised term better depicts the financial results being presented.


	Reportable Segment				Corporate and Other		Total
	Vacation Ownership		Exchange & Third-Party Management
REVENUES
Sales of vacation ownership products	$	409	$	—	$	—	$	409
Management and exchange(1)
Ancillary revenues	69		1		—		70
Management fee revenues	113		14		(14)		113
Exchange and other services revenues	85		145		135		365
Management and exchange	267		160		121		548
Rental	180		29		—		209
Financing	204		2		—		206
Cost reimbursements(1)	824		45		(102)		767
TOTAL REVENUES	$	1,884	$	236	$	19	$	2,139

PROFIT
Development(2)	$	2	$	—	$	—	$	2
Management and exchange(1)	162		67		(23)		206
Rental(1)	(100)		21		43		(36)
Financing(3)	120		1		—		121
TOTAL PROFIT	184		89		20		293

OTHER
General and administrative	—		—		(121)		(121)
Depreciation and amortization	(61)		(24)		(8)		(93)
Litigation charges	(4)		—		—		(4)
Restructuring	(11)		(3)		(6)		(20)
Royalty fee	(72)		—		—		(72)
Impairment	(6)		(92)		—		(98)
Gains (losses) and other income (expense), net	12		(5)		(49)		(42)
Interest expense	—		—		(112)		(112)
Transaction and integration costs	(3)		—		(44)		(47)

INCOME (LOSS) BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS	39		(35)		(320)		(316)
Benefit from income taxes	—		—		91		91
NET INCOME (LOSS)	39		(35)		(229)		(225)
Net income attributable to noncontrolling interests(1)	—		—		(13)		(13)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	39	$	(35)	$	(242)	$	(238)

(1) Amounts included in Corporate and other represent the impact of the consolidation of certain owners’ associations under the relevant accounting guidance, which represents the portion related to individual or third-party vacation ownership interest (“VOI”) owners.
(2) The Company previously used the term Development margin to refer to revenues from the Sale of vacation ownership products less the Cost of vacation ownership products and marketing and sales costs. Beginning in the first quarter of 2021, the Company now refers to this financial measure as Development profit. While the calculation remains unchanged, the Company believes the revised term better depicts the financial results being presented.
(3) Includes a $10 million impact related to increased bad debt expense recorded in the nine months ended September 30, 2020 related to the COVID-19 pandemic.


	Three Months Ended				Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Net income (loss) attributable to common shareholders	$	10	$	(62)	$	(12)	$	(238)
Provision for (benefit from) income taxes	47		(14)		63		(91)
Income (loss) before income taxes attributable to common shareholders	57		(76)		51		(329)
Certain items:(1)
Litigation charges	2		2		8		4

Losses and other expense, net	31		—		27		42
Transaction and integration costs	27		11		75		47
Impairment charges	—		2		5		98
Purchase price adjustments(2)	5		17		7		47
COVID-19 related adjustments	—		16		(2)		64
Other(3)	(4)		—		(6)		4
Adjusted pretax income (loss) **	118		(28)		165		(23)
(Provision for) benefit from income taxes	(48)		(5)		(78)		7
Adjusted net income (loss) attributable to common shareholders**	$	70	$	(33)	$	87	$	(16)
Diluted shares	43.7		41.2		43.2		41.3
Adjusted earnings (loss) per share - Diluted **	$	1.60	$	(0.81)	$	2.01	$	(0.40)














** 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) See further details on A-8.
(2) Includes certain items included in depreciation and amortization for the three and nine months ended September 30, 2020.
(3) 2021 amounts include eliminating the impact of consolidating property owners’ associations.


	Three Months Ended				Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	10	$	(62)	$	(12)	$	(238)
Interest expense	41		37		128		112
Provision for (benefit from) income taxes	47		(14)		63		(91)
Depreciation and amortization	35		30		112		93

Share-based compensation	11		11		33		24
Certain items before income taxes:
Litigation charges	2		2		8		4
Losses and other expense, net:
Dispositions	—		(1)		—		(1)
Hurricane business interruption insurance claims	—		—		—		(4)
Various tax related matters	(8)		—		(6)		26
Redemption premium from debt repayment	36		—		36		—
Foreign currency translation	2		1		(4)		25
Other	1		—		1		(4)
Transaction and integration costs	27		11		75		47
Impairment charges	—		2		5		98
Purchase price adjustments	5		2		7		4
COVID-19 related adjustments:
Sales reserve adjustment, net	—		—		—		37
Accrual for health and welfare costs for furloughed associates	—		(4)		(2)		7
Restructuring	—		20		—		20
Other(1)	(4)		—		(6)		4
ADJUSTED EBITDA**	$	205	$	35	$	438	$	163

** 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) 2021 amounts include eliminating the impact of consolidating property owners’ associations.


	Three Months Ended				Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Consolidated contract sales	$	380	$	140	$	968	$	476
Less resales contract sales	(7)		(1)		(19)		(9)
Consolidated contract sales, net of resales	373		139		949		467
Plus:
Settlement revenue	8		4		21		12
Resales revenue	5		1		8		6
Revenue recognition adjustments:
Reportability	2		(18)		(51)		48
Sales reserve	(31)		(10)		(73)		(90)
Other(1)	(27)		(18)		(65)		(34)
Sale of vacation ownership products	330		98		789		409
Less:
Cost of vacation ownership products	(71)		(27)		(178)		(110)
Marketing and sales	(166)		(78)		(439)		(297)
Development Profit	93		(7)		172		2
Revenue recognition reportability adjustment	(1)		12		38		(32)
Other(2)	6		1		9		30
Adjusted development profit **	$	98	$	6	$	219	$	—
Development profit margin(3)	28.0%		(7.4%)		21.8%		0.5%
Adjusted development profit margin(3)	29.5%		5.2%		26.2%		(0.1%)


** 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) 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.
(2) Primarily includes purchase price adjustments for the three and nine months ended September 30, 2021, as well as a sales reserve charge related to the COVID-19 pandemic and purchase price adjustments for the three and nine months ended September 30, 2020.
(3) Development profit margin represents Development profit divided by Sale of vacation ownership products. Adjusted development profit margin represents Adjusted development profit divided by Sale of vacation ownership products revenue after adjusting for revenue reportability and other charges.



	Three Months Ended				Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
SEGMENT FINANCIAL RESULTS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	185	$	(3)	$	380	$	39
Depreciation and amortization	24		20		66		61

Share-based compensation expense	1		2		4		4
Certain items:
Litigation charges	1		2		7		4
Gains and other income, net:
Dispositions	—		(6)		—		(6)
Hurricane business interruption net insurance proceeds	—		—		—		(4)
Foreign currency translation	—		—		—		(1)
Other	—		—		—		(1)
Transaction and integration costs	1		—		2		3
Impairment charges	—		1		—		6
Purchase price adjustments	5		1		7		3
COVID-19 related adjustments:
Sales reserve adjustment, net	—		—		—		37
Restructuring	(1)		11		—		11
Other	(1)		—		(1)		—
SEGMENT ADJUSTED EBITDA **	$	215	$	28	$	465	$	156



	Three Months Ended				Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
SEGMENT FINANCIAL RESULTS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	23	$	13	$	71	$	(35)
Depreciation and amortization	11		8		40		24

Share-based compensation expense	—		—		1		1
Certain items:
Losses and other expense, net:
Dispositions	—		5		—		5
Foreign currency translation	—		(1)		—		2
Other	—		1		—		(2)
Impairment charges	—		1		—		92
Purchase price adjustments	—		1		—		1
COVID-19 related adjustments:
Restructuring	1		3		1		3
SEGMENT ADJUSTED EBITDA **	$	35	$	31	$	113	$	91

** 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.


	Unaudited
	September 30, 2021		December 31, 2020
ASSETS
Cash and cash equivalents	$	448	$	524
Restricted cash (including $69 and $68 from VIEs, respectively)	434		468
Accounts receivable, net (including $10 and $11 from VIEs, respectively)	223		276
Vacation ownership notes receivable, net (including $1,486 and $1,493 from VIEs, respectively)	2,026		1,840
Inventory	741		759
Property and equipment, net	1,077		791
Goodwill	3,086		2,817
Intangibles, net	1,007		952
Other (including $70 and $54 from VIEs, respectively)	501		471
TOTAL ASSETS	$	9,543	$	8,898

LIABILITIES AND EQUITY
Accounts payable	$	190	$	209
Advance deposits	166		147
Accrued liabilities (including $2 and $1 from VIEs, respectively)	375		349
Deferred revenue	540		488
Payroll and benefits liability	201		157
Deferred compensation liability	135		127
Securitized debt, net (including $1,611 and $1,604 from VIEs, respectively)	1,594		1,588
Debt, net	2,795		2,680
Other	218		197
Deferred taxes	325		274
TOTAL LIABILITIES	6,539		6,216
Contingencies and Commitments (Note 11)
Preferred stock — $0.01 par value; 2,000,000 shares authorized; none issued or outstanding	—		—
Common stock — $0.01 par value; 100,000,000 shares authorized; 75,491,621 and 75,279,061 shares issued, respectively	1		1
Treasury stock — at cost; 32,776,162 and 34,184,813 shares, respectively	(1,282)		(1,334)
Additional paid-in capital	4,056		3,760
Accumulated other comprehensive loss	(39)		(48)
Retained earnings	237		272
TOTAL MVW SHAREHOLDERS' EQUITY	2,973		2,651
Noncontrolling interests	31		31
TOTAL EQUITY	3,004		2,682
TOTAL LIABILITIES AND EQUITY	$	9,543	$	8,898


	Nine Months Ended
	September 30, 2021		September 30, 2020
OPERATING ACTIVITIES
Net loss	$	(6)	$	(225)
Adjustments to reconcile net loss to net cash, cash equivalents and restricted cash used by operating activities:
Depreciation and amortization of intangibles	112		93
Amortization of debt discount and issuance costs	41		16

Vacation ownership notes receivable reserve	73		97
Share-based compensation	33		23
Impairment charges	5		98

Deferred income taxes	10		1
Net change in assets and liabilities:
Accounts receivable	54		24
Vacation ownership notes receivable originations	(545)		(265)
Vacation ownership notes receivable collections	532		487
Inventory	59		(4)

Other assets	(29)		57
Accounts payable, advance deposits and accrued liabilities	(44)		(231)
Deferred revenue	119		57
Payroll and benefit liabilities	35		—
Deferred compensation liability	14		8
Other liabilities	23		(11)
Deconsolidation of certain Consolidated Property Owners' Associations	(87)		—
Purchase of vacation ownership units for future transfer to inventory	(99)		(61)
Other, net	3		(6)
Net cash, cash equivalents and restricted cash provided by operating activities	303		158
INVESTING ACTIVITIES
Acquisition of a business, net of cash and restricted cash acquired	(157)		—
Capital expenditures for property and equipment (excluding inventory)	(19)		(36)

Purchase of company owned life insurance	(11)		(3)
Dispositions, net	—		15
Net cash, cash equivalents and restricted cash used in investing activities	(187)		(24)
FINANCING ACTIVITIES
Borrowings from securitization transactions	425		690
Repayment of debt related to securitization transactions	(602)		(793)
Proceeds from debt	1,061		1,166
Repayments of debt	(1,039)		(703)
Purchase of convertible note hedges	(100)		—
Proceeds from issuance of warrants	70		—
Finance lease payment	(2)		(10)
Payment of debt issuance costs	(17)		(14)
Repurchase of common stock	(4)		(82)
Payment of dividends	—		(45)
Payment of withholding taxes on vesting of restricted stock units	(17)		(14)

Net cash, cash equivalents and restricted cash (used in) provided by financing activities	(225)		195
Effect of changes in exchange rates on cash, cash equivalents and restricted cash	(1)		(2)
Change in cash, cash equivalents and restricted cash	(110)		327
Cash, cash equivalents and restricted cash, beginning of period	992		701
Cash, cash equivalents and restricted cash, end of period	$	882	$	1,028


	Year	Quarter Ended								Full Year
		March 31		June 30		September 30		December 31
Vacation Ownership
Consolidated Contract Sales
	2021	$	226	$	362	$	380
	2020	$	306	$	30	$	140	$	178	$	654
	2019	$	354	$	386	$	390	$	394	$	1,524









VPG
	2021	$	4,644	$	4,304	$	4,300
	2020	$	3,680	$	3,717	$	3,904	$	3,826	$	3,767
	2019	$	3,350	$	3,299	$	3,461	$	3,499	$	3,403









Tours
	2021	45,871		79,900		84,098
	2020	79,131		6,216		33,170		44,161		162,678
	2019	99,957		111,241		107,401		108,272		426,871

Exchange & Third-Party Management
Total active members (000's)(1)	2021	1,479		1,321		1,313
	2020	1,636		1,571		1,536		1,518		1,518
	2019	1,694		1,691		1,701		1,670		1,670

Average revenue per member(1)	2021	$	47.13	$	46.36	$	42.95
	2020	$	41.37	$	30.17	$	36.76	$	36.62	$	144.97
	2019	$	46.24	$	43.23	$	40.89	$	38.38	$	168.73



(1) Includes members at the end of each period for the Interval International exchange network only.

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 or loss attributable to common shareholders, earnings or loss per share or any other comparable operating measure prescribed by GAAP. In addition, other companies in our industry may calculate these non-GAAP financial measures differently than we do or may not calculate them at all, limiting their usefulness as comparative measures.

We evaluate non-GAAP financial measures, including Adjusted pretax income or loss, Adjusted net income or loss attributable to common shareholders, Adjusted EBITDA, Adjusted development profit and Adjusted development profit margin, that exclude certain items in the three and nine months ended September 30, 2021 and September 30, 2020, and believe these measures provide useful information to investors 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 the comparison of results from our on-going core operations before these items with results from other vacation ownership companies.

We evaluate Adjusted development profit (Adjusted sale of vacation ownership products, net of expenses) and Adjusted development profit margin as indicators of operating performance. Adjusted development profit and Adjusted development profit margin adjust Sale of vacation ownership products revenues for the impact of revenue reportability, includes corresponding adjustments to Cost of vacation ownership products associated with the change in revenues from the Sale of vacation ownership products, and may include adjustments for certain items as itemized on A-8, as necessary. We evaluate Adjusted development profit and Adjusted development profit margin and believe it provides useful information to investors 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 profit and Development profit margin.

EBITDA, a financial measure that is not prescribed by GAAP, is defined as earnings, or net income or loss attributable to common shareholders, before interest expense (excluding consumer financing interest expense associated with term loan securitization transactions), income taxes, depreciation and amortization. Adjusted EBITDA reflects additional adjustments for certain items, as itemized in the discussion of Adjusted EBITDA in the preceding pages, 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. For purposes of our EBITDA and Adjusted EBITDA calculations, we do not adjust for consumer financing interest expense associated with term loan securitization transactions because we consider it to be an operating expense of our business. We consider Adjusted EBITDA to be an indicator of operating performance, which we use to measure our ability to service debt, fund capital expenditures and expand our business. We also use Adjusted EBITDA, as do analysts, lenders, investors and others, because this measure excludes 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. We believe Adjusted EBITDA is useful 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. Adjusted EBITDA also facilitates comparison by us, analysts, investors, and others, of results from our on-going core operations before the impact of these items with results from other vacation companies.