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Item 7. Management’s Discussion and Analysis

2022-03-01 compared with 2021-03-01 · 431 added, 361 removed, 455 unchanged (64% of the section changed)

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The COVID-19 pandemic has caused significant disruptions in international and U.S.

economies and markets.

We discuss the COVID-19 pandemic and its current and potential future implications in this report;

however, the COVID-19 pandemic is evolving and its potential impact on our business in the future remains uncertain.

Please see “ Impact of COVID-19 Pandemic ” included in “ Item 1.

Business ” for additional discussion on the COVID-19 pandemic and its impact on our business.

As a result of the COVID-19 pandemic, in September 2020, a workforce reduction plan was approved, which impacted approximately 3,000 associates beginning in November 2020.

We expect that we will incur approximately $30 to $35 million in restructuring and related charges primarily related to employee severance and benefit costs, including a portion that is included in cost reimbursements.

See Footnote 3 “Restructuring Charges” to our Financial Statements for more information about the restructuring charges recorded as a result of the COVID-19 pandemic.

economies and markets, and has also had an unprecedented impact on the travel industry and the Company.

For further information about COVID-19’s impact on our business, see Part I, Item 1, “Business.”

Significant Accounting Policies Used in Describing Results of Operations

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We recognize revenues from the sale of VOIs when control of the vacation ownership product is transferred to the customer and the transaction price is deemed collectible.

Based upon the different terms of the contracts with the customer and business practices, control of the vacation ownership product is transferred to the customer at closing for Legacy-MVW transactions and upon expiration of the statutory rescission period for Legacy-ILG transactions.

Based upon the different terms of the contracts with the customer and business practices, control of the vacation ownership product is transferred to the customer at closing for Marriott- and Welk-branded transactions and upon expiration of the statutory rescission period for Sheraton-, Westin- and Hyatt-branded transactions.

Sales of vacation ownership products may be made for cash or we may provide financing.

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Typically, sales incentives are only awarded if the sale is closed.

As a result of the revenue recognition requirements included in Accounting Standards Codification (“ASC”) Topic 606, “ Revenue from Contracts with Customers ” (“ASC 606”), there may be timing differences between the date of the contract with the customer and when revenue is recognized.

When comparing results year-over-year, this timing difference may generate significant variances, which we refer to as the impact of revenue reportability.

Finally, as more fully described in “ Financing ” below, we record the difference between the vacation ownership note receivable and the consideration to which we expect to be entitled (also known as a vacation ownership notes receivable reserve or a sales reserve) as a reduction of revenues from the sale of vacation ownership products at the time we recognize revenues from a sale.

We report, on a supplemental basis, contract sales for our Vacation Ownership segment.

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

Contract sales differ from revenues from the sale of vacation ownership products that we report on our Income Statements due to the requirements for revenue recognition described above.

Contract sales consist of the total amount of vacation ownership product sales under contract signed during the period where we have generally 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.” In circumstances where a customer applies any or all of their existing ownership interests as part of the purchase price for additional interests, we include only the incremental value purchased as contract sales.

Contract sales differ from revenues from

the sale of vacation ownership products that we report on our income statements due to the requirements for revenue recognition described above.

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

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These true-ups, which we refer to as product cost true-up activity, can have a positive or negative impact on our income statements.

We refer to revenues from the sale of vacation ownership products less the cost of vacation ownership products and marketing and sales costs as development margin.

Development margin percentage is calculated by dividing development margin by revenues from the sale of vacation ownership products.

We refer to revenues from the sale of vacation ownership products less the cost of vacation ownership products and marketing and sales costs as Development profit.

Development profit margin is calculated by dividing Development profit by revenues from the Sale of vacation ownership products.

We 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.

In the first quarter of 2021, we began to refer to this financial measure as Development profit.

While the calculation remains unchanged, we believe the revised term better depicts the financial results being presented.

Management and Exchange

Our management and exchange revenues include revenues generated from fees we earn for managing each of our vacation ownership resorts, providing property management, property owners’ association management and related services to third-party vacation ownership resorts and fees we earn for providing rental services and related hotel, condominium resort, and property owners’ association management services to vacation property owners.

Our management and exchange revenues include revenues generated from fees we earn for managing each of our vacation ownership resorts, providing property management, owners’ association management and related services to third-party vacation ownership resorts and fees we earn for providing rental services and related hotel, condominium resort, and owners’ association management services to vacation property owners.

In addition, we earn revenue from ancillary offerings, including food and beverage outlets, golf courses and other retail and service outlets located at our Vacation Ownership resorts.

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Average FICO score 732 730 736

The typical financing agreement provides for monthly payments of principal and interest with the principal balance of the loan fully amortizing over the term of the related vacation ownership note receivable, which is approximately ten years.

Included within our vacation ownership notes receivable are originated vacation ownership notes receivable and vacation ownership notes receivable acquired in connection with the ILG Acquisition.

Included within our vacation ownership notes receivable are originated vacation ownership notes receivable and vacation ownership notes receivable acquired in connection with the ILG Acquisition and the Welk Acquisition.

The interest income earned from our vacation ownership financing arrangements is earned on an accrual basis on the principal balance outstanding over the contractual life of the arrangement and is recorded as Financing revenues on our Income Statements.

Financing revenues also include fees earned from servicing the existing vacation ownership notes receivable portfolio.

The amount of interest income earned in a period depends on the amount of outstanding vacation ownership notes receivable, which is impacted positively by the origination of new vacation ownership notes receivable and negatively by principal collections.

We calculate financing propensity as contract sales volume of financed contracts originated in the period divided by contract sales volume of all contracts originated in the period.

We do not include resales contract sales in the financing propensity calculation.

Financing propensity was 53% in 2021 and 51% in 2020.

We expect to continue offering financing incentive programs in 2022.

We also plan to shift back to our pre-pandemic increased focus on sales to first-time buyers, who are more likely to finance their purchases, which should further increase propensity and increase interest income as new originations of vacation ownership notes receivable outpace the decline in principal of existing vacation ownership notes receivable.

Acquired vacation ownership notes receivable are accounted for using the purchased credit deteriorated assets provision of the current expected credit loss model.

At acquisition, we recorded these vacation ownership notes receivable at fair value.

Upon adoption of Accounting Standards Update 2016-13 – “ Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments ” on January 1, 2020, we established a reserve for credit losses and a corresponding increase in the book value of the acquired vacation ownership notes receivable, resulting in no impact to the recorded balance.

The estimates of the reserve for credit losses on the acquired vacation ownership notes receivable are based on default rates that are an output of our static pool analyses.

Any changes in the reserve for credit losses are recorded as Financing expenses on our Income Statements.

In addition, we established a noncredit discount, which represents the difference between the amortized cost basis and the par value of our acquired vacation ownership notes receivable.

The noncredit discount will be amortized to interest expense over the contractual life of the acquired vacation ownership notes receivable and is recorded as Financing expenses on our Income Statements.

See Footnote 6 “Vacation Ownership Notes Receivable” to our Financial Statements for further information regarding the accounting for acquired vacation ownership notes receivable.

The interest income earned from the originated vacation ownership financing arrangements is earned on an accrual basis on the principal balance outstanding over the contractual life of the arrangement and is recorded as Financing revenues on our Income Statements.

Financing revenues also include fees earned from servicing the existing vacation ownership notes receivable portfolio.

Financing expenses include costs in support of the financing, servicing and securitization processes.

The amount of interest income earned in a period depends on the amount of outstanding vacation ownership notes receivable, which, for originated vacation ownership notes receivable, is impacted positively by the origination of new vacation ownership notes receivable and negatively by principal collections.

We calculate financing propensity as contract sales volume of financed contracts closed in the period divided by contract sales volume of all contracts closed in the period.

We do not include resales contract sales in the financing propensity calculation.

Financing propensity was 51 percent in 2020 and 63 percent in 2019, with the year-over-year decline being driven by programs we offered to incent cash purchases.

We expect to continue offering financing incentive programs in 2021 and that interest income will begin to increase when new originations of vacation ownership notes receivable outpace the decline in principal of existing vacation ownership notes receivable, most likely in 2022.

In the event of a default, we generally have the right to foreclose on or revoke the underlying VOI.

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As discussed above, for originated vacation ownership notes receivable, we record a reserve at the time of sale and classify the reserve as a reduction to revenues from the sale of vacation ownership products on our Income Statements.

Revisions to estimates of variable consideration from the sale of vacation ownership products impact the reserve on originated vacation ownership notes receivable and can increase or decrease revenues.

In contrast, for acquired vacation ownership notes receivable, we record changes to the reserve as an adjustment to Financing expenses on our Income Statements.

Historical default rates, which represent defaults as a percentage of each year’s beginning gross vacation ownership notes receivable balance, were as follows:

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Historical default rates 4.3% 6.3% 4.5%

The increase in default rates in 2020 was predominantly due to the impact of the COVID-19 pandemic on the performance of our notes receivable portfolio.

See Footnote 7, “Vacation Ownership Notes Receivable” to our Financial Statements for additional information regarding the COVID-19 impact on our vacation ownership notes receivable reserves.

Financing expenses include consumer financing interest expense, which represents interest expense associated with the securitization of our vacation ownership notes receivable.

The increased default rates in 2020 were predominantly due to the impact of the COVID-19 pandemic on the performance of our notes receivable portfolio.

The decrease in default rates in 2021 reflects the performance of our notes receivable portfolio back to pre-pandemic levels.

Financing expenses include consumer financing interest expense, which represents interest expense associated with the securitization of our vacation ownership notes receivable, costs to support the financing, servicing and securitization processes and changes in expected credit losses related to acquired vacation ownership notes receivable.

We distinguish consumer financing interest expense from all other interest expense because the debt associated with the consumer financing interest expense is secured by vacation ownership notes receivable that have been sold to bankruptcy remote special purpose entities and is generally non-recourse to us.

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We generate revenue from rentals of inventory that we hold for sale as interests in our vacation ownership programs, inventory that we control because our owners have elected alternative usage options permitted under our vacation ownership programs and rentals of owned hotel properties.

We also recognize rental revenue from the utilization of plus points under the MVCD program when the points are redeemed for rental stays at one of our resorts or in the Explorer Collection.

We also recognize rental revenue from the utilization of plus points under our points-based products when the points are redeemed for rental stays at one of our resorts or other third-party offerings.

We obtain rental inventory from unsold inventory and inventory we control because owners have elected alternative usage options offered through our vacation ownership programs.

For rental revenues associated with vacation ownership products which we own and which are registered and held for sale, to the extent that the revenues from rental are less than costs, revenues are reported net in accordance with ASC Topic 978, “ Real Estate - Time-Sharing Activities ” (“ASC 978”).

The rental activity associated with discounted vacation packages requiring a tour (“preview stays”) is not included in rental metrics, and because the majority of these preview stays are sourced directly or indirectly from unsold inventory, the associated revenues and expenses are reported net in Marketing and sales expense.

In our Exchange & Third-Party Management segment, we offer vacation rental opportunities to members of the Interval International network and certain other membership programs.

The offering of Getaways allows us to monetize excess availability of resort accommodations within the applicable exchange network.

Resort accommodations available as Getaways typically result from seasonal oversupply or underutilized space, as well as resort accommodations we source specifically for Getaways.

The rental activity associated with discounted vacation packages requiring a tour (“preview stays”) is not included in transient rental metrics, and because the majority of these preview stays are sourced directly or indirectly from unsold inventory, the associated revenues and expenses are reported net in Marketing and sales expense.

In our Exchange & Third-Party Management segment, we offer vacation rental opportunities at managed properties through VRI, TPI, and Aqua-Aston.

We also offer vacation rental offers known as Getaways to members of the Interval International network and certain other membership programs.

The offering of Getaways allows us to monetize excess availability of resort accommodations within the applicable exchange network, as well as provide additional vacation opportunities to members.

Resort accommodations available as Getaways typically result from seasonal oversupply or underutilized space in the applicable exchange program, as well as resort accommodations specifically sourced for the Getaways program.

Rental expenses include:

• Maintenance fees on unsold inventory;

• Costs to provide alternative usage options, including Marriott Bonvoy points, offerings available as part of the Explorer Collection and through the Interval Options program, for owners who elect to exchange their inventory;

• Marketing costs and direct operating and related expenses in connection with the rental business (such as housekeeping, credit card expenses and reservation services);

• Maintenance and other fees on unsold inventory;

• Costs to provide alternative usage options, including Marriott Bonvoy points, World of Hyatt points, and offerings available as part of third-party offerings, for owners who elect to exchange their inventory;

• Marketing costs and direct operating and related expenses in connection with the rental business (such as housekeeping, labor costs, credit card expenses and reservation services);

• Costs to secure resort accommodations for use in Getaways.

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Cost reimbursements include direct and indirect costs that are reimbursed to us by customers under management contracts.

All costs, with the exception of taxes assessed by a governmental authority, reimbursed to us by customers are reported on a gross basis.

All costs reimbursed to us by customers, with the exception of taxes assessed by a governmental authority, are reported on a gross basis.

We recognize cost reimbursements when we incur the related reimbursable costs.

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Interest Expense

Interest expense consists of all interest expense other than consumer financing interest expense.

Interest expense consists of all interest expense other than consumer financing interest expense, which is included within Financing expense.

Transaction and Integration Costs

Transaction and integration costs represent costs related to the ILG and Welk Acquisitions, primarily for financial advisory, legal, and other professional service fees, as well as certain tax related accruals.

Transaction and integration costs also include charges for employee retention, severance and other termination related benefits, fees paid to change management consultants and technology-related costs related to the integration of ILG and Welk.

We measure operating performance using the following key metrics:

• Contract sales from the sale of vacation ownership products;

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

• Total contract sales include contract sales from the sale of vacation ownership products including joint ventures, and

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

• Development margin percentage;

• Development profit margin;

• Volume per guest (“VPG”), which we calculate by dividing consolidated vacation ownership contract sales, excluding fractional sales, telesales, resales, joint venture sales and other sales that are not attributed to a tour at a sales location, by the number of tours at sales locations in a given period (which we refer to as “tour flow”).

We believe that this operating metric is valuable in evaluating the effectiveness of the sales process as it combines the impact of average contract price with the number of touring guests who make a purchase;

• Average revenue per member, which we calculate by dividing membership fee revenue, transaction revenue and other member revenue for the Interval International network by the monthly weighted average number of Interval International network active members during the applicable period;

• Total active members, which is the number of Interval International network active members at the end of the applicable period;

• NM = Not meaningful.

CONSOLIDATED RESULTS

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Interest expense (164) (150) (132)

ILG acquisition-related costs (62) (118) (127)

Other (4) 1 (4)

(LOSS) INCOME BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS (340) 225 103

Benefit (provision) for income taxes 84 (83) (51)

NET (LOSS) INCOME (256) 142 52

Net (income) loss attributable to noncontrolling interests (19) (4) 3

NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (275) $ 138 $ 55

Transaction and integration costs (110) (66) (118)

INCOME (LOSS) BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS 127 (340) 225

(Provision for) benefit from income taxes (74) 84 (83)

NET INCOME (LOSS) 53 (256) 142

Net income attributable to noncontrolling interests (4) (19) (4)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 49 $ (275) $ 138

Operating Statistics

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

(Contract sales $ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Fiscal Years 2021 vs.

2020 2020 vs.

(Contract sales $ in millions) 2021 2020 2019 Change Change

Vacation Ownership

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

1,296 1,518 1,670 (222) (15%) (152) (9%)

Average revenue per member (1)

$ 144.97 $ 168.73 $ 37.37 $ (23.76) (14%) NM

$ 179.48 $ 144.97 $ 168.73 $ 34.51 24% $ (23.76) (14%)

_______________

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

NM Not meaningful

The following table presents our revenues for 2021, 2020, and 2019.

The results for 2018 include Legacy-ILG for the months of September through December 2018, following the ILG Acquisition on September 1, 2018.

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

($ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Vacation Ownership $ 3,539 $ 2,530 $ 3,761 $ 1,009 40% $ (1,231) (33%)

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

EBITDA, a financial measure that is not prescribed by GAAP, is defined as earnings, or net income attributable to common shareholders, before interest expense (excluding consumer financing interest expense associated with term loan securitization transactions), income taxes, depreciation and amortization.

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 described below, 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.

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In addition, other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do or may not calculate them at all, limiting their usefulness as comparative measures.

The table below shows our EBITDA and Adjusted EBITDA calculation and reconciles these measures with Net (loss) income attributable to common shareholders, which is the most directly comparable GAAP financial measure.

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

($ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Net (loss) income attributable to common shareholders $ (275) $ 138 $ 55 $ (413) (299%) $ 83 $ (50) (88%)

The table below shows our EBITDA and Adjusted EBITDA calculation and reconciles these measures with Net income (loss) attributable to common shareholders, which is the most directly comparable GAAP financial measure.

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Net income (loss) attributable to common shareholders $ 49 $ (275) $ 138 $ 324 NM $ (413) NM

Interest expense 164 150 132 14 9% 18 14%

Tax (benefit) provision (84) 83 51 (167) (201%) 32 (39) (87%)

Tax provision (benefit) 74 (84) 83 158 NM (167) NM

Depreciation and amortization 146 123 141 23 19% (18) (13%)

EBITDA (86) 494 222 (580) (117%) 272 (7) (4%)

EBITDA 433 (86) 494 519 NM (580) NM

Share-based compensation 51 37 37 14 39% — (1%)

Certain items 284 227 162 57 25% 65 71 58%

Certain items 173 284 227 (111) NM 57 25%

Adjusted EBITDA $ 657 $ 235 $ 758 $ 422 179% $ (523) (69%)

Adjusted EBITDA margin percentage 13% 24% 21% (11 pts) 4 pts 3 pts

Certain items for 2020 consisted of $100 million of impairment charges, $62 million of ILG acquisition-related costs, $57 million of other charges (including $50 million related to the net sales reserve adjustment, $2 million related to an accrual for the health and welfare costs for furloughed associates, $4 million related to the charge for VAT penalties and interest (see offset included in indemnification below) and $1 million of other miscellaneous charges), $26 million of losses and other expense, $25 million of restructuring costs, $4 million of purchase accounting adjustments, $6 million of litigation charges, and $4 million of transaction costs related to our asset light inventory arrangements.

Adjusted EBITDA margin 24% 13% 24% 11 pts (11 pts)

Certain items for 2021 consisted of $110 million of transaction and integration costs (including $93 million of ILG Acquisition and integration related costs, $16 million of Welk Acquisition related costs, and $1 million of other transaction costs), $51 million of losses and other expense (including $55 million related to the early redemption of our 2026 Notes (as defined below) and a portion of our 2025 Notes (as defined below), and $3 million of miscellaneous other losses and other expenses, partially offset by $7 million related to a true-up to a Marriott International indemnification receivable upon settlement (the true-up to the offsetting accrual is included in the (Provision for) benefit from income taxes line)), $10 million of litigation charges, $10 million of purchase accounting adjustments, and $3 million of impairment charges, partially offset by $8 million to eliminate the impact of certain Consolidated Property Owners’ Associations, $2 million of activity related to the accrual for health and welfare costs for furloughed associates, and $1 million of miscellaneous other adjustments.

Certain items for 2020 consisted of $100 million of impairment charges, $62 million of ILG Acquisition-related costs, $57 million of other charges (including $50 million related to the net sales reserve adjustment, $2 million related to an accrual for the health and welfare costs for furloughed associates, $4 million related to the charge for VAT penalties and interest (see offset included in indemnification below) and $1 million of other miscellaneous charges), $26 million of losses and other expense, $25 million of restructuring costs, $4 million of purchase accounting adjustments, $6 million of litigation charges, and $4 million of transaction costs related to our capital efficient inventory arrangements.

The $26 million of losses and other expense included $32 million related to a true-up to a Marriott International indemnification receivable upon settlement (the true-up to the offsetting accrual is included in the Benefit (provision) for income taxes line), $11 million related to foreign currency translation losses, and a $5 million loss related to the disposition of a formerly consolidated subsidiary, partially offset by $6 million of gains and other income related to the disposition of excess land parcels in Orlando, Florida and Steamboat Springs, Colorado, a $6 million receivable related to indemnification from Marriott International for certain VAT charges, $4 million related to net insurance proceeds from the final settlement of Legacy-MVW business interruption insurance claims arising from a prior year hurricane, $3 million related to other insurance proceeds, and $3 million of miscellaneous gains and other income.

Certain items for 2019 consisted of $119 million of acquisition-related costs (including $118 million of ILG acquisition-related costs and $1 million of other acquisition costs), $99 million of asset impairment charges, $17 million of unfavorable purchase price adjustments, $7 million of litigation charges, and $1 million of other severance costs, partially offset by $16 million of miscellaneous gains and other income.

The $16 million of miscellaneous gains and other income included $19 million of gains and other income related to the disposition of excess land parcels in Cancun, Mexico and Avon, Colorado, $9 million of gains and other income related to net insurance proceeds from the final settlement of Legacy-MVW business interruption insurance claims arising from prior year hurricanes, and $3 million of gains and other income resulting from the recovery of a portion of the fraudulently induced electronic payment disbursements made to third parties, partially offset by $15 million of integration related tax matters and other miscellaneous expenses.

Segment Adjusted EBITDA

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

($ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Vacation Ownership $ 699 $ 229 $ 794 $ 470 204% $ (565) (71%)

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Vacation Ownership

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

($ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Segment Adjusted EBITDA $ 699 $ 229 $ 794 $ 470 204% $ (565) (71%)

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Certain items (19) (73) (95) 54 73% 22 22%

Segment financial results $ 79 $ 623 $ 443 $ (544) (87%) $ 180 $ 20 5%

Certain items in the Vacation Ownership segment for 2020 consisted of $50 million related to the net sales reserve adjustment, $15 million of restructuring costs, $8 million of asset impairment charges, $6 million of litigation charges, $3 million of unfavorable purchase accounting adjustments, and $3 million of transaction costs associated with asset light inventory arrangements, partially offset by $12 million of gains and other income.

Certain items in the Vacation Ownership segment for 2019 consisted of $99 million of asset impairment charges, $17 million of unfavorable purchase accounting adjustments, $6 million of litigation charges, and $1 million of acquisition costs, partially offset by $28 million of gains and other income.

Segment financial results $ 585 $ 71 $ 623 $ 514 NM $ (552) (89%)

Certain items in the Vacation Ownership segment for the 2021 consisted primarily of $10 million of purchase accounting adjustments and $9 million of litigation charges.

Certain items in the Vacation Ownership segment for 2020 consisted of $50 million related to the net sales reserve adjustment, $15 million of restructuring costs, $8 million of asset impairment charges, $6 million of litigation charges, $3 million of unfavorable purchase accounting adjustments, and $3 million of transaction costs associated with capital efficient inventory arrangements, partially offset by $12 million of gains and other income.

Exchange & Third-Party Management

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

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Share-based compensation (2) (2) (3) — 3% 1 33%

Certain items (99) (4) (3) (95) (2215%) (1) (25%)

Segment financial results $ (1) $ 129 $ 57 $ (130) (101%) $ 72 129%

Certain items (1) (99) (4) 98 99% (95) NM

Segment financial results $ 93 $ (14) $ 129 $ 107 NM $ (143) NM

Certain items in the Exchange & Third-Party Management segment for 2020 consisted of $92 million of asset impairment charges, $4 million of restructuring costs, $2 million of miscellaneous losses and other expense, and $1 million of unfavorable purchase accounting adjustments.

Certain items in the Exchange & Third-Party Management segment for 2019 consisted of $3 million of miscellaneous losses and other expense and $1 million of unfavorable purchase accounting adjustments.

BUSINESS SEGMENTS

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Gains and other income, net 1 12 28

ILG acquisition-related costs — — —

Other (3) 1 (4)

SEGMENT FINANCIAL RESULTS BEFORE NONCONTROLLING INTERESTS 79 623 442

Net loss attributable to noncontrolling interests — — 1

Transaction and integration costs (2) (3) —

SEGMENT FINANCIAL RESULTS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 585 $ 71 $ 623

Contract Sales

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

($ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Total consolidated contract sales 1,374 654 1,524 720 110% (870) (57%)

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Sale of Vacation Ownership Products

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

($ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Total contract sales $ 1,411 $ 669 $ 1,569 $ 742 111% $ (900) (57%)

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2021 Compared to 2020

Sale of vacation ownership products decreased $808 million due primarily to $852 million of lower consolidated contract sales volumes, net of resales, and $17 million of higher sales reserve activity, partially offset by a $66 million favorable change in revenue reportability.

The lower contract sales performance as well as the higher sales reserve activity were primarily due to the response to the COVID-19 pandemic.

Contract sales and VPG as of March 13, 2020 were 10 percent and 11 percent higher, respectively, than the same period during the first quarter of 2019.

However, during the second half of March 2020, as the virus continued to spread and we closed all of our sales centers, contract sales volumes declined significantly.

We reopened eight sales centers in the second quarter and continued to reopen sales centers throughout the remainder of the year.

At the end of 2020, over 80 percent of our sales centers were open, with the exception of sales centers in Kauai, Hawaii and in California that reopened but closed again in December 2020 due to government restrictions, as well as a handful of our smaller urban sales centers.

The higher sales reserve recorded in 2020 reflected an estimate of higher estimated default activity related primarily to the impact of the COVID-19 pandemic, offset partially by the impact of lower contract sales in 2020.

We will continue to evaluate our estimate of future default activity and compare it to actual default activity, and may adjust our sales reserve based on changes in actual default activity and other factors, as necessary.

Revenue reportability was significantly higher in 2020 as a result of contract sales late in the fourth quarter of 2019 that we recognized as revenue in 2020.

However, this shift of revenues from sales in late 2019 to early 2020 was not fully offset by the shift of revenues from sales late in the fourth quarter of 2020 into 2021, given the lower sales volumes in December 2020 due to the impact of the COVID-19 pandemic.

Development Margin

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

($ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Sale of vacation ownership products increased $607 million due primarily to $706 million of higher consolidated contract sales volumes, net of resales, $28 million of lower sales reserve activity, $14 million of higher settlement revenue, and $5 million of higher resales activity, partially offset by a $102 million unfavorable change in revenue reportability and $44 million of higher sales incentives issued (higher settlement revenue and higher sales incentives issued were driven by the higher contract sales volumes year-over-year).

The higher contract sales performance reflects the continued ramp-up of the business following the initial impact of the COVID-19 pandemic which commenced late in the prior year first quarter and resulted in the closure of all of our sales centers, as well as the inclusion of the Welk business beginning in the second quarter of 2021.

As a result of reopening our sales centers throughout 2020 and 2021, as well as the Welk Acquisition, our contract sales volumes have improved on a sequential basis each quarter and we expect that sequential improvement to continue in 2022.

The lower sales reserve reflects the prior year increase to the sales reserve to take into account higher expected default activity as a result of the COVID-19 pandemic.

Revenue reportability was significantly negative in 2021.

While we benefited from contract sales in the fourth quarter of 2020 that we recognized as revenue in 2021, given the increasing contract sales volumes throughout 2021 due to the reopening of our sales centers and continued ramp-up of our business, we saw a higher shift of contract sales in the fourth quarter of 2021 into 2022 for revenue recognition.

In contrast, revenue reportability was significantly positive in 2020 due to contract sales from late in the fourth quarter of 2019 that were recognized as revenue in 2020.

However, 2020 was not impacted by a corresponding shift of revenues into 2021, given the low contract sales volumes in 2020 resulting from the impact of the COVID-19 pandemic.

Development Profit

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Sale of vacation ownership products $ 1,153 $ 546 $ 1,354 $ 607 111% $ (808) (60%)

1 unchanged sentence

Marketing and sales (617) (386) (695) (231) (60%) 309 45%

Development margin $ 10 $ 310 $ 217 $ (300) (97%) $ 93 $ 24 13%

Development margin percentage 1.8% 22.9% 21.9% (21.1 pts) 1.0 pts

Development profit $ 286 $ 10 $ 310 $ 276 NM $ (300) NM

Development profit margin 24.8% 1.8% 22.9% 23.0 pts (21.1 pts)

2021 Compared to 2020

Development margin decreased $300 million or 97 percent.

The decrease in development margin reflected $174 million of lower vacation ownership contract sales volume, net of the sales reserve and direct variable expenses (i.e., cost of vacation ownership products and marketing and sales), $107 million related to less efficient marketing and sales spend, and $80 million related to the net impact of the higher sales reserve.

These declines were partially offset by $45 million of favorable revenue reportability compared to 2019 and $16 million of lower product cost activity mainly from a favorable mix of lower cost inventory being sold.

Resort Management and Other Services Revenues, Expenses and Margin

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

($ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Development profit increased $276 million year-over-year.

The change reflected $268 million from the benefit of higher contract sales volumes and lower marketing and sales spending as a percentage of revenue, $74 million related to lower sales reserve activity, and $5 million of favorable product cost, due mainly to the sale of lower cost inventory and, to a lesser extent, favorable product cost true-up activity, partially offset by $71 million of unfavorable revenue reportability year-over-year.

Resort Management and Other Services Revenues, Expenses and Profit

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Management fee revenues $ 158 $ 149 $ 144 $ 9 6% $ 5 4%

3 unchanged sentences

Resort management and other services expenses (200) (136) (229) (64) (47%) 93 41%

Resort management and other services margin $ 220 $ 259 $ 169 $ (39) (15%) 90 $ 11 7%

Resort management and other services margin percentage 61.8% 53.0% 47.1% 8.8 pts 5.9 pts

Resort management and other services profit $ 270 $ 220 $ 259 $ 50 23% $ (39) (15%)

Resort management and other services profit margin 57.5% 61.8% 53.0% (4.3 pts) 8.8 pts

2021 Compared to 2020

Resort management and other services revenues reflected lower ancillary revenues, including revenues from food and beverage and golf offerings, as a result of significant resort and ancillary outlet closings due to the COVID-19 pandemic, partially offset by 4 percent higher management fees resulting from the cumulative increase in the number of vacation ownership products sold and higher operating costs across the system.

The decrease in resort management and other services margin reflected the decrease in resort management and other services revenues, partially offset by lower ancillary expenses as a result of the lower ancillary revenues mentioned above.

Resort management and other services revenues reflected higher ancillary revenues, including revenues from food and beverage and golf offerings, as a result of the continued ramp-up of the business following the initial impact of the COVID-19 pandemic starting late in the prior year first quarter, as well as higher management fees and nearly $25 million of revenues contributed by the Welk business.

Resort occupancies continued to increase throughout 2021 as resorts that were closed at the start of the COVID-19 pandemic reopened.

The increase in resort management and other services profit reflected the increase in resort management and other services revenues, partially offset by higher ancillary expenses as a result of the higher ancillary revenues mentioned above and the impact from the write-off of $7 million of outstanding management fee receivables deemed uncollectible related to a capital efficient inventory arrangement.

While revenues from certain ancillary businesses continue to be adversely affected by government imposed capacity limits, we have continued to remain agile by adjusting product and service offerings and operating hours such that Resort management and other services profit remains strong.

We expect that once we revert to our high-touch service model in the latter half of 2022, commensurate with the quality expected of our iconic brands, we will have a slightly lower margin associated with our ancillary businesses.

Rental Revenues, Expenses and Margin

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

($ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Rental revenues $ 446 $ 239 $ 512 $ 207 86% $ (273) (53%)

Rental expenses (394) (363) (390) (31) (9%) 27 7%

Rental margin $ (124) $ 122 $ 75 $ (246) (201%) $ 47 $ 18 35%

Rental margin percentage NM 23.7% 21.5% NM 2.2 pts

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

(transient keys in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Rental profit $ 52 $ (124) $ 122 $ 176 NM $ (246) NM

Rental profit margin 11.7% NM 23.7% NM NM

Fiscal Years 2021 vs.

2020 2020 vs.

(transient keys in millions) 2021 2020 2019 Change Change

Transient keys rented (1)

1 unchanged sentence

Average transient key rate $ 245.79 $ 219.82 $ 228.38 $ 25.97 12% $ (8.56) (4%)

Resort occupancy 57.2% 88.1% 88.5% (30.9 pts) (0.4 pts) 0.9 pts

Resort occupancy 81.6% 57.2% 88.1% 24.4 pts (30.9 pts)

_________________________

1 unchanged sentence

2021 Compared to 2020

The decline in rental margin resulted from a decline in keys rented and transient rate due to the COVID-19 pandemic.

Rental margin as of the end of February 2020 was nearly $4 million higher than the comparable period of 2019.

In response to quickly evolving travel restrictions and restrictions on business operations, beginning March 25, 2020, we closed our resorts for rental guests with stays at our branded North America vacation ownership resorts.

In late May, as many government restrictions were beginning to be relaxed, we began reopening resorts to rental guests.

Since the end of the second quarter and through the end of the year, we reopened more resorts to rental guests and expect rental revenues to continue to increase from current levels.

At the end of 2020, over 95% of our resorts were open for rental stays.

The improvement in rental profit resulted from an increase in transient keys rented and a higher average transient rate due to the continued ramp-up of the business following the initial impact of the COVID-19 pandemic starting late in the prior year first quarter as well as from higher plus point revenue as COVID-19-related restrictions continued to ease.

These increases were partially offset by higher inventory carrying costs (due to low sales volumes as a result of the COVID-19 pandemic, the acquisition of new inventory in 2021, and higher utilization of third-party vacation offerings for owners who elect to exchange their inventory).

As the majority of the governmental restrictions in response to the pandemic that caused rental activity to decline, such as travel restrictions and quarantine requirements, have been lifted, we expect rental occupancies and revenues to continue to increase in 2022.

Financing Revenues, Expenses and Margin

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

($ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Financing revenues $ 268 $ 265 $ 271 $ 3 1% $ (6) (2%)

1 unchanged sentence

Consumer financing interest expense (50) (58) (55) 8 14% (3) (5%)

Financing margin $ 159 $ 182 $ 118 (23) (13%) 64 $ 24 25%

Financing margin percentage 59.8% 67.3% 64.6% (7.5 pts) 2.7 pts 1.5 pts

Financing profit $ 180 $ 159 $ 182 $ 21 13% $ (23) (13%)

Financing profit margin 67.1% 59.8% 67.3% 7.3 pts (7.5 pts)

Financing propensity 53% 51% 63% 2 pts (12 pts)

2021 Compared to 2020

Financing revenues decreased due to higher plus point finance incentive costs related to financing incentive programs we offered prior to the COVID-19 pandemic, as well as a decrease in the average gross vacation ownership notes receivable balance.

The higher financing expenses included $14 million related to the higher reserve on the acquired vacation ownership notes receivable balance due primarily to higher estimated defaults as a result of the COVID-19 pandemic and $5 million related to higher technology related costs year over year, partially offset by lower salaries and wages associated with the furlough and reduced work week programs in the current year.

Higher consumer financing interest expense resulted from higher overall securitized debt balances, partially offset by lower average borrowing rates .

The Welk business increased our revenues by nearly $31 million in 2021.

Excluding the impact of the Welk business, financing revenues decreased due to a $245 million decrease in the average net vacation ownership notes receivable balance.

This balance decreased as a result of the continued pay-down of the existing vacation ownership notes receivable portfolio without a corresponding increase from new loan originations.

As contract sales volumes and new loan originations continue to grow in 2022, we expect that this growth should begin to more than offset the normal decline as a result of loan payment activity, which would cause interest income to increase.

Financing expenses decreased due to $14 million of higher credit losses associated with acquired vacation ownership notes receivable in the prior year, offset partially by $2 million of costs associated with the Welk business as well as $2 million of higher credit card fees.

Lower consumer financing interest expense resulted from the continued pay-down of securitized debt balances, offset partially by $2 million of costs from the Welk business.

Depreciation and Amortization

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

($ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Depreciation and amortization $ 89 $ 79 $ 68 $ 10 13% $ 11 15%

2021 Compared to 2020

2021 included $8 million of depreciation and amortization expenses associated with assets acquired in the Welk Acquisition.

Litigation Charges

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

($ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Litigation charges $ 9 $ 6 $ 6 $ 3 69% $ — (7%)

2 unchanged sentences

In 2020, we incurred $6 million of litigation charges, including approximately $4 million related to projects in Europe and approximately $1 million related to projects in California.

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

($ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Restructuring

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Restructuring $ — $ 15 $ — $ (15) NM $ 15 NM

2021 Compared to 2020

No restructuring costs were recorded in 2021.

During 2020, we incurred $15 million in restructuring costs primarily related to a workforce reduction plan that we adopted as a result of the COVID-19 pandemic.

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Royalty fee $ 106 $ 95 $ 106 $ 11 11% $ (11) (10%)

2021 Compared to 2020

Royalty fee expense declined in 2020 as a result of lower contract closings due to the lower contract sales compared to the prior year.

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

($ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Royalty fee expense increased in 2021 as a result of higher contract closings compared to the prior year.

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Impairment $ — $ 8 $ 99 $ (8) (98%) $ (91) (91%)

We recorded a non-cash impairment of $6 million related to our Asia Pacific inventory as a result of the COVID-19 pandemic and $2 million of impairment charges for property and equipment.

We recorded a non-cash impairment of $26 million as a result of entering into a contract to sell land and land improvements associated with a future phase of an existing resort located in Orlando, Florida for which the book value of the assets to be sold exceeded the sales price.

This contract was subsequently terminated.

We also recorded a non-cash impairment charge of $72 million due to a change in our development strategy associated with our comprehensive review of the strategic fit of the land holdings and operating hotels in our Vacation Ownership segment as a result of the ILG Acquisition.

Additionally, we recorded a non-cash impairment of $1 million related to an ancillary asset located at a Vacation Ownership segment property in Europe.

2021 Compared to 2020

No asset impairment charges were recorded in 2021.

During 2020, we recorded $8 million of non-cash impairment charges, including $6 million related to our Asia Pacific inventory as a result of the COVID-19 pandemic and $2 million of impairment charges for property and equipment.

Cost Reimbursements

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

($ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Cost reimbursements $ 1,202 $ 1,124 $ 1,136 $ 78 7% $ (12) (1%)

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

($ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Other $ (3) $ 1 $ (4) $ (4) (441%) $ 5 $ 4 NM

2020 Compared to 2019

In 2020, we incurred $3 million of transaction costs associated with our asset light inventory arrangements.

Gains and Other Income, Net

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

($ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Gains and Other Income

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Gains and other income, net $ 1 $ 12 $ 28 $ (11) (96%) $ (16) (56%)

We recorded $12 million of gains and other income, including $6 million of net gains related to the disposition of excess land parcels in Orlando, Florida and Steamboat Springs, Colorado, $4 million of net insurance proceeds related to the settlement of Legacy-MVW business interruption insurance claims arising from a prior year hurricane, $1 million related to foreign currency translation and $1 million related to a miscellaneous insurance refund.

We recorded $28 million of gains and other income, including $19 million of net gains related to the disposition of excess land in Cancun, Mexico, and Avon, Colorado, and $9 million gains and other income related to net insurance proceeds from the settlement of Legacy-MVW business interruption insurance claims arising from the 2017 hurricanes.

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Other $ 2 $ — $ 1 $ 2 NM $ (1) NM

2021 Compared to 2020

In 2021, we incurred $2 million of transaction costs associated with our capital efficient inventory arrangements.

EXCHANGE & THIRD-PARTY MANAGEMENT

1 unchanged sentence

We provide these services through a variety of brands including Interval International, Trading Places International, Vacation Resorts International, and Aqua-Aston.

These brands were acquired as part of our acquisition of ILG on September 1, 2018 and, consequently, are only included in our results for the periods subsequent to that date.

($ in millions) 2021 2020 2019

8 unchanged sentences

Financing — 1 2

Amortization of intangibles 19 22 6

Depreciation — 25 10

Depreciation and amortization 48 32 47

Restructuring 1 4 —

2 unchanged sentences

TOTAL EXPENSES 227 321 322

(Losses) gains and other (expense) income, net (2) (3) 1

SEGMENT FINANCIAL RESULTS BEFORE NONCONTROLLING INTERESTS (1) 129 58

Net income attributable to noncontrolling interests — — (1)

Losses and other expense, net — (2) (3)

SEGMENT FINANCIAL RESULTS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 93 $ (14) $ 129

Management and Exchange Margin

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

Management and Exchange Profit

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

1 unchanged sentence

Management and exchange expense (131) (122) (101) (9) (7%) (21) (21%)

Management and exchange margin $ 122 $ 197 $ 78 $ (75) (38%) 119 152%

Management and exchange margin percentage 57.4% 65.9% 71.3% (8.5 pts) (5.4 pts)

Management and exchange profit $ 102 $ 89 $ 197 $ 13 17% $ (108) (55%)

Management and exchange profit margin 43.8% 41.6% 65.9% 2.2 pts (24.3 pts)

2021 Compared to 2020

The decline in management and exchange revenue and margin reflected lower exchange revenues and lower average exchange transaction fees at Interval International, primarily due to the closure of a large number of affiliated resorts and the fact that additional resorts stopped taking reservations in response to the COVID-19 pandemic.

In addition, Aqua-Aston was negatively impacted by travel restrictions that significantly affected substantially all of their properties in Hawaii.

Lower management and exchange expense reflected lower costs associated with the furlough and reduced work week programs and lower print and postage costs.

While exchange revenues were down in 2020, exchange transactions increased 8 percent in the second half of the year as compared to the prior year, with the fourth quarter increasing 17 percent, reflecting customers’ more recent desire to travel and pent up demand.

As of December 31, 2020, over 90 percent of Interval International’s affiliated resorts had reopened.

The increase in management and exchange revenue and profit reflected higher management fees and exchange revenue due to the continued ramp-up of the business following the initial impact of the COVID-19 pandemic which commenced late in the prior year first quarter.

These increases were partially offset by lower membership revenue as a result of lower renewal activity, driven by a 15% decline in active members in 2021.

The decline in active members was primarily due to the non-renewal of one of Interval International’s corporate customers which the Company announced in February 2021.

Average exchange fee increased nearly 4% over 2020.

On January 1, 2022, we added affiliations with Disney Vacation Club, Welk Resorts, and El Cid to our Interval International exchange network, which resulted in over 300,000 new members.

Rental Revenues, Expenses and Margin

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

1 unchanged sentence

Rental expenses — (11) (28) 11 100% 17 62%

Rental margin $ 26 $ 33 $ 9 $ (7) (22%) $ 24 300%

Rental margin percentage 71.3% 54.6% 47.7% 16.7 pts 6.9 pts

Rental profit $ 40 $ 26 $ 33 $ 14 54% $ (7) (22%)

Rental profit margin 100.0% 71.3% 54.6% 28.7 pts 16.7 pts

2021 Compared to 2020

The decline in rental revenue reflected lower Getaways program transactions and lower average Getaways program transaction fees as a result of resort closures in response to the COVID-19 pandemic.

The decline in rental margin reflected the declines in rental revenue, partially offset by a reduction in space procurement costs resulting from fewer bookings into purchased inventory, and adjustments for cancellations and resorts closing for rental stays in response to the COVID-19 pandemic.

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

The increase in rental profit reflected a 39% increase in Getaway program transactions and a 9% increase in average fee, reflecting customers’ desire to travel and pent up-demand due to COVID-19-related restrictions.

Late in the first quarter of 2021, we introduced Getaway rentals of less than seven nights, providing members more opportunities to use their membership in ways that better fit their lifestyles.

Depreciation and Amortization

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Depreciation and amortization $ 48 $ 32 $ 47 $ 16 50% $ (15) 51%

2021 Compared to 2020

The increase in depreciation and amortization expense in 2021 relates to a true-up made to accelerate depreciation on a technology asset.

Restructuring

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Restructuring $ 1 $ 4 $ — $ (3) NM $ 4 —%

2021 Compared to 2020

During 2020, we incurred $4 million in restructuring costs primarily related to a workforce reduction plan that we adopted as a result of the COVID-19 pandemic.

During 2021, we incurred $1 million of additional restructuring costs related to this plan.

Given the continued ramp-up in the business, we do not currently expect any further workforce reductions.

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Impairment $ — $ 92 $ — $ (92) NM $ 92 —%

2021 Compared to 2020

No asset impairment charges were recorded in 2021.

In 2020, we recorded a non-cash impairment charge of $92 million primarily related to a decrease in the fair value of goodwill and certain trademarks resulting from the impact of the COVID-19 pandemic.

See Footnote 12 “Goodwill” and Footnote 13 “Intangible Assets” to our Financial Statements for additional information.

Losses / Gains and Other Expense / Income

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

Losses and Other Expense

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

(Losses) gains and other (expense) income, net $ (2) $ (3) $ 1 $ 1 11% $ (4) 518%

We recorded $2 million of net losses and other expense, including a $5 million loss related to the disposition of a previously consolidated subsidiary, partially offset by $3 million of gains and other income from other insurance proceeds.

We recorded $3 million of miscellaneous net losses and other expense.

Losses and other expense, net $ — $ (2) $ (3) $ 2 93% $ 1 11%

2021 Compared to 2020

No losses and other expense were recorded for 2021 .

We recorded $2 million of net losses and other expense in 2020, including a $5 million loss related to the disposition of a previously consolidated subsidiary, partially offset by $3 million of gains and other income from other insurance proceeds.

CORPORATE AND OTHER

Corporate and Other consists of results that are not allocable to our segments, including company-wide general and administrative costs, corporate interest expense, ILG acquisition-related costs, and provision for income taxes.

In addition, Corporate and Other includes the Consolidated Property Owners’ Associations revenues and expenses.

Corporate and Other consists of results that are not allocable to our segments, including company-wide general and administrative costs, corporate interest expense, transaction and integration costs, and income taxes.

In addition, Corporate and Other includes the revenues and expenses from the Consolidated Property Owners’ Associations.

($ in millions) 2021 2020 2019

8 unchanged sentences

Restructuring (1) 6 —

Impairment 3 — —

Cost reimbursements (121) (141) (119)

2 unchanged sentences

Interest expense (164) (150) (132)

ILG acquisition-related costs (62) (118) (127)

Transaction and integration costs (108) (63) (118)

FINANCIAL RESULTS BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS (551) (397) (527)

Benefit (provision) for income taxes 84 (83) (51)

Net (income) loss attributable to noncontrolling interests (19) (4) 3

(Provision for) benefit from income taxes (74) 84 (83)

Net income attributable to noncontrolling interests (4) (19) (4)

FINANCIAL RESULTS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (629) $ (332) $ (614)

Consolidated Property Owners’ Associations

The following table illustrates the impact of the Consolidated Property Owners’ Associations of the acquired Legacy-ILG vacation ownership properties under the relevant accounting guidance, which represents the portion related to individual or third-party VOI owners.

The following table illustrates the impact of certain Consolidated Property Owners’ Associations under the relevant accounting guidance, which represents the portion related to third-party VOI owners.

($ in millions) 2021 2020 2019

9 unchanged sentences

Provision for income taxes (1) — —

Net (income) loss attributable to noncontrolling interests (19) (4) 3

Net income attributable to noncontrolling interests (4) (19) (4)

FINANCIAL RESULTS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 3 $ 5 $ 3

Pursuant to a change in control of certain Consolidated Property Owners’ Associations, we recorded a non-cash loss of $1 million in (Losses) gains and other (expense) income, net on our Income Statement for 2021, resulting from the deconsolidation of 13 owners’ associations.

We continue to act as manager for these owners’ associations pursuant to existing management contracts and retain membership interests via our ownership of vacation ownership interests.

General and Administrative

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

($ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

General and administrative $ 227 $ 154 $ 248 $ 73 48% $ (94) (38%)

2021 Compared to 2020

General and administrative expenses decreased $94 million due to $26 million of savings related to synergy efforts and lower costs associated with the furlough and reduced work week programs, $17 million related to lower personnel related costs, a $14 million credit related to the incentive under the CARES Act for companies to continue paying associates’ benefit costs while they were not working, and $37 million of lower overall spending across the business on technology, travel, training and other costs as a result of the COVID-19 pandemic.

The lower personnel related and other expenses included suspension of annual merit increases and bonuses in response to the COVID-19 pandemic, offset by inflationary cost increases.

General and administrative expenses increased $73 million due to $27 million of higher salary and wages costs as the prior year benefited from savings related to the furlough, reduced work week and workforce reduction programs implemented in response to the impact of the COVID-19 pandemic, $41 million related to higher bonus expense, and $11 million decrease in credits related to incentives under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) for companies who continued paying associates' benefit costs while they were not working as a result of the COVID-19 pandemic.

These increases were partially offset by $4 million of lower costs as the prior year period included an accrual for health and welfare costs for furloughed associates and $2 million of lower net overall spending across the business, including technology, travel, rent, training, and other expenses.

Depreciation and Amortization

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

($ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Depreciation and amortization $ 9 $ 12 $ 26 $ (3) (29%) $ (14) (53%)

Losses and Other Expense, net

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

($ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Losses and other expense, net $ (36) $ (9) $ (8) $ (27) (255%) $ (1) $ (11) (163%)

translation, partially offset by $6 million of other income related to an indemnification from Marriott International for VAT penalties and interest and $2 million of miscellaneous net gains and other income.

We recorded $9 million of net losses and other expense, including $10 million of ILG integration-related tax matters and $2 million of losses and other expense resulting from foreign currency translation, partially offset by $3 million of gains and other income resulting from the recovery of a portion of the fraudulently induced electronic payment disbursements made in 2018.

Restructuring

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Restructuring $ (1) $ 6 $ — $ (7) NM $ 6 NM

2021 Compared to 2020

During 2020, we incurred $6 million of restructuring costs related to a work-force reduction plan that we adopted as a result of the COVID-19 pandemic.

During 2021, we trued up this restructuring accrual based upon changes to the initial plan.

Given the continued ramp-up in the business, we do not currently expect any further workforce reductions.

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Impairment $ 3 $ — $ — $ 3 NM $ — NM

2021 Compared to 2020

During 2021, we recorded a net $3 million non-cash impairment charge related to an equity method investment.

No impairment charges were recorded for 2020 .

Losses and Other Expense

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Losses and other expense, net $ (52) $ (36) $ (9) $ (16) (43%) $ (27) NM

We recorded $52 million of net losses and other expense, including $55 million related to the early redemption of our 2026 Notes (as defined below) and a portion of our 2025 Notes (as defined below), offset partially by $7 million related to a true-up of a Marriott International indemnification receivable upon settlement (the true-up to the offsetting accrual is included in the (Provision for) benefit from income taxes line).

We recorded $36 million of net losses and other expense, including $32 million for the true-up to an indemnification receivable from Marriott International as a result of a settlement of an indemnified liability with a taxing authority (the true-up to the offsetting accrual is included in the (Provision for) benefit from income taxes line), and $12 million related to foreign currency translation, partially offset by $6 million of other income related to an indemnification from Marriott International for VAT penalties and interest and $2 million of miscellaneous net gains and other income.

Interest Expense

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

($ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Interest expense $ (164) $ (150) $ (132) $ (14) (9%) $ (18) (14%)

2021 Compared to 2020

Interest expense increased $18 million due primarily to $20 million of higher interest expense associated with the new debt issued in May 2020, partially offset by $2 million of lower interest expense associated with various other debt.

ILG Acquisition-Related Costs

ILG acquisition-related costs include transaction costs, employee termination costs and integration costs.

Transaction costs represent costs related to the planning and execution of the ILG Acquisition, primarily for financial advisory, legal, and other professional service fees, as well as certain tax related accruals.

Employee termination costs represent charges for employee severance, retention, and other termination related benefits.

Acquisition and integration costs primarily represent integration employee salaries and share-based compensation, fees paid to change management consultants, and technology-related costs.

Fiscal Years Change 2020 vs.

2019 Change 2019 vs.

($ in millions) 2020 2019 2018 Change Change Change Excluding Legacy-ILG Impact

ILG acquisition-related costs $ (62) $ (118) $ (127) $ 56 48% $ 9 $ (1) (1%)

($ in millions) 2020 2019 2018 Change 2020 vs.

2019 Change 2019 vs.

Benefit (provision) for income taxes $ 84 $ (83) $ (51) $ 167 201% $ (32) (61%)

Interest expense increased $14 million, including $24 million of higher interest expense associated with the convertible notes issued in the first quarter of 2021, $12 million of higher interest expense associated with the senior notes issued in the second quarter of 2021, and $8 million of higher expense associated with the senior notes issued in the second quarter of 2020.

These increases were partially offset by a $21 million decline associated with the payoff of senior notes in the third quarter of 2021, $5 million associated with less drawn on the Warehouse Credit Facility and Revolving Corporate Credit Facility, and a $4 million decline associated with the Term Loan due to a partial pay-down in 2021.

Transaction and Integration Costs

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

Transaction and integration costs $ (108) $ (63) $ (118) $ (45) (72%) $ 55 47%

2021 Compared to 2020

The change in the Benefit (provision) for income taxes is predominately attributable to a pre-tax loss for fiscal year 2020 compared to pre-tax income for fiscal year 2019 and benefits of the CARES Act.

We incurred $108 million of Transaction and integration costs for 2021, including $93 million of ILG Acquisition and integration related costs and $16 million of Welk Acquisition related costs.

All of the $63 million of Transaction and integration costs incurred during 2020 related to the ILG acquisition.

Fiscal Years 2021 vs.

2020 2020 vs.

($ in millions) 2021 2020 2019 Change Change

(Provision for) benefit from income taxes $ (74) $ 84 $ (83) $ (158) (188%) $ 167 201%

2021 Compared to 2020

The change in the (Provision for) benefit from income taxes is predominately attributable to an increase in pre-tax income and an increase in the reserve for unrecognized tax benefits for fiscal year 2021.

Liquidity and Capital Resources

Our capital needs are supported by cash on hand ($524 million at the end of 2020), cash generated from operations, our ability to raise capital through securitizations in the ABS market and, to the extent necessary, funds available under the Warehouse Credit Facility and the Revolving Corporate Credit Facility.

Typically, our capital needs are supported by cash on hand ($342 million at the end of 2021), cash generated from operations, our ability to raise capital through securitizations in the ABS market, our ability to issue new, and refinance existing, debt, and, to the extent necessary, funds available under the Warehouse Credit Facility and the Revolving Corporate Credit Facility.

We believe these sources of capital will be adequate to meet our short-term and long-term liquidity requirements, finance our long-term growth plans, satisfy debt service requirements, fulfill other cash requirements and return capital to shareholders.

At the end of 2020, we had $4.3 billion of total gross debt outstanding, which included $1.6 billion of non-recourse securitized debt, $1.1 billion of gross senior unsecured notes, $0.9 billion of gross secured indebtedness under the Corporate Credit Facility, $0.5 billion of gross senior secured notes, and $0.2 billion of 2022 Convertible Notes.

Subsequent to the end of 2020, we entered into a definitive agreement to acquire Welk Resorts, one of the largest independent timeshare companies in North America, for approximately $430 million, including approximately 1.4 million shares of our common stock, which will be valued at $134 per share.

The remaining purchase price will be paid in cash.

The acquisition is expected to close early in the second quarter of 2021.

Additionally, subsequent to the end of 2020, we issued $575 million of 0.00% Convertible Senior Notes due 2026 (the “2026 Convertible Notes”) with an initial conversion price of $171.01 per share.

To reduce the potential dilution to earnings per share upon conversion of the 2026 Convertible Notes, we also entered into privately negotiated convertible note hedges at a strike price that initially corresponds to the initial conversion price of the 2026 Convertible Notes and warrant transactions at an initial strike price of $213.76 per share, which represents a premium of 75% over the last reported sale price of our common stock on January 27, 2021.

We expect to use the net proceeds to finance and consummate the acquisition of Welk Resorts, repay certain outstanding Welk Resorts debt, repay a portion of our term loan and pay transaction expenses and other fees in connection therewith, and to the extent of any remaining proceeds, for other general corporate purposes.

During 2021, we received proceeds from debt of $1,111 million, and redeemed or repaid $1,339 million of debt, which is discussed further in the “Cash from Financing Activities” section below, and also in Footnote 16 “Debt” to our Financial Statements.

At December 31, 2021, we had $4.7 billion of total gross debt outstanding, which included $1.9 billion of non-recourse debt associated with vacation ownership notes receivable securitizations, $1.1 billion of senior notes, $0.8 billion of convertible notes, $0.8 billion of debt under our Corporate Credit Facility, and $83 million related to finance lease obligations.

On April 1, 2021, we completed the Welk Acquisition for consideration of $405 million, including the issuance of approximately 1.4 million shares of our common stock.

See Footnote 3 “Acquisitions and Dispositions” to our Financial Statements for additional information regarding the Welk Acquisition.

At the end of 2021, we had $710 million of completed real estate inventory on hand.

In addition, we had $162 million of completed vacation ownership units that have been classified as a component of Property and equipment until the time at which they are legally registered for sale as vacation ownership products.

In addition, we had $460 million of completed vacation ownership units that have been classified as a component of Property and equipment until the time at which they are legally registered and available for sale as vacation ownership products.

Our vacation ownership product offerings allow us to utilize our real estate inventory efficiently.

The majority of our sales are of points-based products, which permits us to sell vacation ownership products at most of our sales locations, including those where little or no weeks-based inventory remains available for sale.

The majority of our sales are of points-based products, which permits us to sell vacation ownership products at most of our sales locations, including those where little or no site specific inventory remains available for sale.

Because we no longer need specific resort-based inventory at each sales location, we need to have only a few resorts under development at any given time and can leverage successful sales locations at completed resorts.

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This segment is expected to be less capital intensive than our Vacation Ownership segment and is expected to be funded with cash generated from segment operations.

Our material cash requirements from known contractual or other obligations were $6 billion as of December 31, 2021, of which we expect $850 million to be payable within the next twelve months.

These obligations primarily relate to our debt.

Please see “Material Cash Requirements” below for additional information.

The following table summarizes the changes in cash, cash equivalents and restricted cash:

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We minimize our working capital needs through cash management, strict credit-granting policies and disciplined collection efforts.

Our working capital needs fluctuate throughout the year given the timing of annual maintenance fees on unsold inventory we pay to property owners’ associations and certain annual compensation-related outflows.

Our working capital needs fluctuate throughout the year given the timing of annual maintenance fees on unsold inventory we pay to owners’ associations and certain annual compensation-related outflows.

In addition, our cash from operations varies due to the timing of our owners’ repayment of vacation ownership notes receivable, the closing or recording of sales contracts for vacation ownership products, financing propensity and cash outlays for inventory acquisition and development.

In 2021, we generated $343 million of cash flows from operating activities compared to $299 million in 2020.

Excluding the impact of changes in net income and adjustments for non-cash items, the change in cash flows from operations reflected lower sales and rentals deposits due to the COVID-19 pandemic and higher net inventory activity, partially offset by higher collections of outstanding vacation ownership notes receivable and lower operational expense spending.

In 2019, we generated $382 million of cash flows from operating activities compared to $97 million in 2018.

Excluding the impact of changes in net income and adjustments for non-cash items, the change in cash flows from operations reflected higher originations of vacation ownership notes receivable driven by higher contract sales and slightly higher financing propensity, higher inventory spending, lower ILG acquisition-related costs, and timing of certain annual compensation-related outflows partially offset by higher collections due to an increasing portfolio of outstanding vacation ownership notes receivable.

The impact of changes in operating cash flows in 2019 also included $118 million of ILG acquisition-related costs, partially offset by business interruption insurance proceeds of $6 million for Legacy-MVW losses and $38 million for Legacy-ILG losses.

In addition to net (loss) income and adjustments for non-cash items, the following operating activities are key drivers of our cash flow from operating activities:

Excluding the impact of changes in net income and adjustments for non-cash items, the change in cash flows from operations increased as a result of higher operational expense accruals, higher sales and rentals deposits due to the continued ramp-up of the business, and higher collections of vacation ownership notes receivable, partially offset by higher inventory spending and severance and benefit payments.

In addition to net income (loss) and adjustments for non-cash items, the following operating activities are key drivers of our cash flow from operating activities:

Inventory Spending (In Excess of) Less Than Cost of Sales

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We measure our real estate inventory capital efficiency by comparing the cash outflow for real estate inventory spending (a cash item) to the amount of real estate inventory costs charged to expense on our Income Statements related to sale of vacation ownership products (a non-cash item).

Given the significant level of completed real estate inventory on hand, as well as the capital efficiency resulting from our points programs and capital efficient transactions, our spending for real estate inventory remained below the amount of real estate inventory costs in 2019 and 2018.

In 2020, however, while our spending for real estate inventory remained low, given the slowdown in sales pace as a result of the COVID-19 pandemic, inventory spending was above inventory costs for the year.

Our inventory spending in 2020 included a payment to acquire 34 completed vacation ownership units located at our Marriott Vacation Club Pulse, San Francisco property for $26 million, of which $5 million was a prepayment for future tranches of completed vacation ownership units.

Purchase of vacation ownership units for future transfer to inventory also included the balance of the price allocated to acquire 57 completed vacation ownership units at our Marriott Vacation Club Pulse, New York property.

Our inventory spending in 2019 included a payment to satisfy our commitment to purchase 78 vacation ownership units located in San Francisco, California for $48 million.

Purchase of vacation ownership units for future transfer to inventory for 2019 included a $20 million advance payment to satisfy a portion of our commitment to purchase 57 vacation ownership units located at our Marriott Vacation Club Pulse, New York property.

See Footnote 4 “Acquisitions and Dispositions” to our Financial Statements for additional information regarding the transactions discussed above.

Given the significant level of completed real estate inventory on hand, as well as the capital efficiency resulting from our points programs and capital efficient transactions, our spending for real estate inventory was below the amount of real estate inventory costs in 2019.

In 2020 and 2021, however, while our spending for real estate inventory remained lower than pre-pandemic levels, given the slowdown in sales pace as a result of the COVID-19 pandemic, inventory spending exceeded inventory costs for both years due to commitments under capital efficient inventory acquisition arrangements that were entered into prior to the onset of the COVID-19 pandemic.

See Footnote 3 “Acquisitions and Dispositions” to our Financial Statements for additional information regarding the acquisitions of inventory .

Through our existing vacation ownership interest repurchase program, we proactively buy back previously sold vacation ownership interests at lower costs than would be required to develop new inventory.

By repurchasing inventory, we expect to be able to stabilize the future cost of vacation ownership products.

However, given the impact of the COVID-19 pandemic, we have temporarily discontinued the majority of this repurchase activity.

Vacation Ownership Notes Receivable Collections In Excess of (Less Than) Originations

Vacation Ownership Notes Receivable Collections (Less Than) In Excess of Originations

($ in millions) 2021 2020 2019

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Vacation ownership notes receivable originations (750) (377) (817)

Vacation ownership notes receivable collections in excess of (less than) originations $ 243 $ (324) $ (244)

Vacation ownership notes receivable collections (less than) in excess of originations $ (64) $ 243 $ (324)

Vacation ownership notes receivable collections include principal from non-securitized and securitized vacation ownership notes receivable.

Vacation ownership notes receivable collections increased in 2021 compared to 2020 due to payment deferral programs offered in 2020 to assist owners experiencing financial hardship as a result of the the COVID-19 pandemic.

Vacation ownership notes receivable originations increased due to higher sales and a moderate increase in financing propensity to 53% in 2021 from 51% in 2020 .

Vacation ownership notes receivable collections increased in 2020 compared to 2019 due to a higher portfolio of outstanding vacation ownership notes receivable at the beginning of 2020.

Vacation ownership notes receivable originations in 2020 decreased due to lower sales due to the COVID-19 pandemic and a lower financing propensity.

Financing propensity declined to 51 percent in 2020 from 63 percent in 2019 as a result of the various sales programs that we offered to incentivize cash purchases over financed purchases during the year, in response to the COVID-19 pandemic.

Financing propensity declined to 51% in 2020 from 63% in 2019 as a result of the various sales programs that we offered to incentivize cash purchases over financed purchases during 2020, in response to the COVID-19 pandemic.

Cash from Investing Activities

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Acquisition of a business, net of cash and restricted cash acquired $ (157) $ — $ —

Disposition of subsidiary shares to noncontrolling interest holder — — 40

Proceeds from collection of notes receivable — — 38

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Dispositions, net 3 15 51

Other, net 2 — —

Net cash, cash equivalents, and restricted cash (used in) provided by investing activities $ (213) $ (32) $ 37

Acquisition of a Business, Net of Cash and Restricted Cash Acquired

Net cash outflows of $157 million in 2021 were due to the Welk Acquisition.

See Footnote 3 “Acquisitions and Dispositions” to our Financial Statements for additional information.

Proceeds from Collection of Notes Receivable

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Additionally, it includes spending related to maintenance of buildings and equipment used in common areas at some of our resorts.

In 2020, capital expenditures for property and equipment of $41 million included $40 million to support business operations (including $27 million for ancillary and other operations assets and $13 million for sales locations) and $1 million for technology spending.

Given the impact of the COVID-19 pandemic, we significantly reduced our planned spending for property and equipment beginning with the second quarter of 2020.

In 2019, capital expenditures for property and equipment of $46 million included $32 million to support business operations (including $19 million for ancillary and other operations assets and $13 million for sales locations) and $14 million for technology spending.

Purchase of Company Owned Life Insurance

To support our ability to meet a portion of our obligations under the Marriott Vacations Worldwide Corporation Deferred Compensation Plan (the “Deferred Compensation Plan”), we acquired company owned insurance policies on the lives of certain participants in the Deferred Compensation Plan, the proceeds of which are intended to be aligned with the investment alternatives elected by plan participants as discussed in Footnote 2 “Summary of Significant Accounting Policies” to our Financial Statements.

During 2020, 2019, and 2018 we paid $6 million, $6 million, and $14 million, respectively, to acquire these policies.

Dispositions, net

Dispositions of $15 million during 2020 related to the disposition of excess land parcels in Orlando, Florida and Steamboat Springs, Colorado as part of our strategic decision to reduce holdings in markets where we have excess supply.

Dispositions of $3 million during 2021 included dispositions of excess land parcels in the Bahamas and St.

Thomas, USVI.

Dispositions of $15 million during 2020 related to the disposition of excess land parcels in Orlando, Florida and

Steamboat Springs, Colorado as part of our strategic decision to reduce holdings in markets where we have excess supply.

Dispositions of $51 million during 2019 related to our dispositions of excess land parcels in Cancun, Mexico and Avon, Colorado as part of our strategic decision to reduce holdings in markets where we have excess supply.

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Finance lease payment (5) (11) (12)

Debt issuance costs (14) (20) (34)

Purchase of convertible note hedges (100) — —

Proceeds from issuance of warrants 70 — —

Payment of debt issuance costs (22) (14) (20)

Repurchase of common stock (78) (82) (465)

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Other, net — — 1

Net cash, cash equivalents, and restricted cash provided by (used in) by financing activities $ 23 $ (331) $ 1,433

Net cash, cash equivalents, and restricted cash (used in) provided by financing activities $ (317) $ 23 $ (331)

Borrowings from / Repayment of Debt Related to Securitization Transactions

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The results of operations for the securitization entities are consolidated within our results of operations as these entities are variable interest entities for which we are the primary beneficiary.

During the third quarter of 2020, we completed the securitization of a pool of $383 million of vacation ownership notes receivable.

In connection with the securitization, investors purchased in a private placement $375 million in vacation ownership loan backed notes from MVW 2020-1 LLC (the “2020-1 LLC”).

Four classes of vacation ownership loan backed notes were issued by the 2020-1 LLC:

$238 million of Class A Notes, $72 million of Class B Notes, $44 million of Class C Notes, and $21 million of Class D Notes.

The Class A Notes have an interest rate of 1.74 percent, the Class B Notes have an interest rate of 2.73 percent, the Class C Notes have an interest rate of 4.21 percent, and the Class D Notes have an interest rate of 7.14 percent, for an overall weighted average interest rate of 2.53 percent.

Of the $375 million in proceeds from the transaction, $300 million was used to repay all outstanding amounts previously drawn under the Warehouse Credit Facility, as defined below, $7 million was used to pay transaction expenses and fund required reserves, and the remainder will be used for general corporate purposes.

During 2020, we securitized vacation ownership notes receivable under our Warehouse Credit Facility.

The total carrying amount of the vacation ownership notes receivable securitized was $372 million.

The average advance rate was 85 percent, which resulted in total gross proceeds of $315 million.

During the second quarter of 2021, we completed the securitization of a pool of $434 million of vacation ownership notes receivable.

In connection with the securitization, investors purchased in a private placement $425 million in vacation ownership loan backed notes from MVW 2021-1W LLC (the “2021-1W LLC”).

Of the $425 million in proceeds from the transaction, $8 million was used to pay transaction expenses and fund required reserves, and the remainder is being used for general corporate purposes.

In connection with the 2021-1W securitization, we redeemed certain remaining vacation ownership notes receivable securitizations from 2014 and 2015, as well as certain vacation ownership notes receivable securitizations acquired as part of the Welk Acquisition.

During the fourth quarter of 2021, we completed the securitization of a pool of $434 million of vacation ownership notes receivable.

Approximately $376 million of the vacation ownership notes receivable were purchased by the MVW 2021-2 LLC (the “2021-2 LLC”) during the fourth quarter of 2021, and as of December 31, 2021, the 2021-2 LLC held $57 million of the proceeds, which was released as the remaining vacation ownership notes receivable were purchased subsequent to December 31, 2021.

In connection with the securitization during the fourth quarter of 2021, investors purchased in a private placement $425 million in vacation ownership loan backed notes from the 2021-2 LLC.

Of the $425 million in proceeds from the transaction, approximately $107 million was used to repay all outstanding amounts previously drawn under our Warehouse Credit Facility, approximately $8 million was used to pay transaction expenses and fund required reserves, and the remainder is being used for general corporate purposes.

During the fourth quarter of 2021, we securitized vacation ownership notes receivable under our Warehouse Credit Facility.

The carrying amount of the vacation ownership notes receivable securitized was $126 million.

The average advance rate was 85%, which resulted in total gross proceeds of $107 million.

Total net proceeds were $106 million due to the funding of reserve accounts of $1 million.

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Borrowings from / Repayment of Corporate Credit Facility

During 2020, we borrowed an additional $666 million under our Revolving Corporate Credit Facility, which is part of our Corporate Credit Facility, to facilitate the funding of our short-term working capital needs and to increase our cash position and preserve financial flexibility in light of the impact on global markets resulting from the COVID-19 pandemic.

During 2021, we repaid $100 million of the amount outstanding under the Term Loan, which is part of our Corporate Credit Facility.

Additionally, during 2021, we borrowed $50 million and repaid $50 million under our Revolving Corporate Credit Facility, which is also part of our Corporate Credit Facility, and had no amounts outstanding under the Revolving Corporate Credit Facility as of December 31, 2021.

During 2020, we borrowed $666 million under our Revolving Corporate Credit Facility, which is part of our Corporate Credit Facility, to facilitate the funding of our short-term working capital needs and to increase our cash position and preserve financial flexibility in light of the impact on global markets resulting from the COVID-19 pandemic.

During 2020, we repaid $696 million under the Revolving Corporate Credit Facility and no amounts were outstanding as of December 31, 2020.

Additionally, during 2020, we repaid $9 million of the amount outstanding under the Term Loan, which is also part of our Corporate Credit Facility.

Additionally, during 2020, we repaid $9 million of the amount outstanding under the Term Loan.

During 2019, we borrowed $585 million under our Revolving Corporate Credit Facility to facilitate the funding of our short-term working capital needs, of which $554 million was repaid during 2019.

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See Footnote 16 “Debt” to our Financial Statements for additional information regarding our Corporate Credit Facility.

Proceeds from Senior Secured Debt

During the second quarter of 2020, we issued $500 million of senior secured notes, the 2025 Notes, as discussed further in Footnote 17 “Debt” to our Financial Statements.

Proceeds from / Repayments of Senior Notes

The following activity related to our senior notes occurred during 2021, as further discussed in Footnote 16 “Debt” to our Financial Statements.

• We issued $500 million in aggregate principal amount of 4.500% Senior Unsecured Notes due 2029 (the “2029 Notes”) and used the proceeds to redeem a portion of the 2026 Notes and pay transaction expenses and fees in connection with the transaction.

• We redeemed, prior to maturity, all of the $750 million aggregate principal amount of 6.500% Senior Unsecured Notes due 2026 issued in the third quarter of 2018 (the “2026 Notes”) pursuant to the terms of the indenture governing the 2026 Notes.

In connection with the redemption of the 2026 Notes, we incurred charges of $36 million, including a redemption premium and the write-off of unamortized debt issuance costs, which was recorded in (Losses) gains and other (expense) income, net line on our Income Statement for the year ended December 31, 2021.

• We redeemed, prior to maturity, $250 million of the $500 million aggregate principal amount of 6.125% Senior Secured Notes due 2025 issued in the second quarter of 2020 (the “2025 Notes”) pursuant to the terms of the indenture governing the 2025 Notes.

In connection with this redemption, we incurred charges of $19 million, including a redemption premium and the write-off of unamortized debt issuance costs, which was recorded in (Losses) gains and other (expense) income, net line on our Income Statement for the year ended December 31, 2021.

During the second quarter of 2020, we issued $500 million in aggregate principal amount of the 2025 Notes.

After deducting offering expenses and the underwriting discount, we received net proceeds of approximately $493 million from the offering of the 2025 Notes, which we used to repay all amounts outstanding at that time on our Revolving Corporate Credit Facility.

Proceeds from Senior Unsecured Debt

During 2019, we issued $350 million of senior unsecured notes, the 2028 Notes, as discussed further in Footnote 17 “Debt” to our Financial Statements.

The net proceeds from the 2028 Notes were used (i) to redeem all of the outstanding IAC Notes, (ii) to redeem all of the outstanding Exchange Notes, (iii) to repay a portion of the outstanding borrowings under our Revolving Corporate Credit Facility, (iv) to pay transaction expenses and fees in connection with each of the foregoing and (v) for general corporate purposes.

During 2019, we issued $350 million in aggregate principal amount of 4.750% Senior Unsecured Notes due 2028 (“the 2028 Notes”).

The net proceeds from the 2028 Notes were used (i) to redeem all of the outstanding 5.625% Senior Unsecured Notes due 2023 assumed in connection with the ILG Acquisition (the “IAC Notes”), (ii) to redeem all of the outstanding 5.625% Senior Unsecured Notes due 2023 offered in exchange for the IAC Notes during the third quarter of 2018 (the “Exchange Notes”), (iii) to repay a portion of the then outstanding borrowings under our Revolving Corporate Credit Facility, (iv) to pay transaction expenses and fees in connection with each of the foregoing and (v) for general corporate purposes.

Repayments of Non-interest Bearing Note Payable

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Debt Issuance Costs

In 2020, we incurred $14 million of debt issuance costs, which included $7 million associated with the issuance of senior secured notes (the 2025 Notes), $5 million associated with the 2020-1 vacation ownership notes receivable securitization, $1 million associated with the Waiver, and $1 million associated with an amendment of the Warehouse Credit Facility

In 2019, we incurred $20 million of debt issuance costs, which included $12 million associated with the 2019 vacation ownership notes receivable securitizations, $5 million associated with the issuance of senior unsecured notes (the 2028 Notes), $2 million associated with an amendment and extension of the Warehouse Credit Facility, and $1 million related to an amendment of the Revolving Corporate Credit Facility.

In 2021, we incurred $22 million of debt issuance costs, which included $11 million associated with vacation ownership notes receivable securitizations, $7 million associated with the issuance of senior notes, $2 million associated with an amendment of the Warehouse Credit Facility, $1 million associated with the issuance of convertible senior notes, and $1

million associated with the amendment of a waiver (“the Waiver”) to the agreement that governs our Corporate Credit Facility, which, among other things, suspended the requirement to comply with the leverage covenant in the Revolving Corporate Credit Facility, commencing with the fiscal quarter ending June 30, 2020.

In 2020, we incurred $14 million of debt issuance costs, which included $7 million associated with the issuance of senior notes, $5 million associated with a vacation ownership notes receivable securitization, $1 million associated with an amendment and extension of the Warehouse Credit Facility, and $1 million related to the Waiver.

In 2019, we incurred $20 million of debt issuance costs, which included $12 million associated with vacation ownership notes receivable securitizations, $5 million associated with the issuance of senior notes, $2 million associated with an amendment and extension of the Warehouse Credit Facility, and $1 million related to the Waiver.

Repurchase of Common Stock

The following table summarizes share repurchase activity under our share repurchase program, which expired on December 31, 2020:

($ in millions, except per share amounts) Number of Shares

Repurchased Cost of Shares

Repurchased Average Price

Paid per Share

The following table summarizes share repurchase activity under our current share repurchase program:

($ in millions, except per share amounts) Number of Shares Repurchased Cost of Shares Repurchased Average Price Paid per Share

As of December 31, 2020 17,188,885 $ 1,340 $ 77.95

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As of December 31, 2021 17,681,395 $ 1,418 $ 80.17

See Footnote 18 “Shareholders' Equity” to our Financial Statements for further information related to our share repurchase program.

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

Future share repurchases will be subject to the restrictions imposed under the Waiver as well as Board approval of a new repurchase program, which will depend on our financial condition, results of operations and capital requirements, in addition to applicable law, regulatory constraints, industry practice and other business considerations that our Board of Directors considers relevant.

See Footnote 17 “Shareholders' Equity” to our Financial Statements for further information related to our share repurchase program, including the additional share repurchase authorization approved by our Board of Directors subsequent to the end of 2021.

Payment of Dividends to Common Shareholders

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Declaration Date Shareholder Record Date Distribution Date Dividend per Share

December 9, 2019 December 23, 2019 January 6, 2020 $0.54

February 14, 2020 February 27, 2020 March 12, 2020 $0.54

Given the impact of the COVID-19 pandemic, we temporarily suspended cash dividends.

In addition, our Corporate Credit Facility and the indentures governing our senior notes contain restrictions on our ability to pay dividends.

Future dividend payments will also be subject to both the restrictions imposed under the Waiver and Board approval, which will depend on our financial condition, results of operations and capital requirements, as well as applicable law, regulatory and contractual constraints, industry practice and other business considerations that our Board of Directors considers relevant.

The payment of certain cash dividends may also result in an adjustment to the conversion rate of the 2022 Convertible Notes in a manner adverse to us.

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

September 10, 2021 September 23, 2021 October 7, 2021 $0.54

On December 9, 2021, our Board of Directors declared a quarterly dividend of $0.54 per share that was paid subsequent to the end of 2021, on January 6, 2022, to shareholders of record as of December 23, 2021.

On February 18, 2022 subsequent to the end of 2021, our Board of Directors declared a quarterly dividend of $0.62 per share to be paid on March 17, 2022 to shareholders of record as of March 3, 2022.

We currently expect to pay quarterly dividends in the future, but any future dividend payments will be subject to Board approval, which will depend on our financial condition, results of operations and capital requirements, as well as applicable law, regulatory constraints, industry practice and other business considerations that our Board of Directors considers relevant.

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

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

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

Material Cash Requirements

The following table summarizes our future material cash requirements from known contractual or other obligations as of December 31, 2021:

Payments Due by Period

($ in millions) Total Less Than

1 Year 1 - 3 Years 3 - 5 Years More Than

$ 3,082 $ 311 $ 139 $ 1,704 $ 928

Securitized debt (1) (2)

2,094 233 461 444 956

Purchase obligations (3)

379 250 92 37 —

Operating lease obligations 127 25 43 34 25

Finance lease obligations (4)

283 7 9 8 259

Other long-term obligations (5)

$ 5,999 $ 850 $ 750 $ 2,230 $ 2,169

_________________________

(1) Includes principal as well as interest payments and excludes unamortized debt discount and issuance costs.

(2) Payments based on estimated timing of cash flow associated with securitized notes receivable.

(3) Arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure, and approximate timing of the transaction.

Amounts reflected herein represent expected funding under such contracts.

Amounts reflected on the consolidated balance sheet as accounts payable and accrued liabilities are excluded from the table above.

(4) Includes interest.

(5) Primarily relates to future guaranteed purchases of rental inventory, operational support services, marketing related benefits, membership fulfillment benefits and other commitments.

In the normal course of our resort management business, we enter into purchase commitments on behalf of owners’ associations to manage the daily operating needs of our resorts.

Since we are reimbursed for these commitments from the cash flows of the resorts, these obligations have minimal impact on our net income and cash flow.

Leases That Have Not Yet Commenced

During the first quarter of 2020, we entered into a finance lease arrangement, that was amended in 2021, for a new corporate office building in Orlando, Florida.

The new Orlando corporate office building is currently expected to be completed in 2023, at which time the lease term will commence and a right-of-use asset and corresponding liability will be recorded on our balance sheet.

The initial lease term is approximately 16 years with total lease payments of $137 million for the aforementioned period.

See Footnote 14 “Leases” to our Financial Statements for additional information on this lease, including additional arrangements made as a result of the COVID-19 pandemic.

Supplemental Guarantor Information

The 2026 Notes and 2028 Notes are guaranteed by MVWC, Marriott Ownership Resorts, Inc.

The 2028 Notes are guaranteed by MVWC, Marriott Ownership Resorts, Inc.

(“MORI”), and certain other subsidiaries whose voting securities are wholly owned directly or indirectly by MORI (such subsidiaries collectively, the “Senior Notes Guarantors”).

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The guarantees of the Senior Notes Guarantors are subject to release in limited circumstances only upon the occurrence of certain customary conditions.

The following tables present consolidating financial information as of December 31, 2020, and for the twelve months ended December 31, 2020, for MVWC and MORI on a stand-alone basis (collectively, the “Issuers”), the Senior Notes Guarantors, the combined non-guarantor subsidiaries of MVW, and MVW on a consolidated basis.

The following tables present consolidating financial information as of December 31, 2021, and for the fiscal year ended December 31, 2021, for MVWC and MORI on a stand-alone basis (collectively, the “Issuers”), the Senior Notes Guarantors, the combined non-guarantor subsidiaries of MVW, and MVW on a consolidated basis.

Condensed Consolidating Balance Sheet

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Expenses (37) (925) (2,172) (728) 99 (3,763)

Benefit (provision) for income taxes 5 80 53 (54) — 84

Equity in net (loss) income of subsidiaries (263) (34) — — 297 —

Net (loss) income (275) (227) (149) 98 297 (256)

Benefit from (provision for) income taxes 12 70 (99) (57) — (74)

Equity in net income (loss) of subsidiaries 74 251 — — (325) —

Net income (loss) 49 69 164 96 (325) 53

Net income attributable to noncontrolling interests — — — (4) — (4)

Net (loss) income attributable to common shareholders $ (275) $ (227) $ (149) $ 79 $ 297 $ (275)

Contractual Obligations and Off-Balance Sheet Arrangements

The following table summarizes our contractual obligations, including material off-balance sheet arrangements as of December 31, 2020:

Payments Due by Period

($ in millions) Total Less Than

1 Year 1 - 3 Years 3 - 5 Years More Than

Contractual Obligations

$ 5,247 $ 357 $ 925 $ 1,989 $ 1,976

Purchase obligations (2)

429 307 111 11 —

Operating lease obligations 237 27 42 34 134

Finance lease obligations (3)

Other long-term obligations (4)

Total contractual obligations $ 5,952 $ 711 $ 1,090 $ 2,038 $ 2,113

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(1) Includes principal as well as interest payments and excludes unamortized debt discount and issuance costs.

(2) Arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure, and approximate timing of the transaction.

Amounts reflected herein represent expected funding under such contracts.

Amounts reflected on the consolidated balance sheet as accounts payable and accrued liabilities are excluded from the table above.

(3) Includes interest.

(4) Primarily relates to future guaranteed purchases of rental inventory, operational support services, marketing related benefits, membership fulfillment benefits and other commitments.

In the normal course of our resort management business, we enter into purchase commitments on behalf of property owners’ associations to manage the daily operating needs of our resorts.

Since we are reimbursed for these commitments from the cash flows of the resorts, these obligations have minimal impact on our net income and cash flow.

Leases That Have Not Yet Commenced

During the first quarter of 2020, we entered into a finance lease arrangement for a new corporate office building in Orlando, Florida.

The new Orlando corporate office building is currently expected to be completed in 2024, at which time the lease term will commence and a right-of-use asset and corresponding liability will be recorded on our balance sheet.

The initial lease term is approximately 16 years with total lease payments of $129 million for the aforementioned period.

See Footnote 15 “Leases” to our Financial Statements for additional information on this lease, including additional arrangements made as a result of the COVID-19 pandemic.

Net income (loss) attributable to common shareholders $ 49 $ 69 $ 164 $ 92 $ (325) $ 49

Recent Accounting Pronouncements

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Additionally, changes in our assumptions, estimates or assessments as a result of unforeseen events or otherwise could have a material impact on our consolidated financial position or results of operations.

See Footnote 2 “Summary of Significant Accounting Policies” to our Financial Statements for further information on accounting policies that we believe to be critical, including our policies on:

Revenue recognition , including how we recognize revenue under Accounting Standards Codification (“ASC”) Topic 606, “ Revenue from Contracts with Customers ” (“ASC 606”);

Purchase price allocations of business combinations , which is also discussed in Footnote 2 “Summary of Significant Accounting Policies” and Footnote 4 “Acquisitions and Dispositions” to our Financial Statements;

See Footnote 2 “Summary of Significant Accounting Policies” to our Financial Statements for further information related to our critical accounting policies and estimates, which are as follows:

• Revenue recognition , including how we recognize revenue under Accounting Standards Codification (“ASC”) Topic 606, “ Revenue from Contracts with Customers ” (“ASC 606”) for the sale of vacation ownership products, including our estimates of variable consideration.

Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on the customer class and the results of our static pool analyses, which rely on historical payment data by customer class.

Revenues were reduced during 2021 by $9 million due to changes in our estimates of variable consideration for performance obligations that were satisfied in prior periods.

See Footnote 6 “Vacation Ownership Notes Receivable” to our Financial Statements for further information on our assessments of our vacation ownership notes receivable reserve, including factors attributable to the COVID-19 pandemic.

• Purchase price allocations of business combinations , which is also discussed in Footnote 3 “Acquisitions and Dispositions” to our Financial Statements.

Assets acquired and liabilities assumed as part of a business acquisition are generally recorded at their fair value at the date of acquisition.

The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill.

Determining fair value of identifiable assets, particularly intangibles, requires management to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of future revenues and expenses associated with an asset.

On April 1, 2021, we acquired Welk (see Footnote 3 “Acquisitions and Dispositions” to our Financial Statements for further information).

• Inventories and cost of vacation ownership products, which requires estimation of future revenues, including incremental revenues from future price increases or from the sale of reacquired inventory resulting from defaulted vacation ownership notes receivable, and development costs to apply a relative sales value method specific to the vacation ownership industry and how we evaluate the fair value of our vacation ownership inventory.

Valuation of right-of-use assets and lease liabilities , including determination of lease term which may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option, as further described in Footnote 2 “Summary of Significant Accounting Policies” to our Financial Statements;

Valuation of property and equipment , including when we record impairment losses;

Valuation of goodwill and intangible assets , including when we record impairment losses;

Accounting for acquired vacation ownership notes receivable , which is also discussed in Footnote 7 “Vacation Ownership Notes Receivable” to our Financial Statements;

For each vacation ownership product, we expense real estate inventory costs in the same proportion as we recognize the revenue.

Consistent with the applicable accounting guidance, to the extent there is a change in the estimated sales revenues or inventory costs for the project in a period, a non-cash adjustment is recorded on our income statements to true-up costs in that period to those that would have been recorded historically if the revised estimates had been used.

These true-ups, which we refer to as product cost true-up activity, can have a positive or negative impact on our income statements.

During 2021, we recorded a change in estimate of $5 million as an increase to development profit.

• Valuation of goodwill and intangible assets, including how we evaluate the fair value of intangible assets and reporting units, and when we record an impairment loss on intangible assets or goodwill.

During the 2021 fourth quarter, we conducted our annual goodwill impairment test and no impairment charges were recorded.

The estimated fair values of all our reporting units significantly exceeded their carrying values at the date of their most recent estimated fair value determination.

During 2021, we evaluated our intangibles for impairment and did not record any impairment charges.

• Accounting for acquired vacation ownership notes receivable , where estimates of future cash flows are based largely on the customer class and the results of our static pool analysis.

In addition, the valuation of acquired vacation ownership notes receivable includes a material estimate of the fair value of the underlying collateral which would be retained in the event of customer default.

See further discussion included in Footnote 6 “Vacation Ownership Notes Receivable” to our Financial Statements.

• Loss contingencies , including information on how we account for loss contingencies.

Accruals for contingent liabilities are recorded when it is probable that a liability has been incurred, or an asset impaired, and the amount

of the loss can be reasonably estimated.

Liabilities accrued for legal matters require judgments regarding projected outcomes and range of loss based on historical litigation and settlement experience, recommendations of legal counsel and, if applicable, other experts.

We utilize in-house legal experts to develop estimates of our legal obligations.

These estimates are supplemented, as needed, by third-party specialists to analyze our most complex contingent liabilities.

• Income taxes , including information on how we determine our current year amounts payable or refundable, as well as our estimate of deferred tax assets and liabilities.

We record our global tax provision based on the respective tax rules and regulations for the jurisdictions in which we operate.

Where we believe that a tax position is supportable for income tax purposes, the item is included in our income tax returns.

The accounting guidance related to uncertain tax positions requires an evaluation process for all tax positions taken that involves a review of probability for sustaining a tax position.

Where treatment of a position is uncertain, liabilities are recorded based upon our evaluation of the “more likely than not” outcome considering technical merits of the position based on specific tax regulations and facts of each matter.

Changes to recorded liabilities are only made when an identifiable event occurs that changes the likely outcome, such as settlement with the relevant tax authority, the expiration of statutes of limitation for the subject tax year, change in tax laws, or recent court cases that are relevant to the matter.

Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

Significant judgment is required in evaluating the need for and magnitude of appropriate valuation allowances against deferred tax assets.

The realization of these assets is dependent on generating future taxable income, as well as successful implementation of various tax planning strategies.

We provide for income taxes on a quarterly basis based on an estimated annual tax rate.

In determining this rate, we make estimates about taxable income for each of our largest locations worldwide, as well as the tax rate that will be in effect for each location.

To the extent these estimates change during the year, or actual results differ from these estimates, our estimated annual tax rate may change between quarterly periods and may differ from the actual effective tax rate for the year.

While we believe that these judgments and estimates are appropriate and reasonable under the circumstances, actual resolution of these matters may differ from recorded estimated amounts.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis