Ladies and gentlemen, thank you for standing by. Welcome to the Marriott Vacations Worldwide Fourth Quarter and Fiscal Year 2012 Earnings Conference Call on the 21st of February 2013. [Operator Instructions] I will now hand the conference over to Jeff Hansen. Please go ahead, sir.

Thank you, Jeff, and welcome to the Marriott Vacations Worldwide Fourth Quarter 2012 Earnings Conference Call. I'm joined today by Steve Weisz, President and CEO; and John Geller, Executive Vice President and CFO. I do need to remind everyone that many of our comments today are not historical facts and are considered forward-looking statements under federal securities laws. These statements are subject to numerous risks and uncertainties, as described in our SEC filings, which could cause future results to differ materially from those expressed in or implied by our comments. Forward-looking statements in the press release that we issued this morning, along with our comments on this call, are effective only today, February 21, 2013, and will not be updated as actual events unfold. Throughout the call, we will make references to non-GAAP financial information. You can find a reconciliation of non-GAAP financial measures referred to in our remarks and the schedules attached to our press release, as well as the Investor Relations page on our website at www.mvwc.com. I will now turn it over to Steve Weisz, President and CEO of Marriott Vacations Worldwide.

Thanks, Jeff. Good morning, everyone, and thank you for joining our fourth quarter 2012 earnings call. This morning, I'll discuss the fourth quarter results and the continued successes we saw as we ended 2012 and will also share our expectations and guidance for the upcoming year. I'll then turn the call over to John as he reviews our results in more detail, and then we'll open up the call for your questions. I'm very pleased to report that our fourth quarter performance continued much like the previous 3 quarters. Fourth quarter 2012 adjusted EBITDA was $48 million, up $18 million over the fourth quarter of last year; and 2012 full year adjusted EBITDA was $138 million, $42 million higher than 2011 and at the high end of our guidance range. Contract sales in the fourth quarter were $195 million, up 2% over last year. As expected, this was driven by our core North America segment, which increased contract sales over 10% to $164 million for the quarter. Full year total contract sales were up 2% over 2011, within our guidance range of 2% to 4%. Finally, fourth quarter adjusted development margin increased to 17.9% from 6.6% in 2011, while full year 2012 adjusted development margin more than doubled from 7.4% to 16.1%. Our full year adjusted development margin increase of 8.7 percentage points over 2011 consisted of 5 points of product cost and almost 4 points of marketing and sales margin improvement. The marketing and sales improvements were driven by a full 2 percentage point increase in our closing efficiency in 2011. This resulted in volume per guest, or VPG, in our North American segment increasing 18% over last year, illustrating the attractiveness of our Points product in the marketplace and our ability to sell more effectively through more efficient…

Thank you, Steve, and good morning. Our fourth quarter was a continuation of the trends and the execution of the strategies that we have been communicating throughout 2012. North America, our primary segment and core business, led the way with double-digit improvements in contract sales, VPG and development margin, all providing a strong finish to a successful first full year as a stand-alone public company. Total company contract sales in the fourth quarter were $195 million, a $3 million improvement over the fourth quarter of 2011. This increase was led by the North America segment, which improved by 10% to $164 million, and was offset by lower sales in our other segments, primarily in Asia Pacific, where we closed underperforming off-site sales centers in order to drive development margin expansion. VPG continued to reflect double-digit growth in North America, improving 22% over the fourth quarter of 2011 to just over $2,900. And full year VPG was even higher at $2,963, reflecting an 18% increase over 2011. Fourth quarter reported development margin continued this strong trend as well, more than doubling from 9.2% to 19.8% over 2011. As expected, revenue reportability, which negatively impacted the previous 3 quarters, accounted for just over 4 points of margin improvement in the quarter. However, on a full year basis, the combined impact of revenue reportability on development margin netted to less than 0.5 percentage point of margin. We have provided supplemental information on schedules A-12 through A-15 in the earnings release that illustrate the impact of revenue reportability and other charges on the development margins for the total company as well as for North America. In the fourth quarter, adjusted development margin improved 11.3 percentage points, once again driven by both reduced marketing and sales cost and lower cost of vacation ownership products. Marketing…

[Operator Instructions] The first question comes from Robert Higginbotham from SunTrust Robinson Humphrey.

I'd like to dig into guidance on a couple of fronts. The first is your free cash flow guidance, which has been getting a lot of focus from investors this morning. And I'd love to understand better why didn't -- the way you guide to the numbers, that you're going to go from something like $130 million in 2012 to roughly $40 million this year, and when you look at the way you break it out, which is a little confusing, frankly, it looks as if you're baking in 0 working capital benefit. So maybe you could explain that.

Sure, Robert. Yes, in terms of the 2012, there were a couple of things that helped in 2012. I mentioned that our inventory spend was about $70 million less than the noncash inventory coming up our books. So we were investing less, bringing our inventory balance down. And so we got a big benefit there. The -- and when we look at 2013, while there is some benefit, it's a little bit less than -- or significantly less now because we were able in 2012 to actually defer more of that inventory spend than we originally anticipated. So we pulled a little bit of that forward from 2013. When you look at the 2013 guidance, and what we've given is kind of a $45 million to -- or call it $40 million to $45 million, and that is really excluding the impact of those [indiscernible] settlements that have not occurred at the end of the year, as well as the organizational and separation costs, which were onetime in nature. So those should be in that $40 million to $45 million range. So after that, it's $35 million to $50 million. The big negative year-over-year is really the Marriott Rewards liability. And if you remember, at the date of the spin, we had assumed a Marriott Rewards liability that would get paid down over the next 4 years, and then post-spin, we now pay for our new Marriott Rewards points that we issue as we go. So we're getting that double hit of cash flow. Well, that's going to cost us here in 2013 call it $40 million to $50 million if that liability continues to pay down. And then the other issue with the spin was -- and I shouldn't say issue, but the reality was, there were tax bases that Marriott capped. And as a result, our cash taxes here in the near term have been higher than what our provision has been. And there are still probably a little bit of that next year, maybe $10 million to $15 million. So if you have the $35 million to $50 million and then you add the call it $40 million to $50 million related to the Marriott Rewards that will go away over the next couple of years, as well as the higher taxes, which, once again, will start to go away, too, you're probably at a more normalized amount of about $100 million. But we do have those timing issues right now in some of the cash flow because of the spin.

Well, so a couple of follow-ups on that. The -- excuse me if I missed it, but did you talk to a 2013 development inventory spend number?

We did not. We have not provided any guidance on that. We -- what -- when we think about it this year, we do expect it to be positive from a cash flow, meaning we're going to spend less than what we expect the product costs coming off our books. But the benefit is at least right now, we don't expect it to be as much as what we saw last year. And like I said, part of that was last year, we were able to defer more given some of the buyback things we were doing and really pulled some of that benefit forward from 2013.

Fair enough. I guess I'm just still -- and we can talk further offline, of course, but I'm still a little confused as to why the Marriott Rewards loyalty program should have -- being this year -- or sorry, in 2012 as well, I'm not sure why that would be incremental this year, cash flow dynamics.

Yes, so -- sure, I can answer that. So this year, the actual paydown of the liability on a full year basis was around $70 million. And you'll see that in the cash flow. The way that works, at least for the first year, is we issue a significant amount of Marriott Rewards points in the fourth quarter of each year related to people that exchange their weeks for Marriott Rewards points. That's an annual election. We -- as part of our agreement with Marriott, we didn't have to pay that amount in 2012. It's actually not due until May of 2013. That's about $40-some million. So it's kind of a onetime pickup in terms of the working capital, which offset the actual cash paydown of the $70 million I talked about. So that benefit kind of muted the impact, at least in the first year of the Marriott Rewards.

So so sorry if I didn't fully follow that. But if you benefited $70 million in 2012, and what the -- or, sorry, is it $70 million, negative in 2012 as you paid it down, what do you expect that to be this year for comparison?

It should be $40 million to $50 million. And then that working capital or the payable, that'll continue here. So there's no net-net improvement or detriment, if you will, related to the working capital piece of the timing of the actual fourth quarter payment.

Okay, I'll need to follow up offline, frankly. There are still a lot of moving pieces and there's some concern out there on that topic. But let me ask you another question on guidance. When you look at your 2013 margin guidance, your 16.5% to 17.5%, you just did 17.9%, adjusted, in 4Q. Why would your 2013 margins not be at least that good?

Sure. It really is the product cost side of things. So if you look at our product costs in the fourth quarter because of the product cost true-up we took, our product costs were probably around 30%. If you look at it on a full year basis, our product costs were more around that 33%. And so you're getting 2 to 3 points of kind of pickup in the fourth quarter. And what we've said is that if you look at 2012 on an annualized basis, we expect to -- at least for 2013 to be somewhere in that call it 33% product cost for 2013. So you had a little bit of an extra benefit in the fourth quarter. The good news is when you look at the full year -- and while the benefit -- there is some, for lack of a better term, onetime benefits of that product cost that relates to prior period sales. Because of the programs that we're running around some of our repurchase and other things that we've done. And really, the ability to push our pricing and continue to drive revenues is allowing us to go forward, at least achieve what we saw in 2012 on a full year basis. Obviously, we'll continue to strive to do better than that.

Okay. One last question and I'll hand it over. Did you talk quantitatively to what your change in closing rates were this quarter? You had in the past.

We said that closing rates improved by 2 points.

By 2 points? Okay. So similar trend.

Yes.

And so when you look at -- what absolute level are you currently running? And how does that compare to the industry as you see it? And where do you think that can go over time?

Yes, we don't disclose the absolute number. Suffice it to say that we -- in the heyday of timeshare call it kind of pre-2008, we were in the mid-teens range, and we're approaching that now.

You're approaching to -- already to peak levels? Is that...

We're approaching it. I'm not sure we're there yet.

Fair enough.

But we're getting closer.

The next question comes from Eli Hackel from Goldman Sachs.

I guess one comment and then -- or a comment/question and then a question. Just to Rob's first question, I think it would be extremely helpful if you guys, in addition to your cash flow -- free cash flow guidance is helpful just to break out and provide a table of some of those changes year-over-year, whether it be deferred tax or working capital inventory because it is, frankly, very confusing and it is an important part of the story. So if there's any way to provide us a table with '12, '13. And then I know you talked to normalized cash flow, it sounded like, of a $100 million. Or just maybe what would be more onetime or how those things will be going forward, just to make it a little bit easier because it is very confusing for us to understand now in the company, that just a comment/question. And then the real question I just wanted to ask was just on the G&A. In the quarter year-over-year, year ago was $19 million, this year it was $27 million. Was there anything special in that $27 million?

Yes, I -- the -- probably the biggest increase there year-over-year -- if you remember back to our 2011 results, we kind of finished from a performance operating results at the low end of what we -- where we thought we'd come out. This year, we obviously did better than we had originally -- and as a result, that impacted bonuses. So last year, a big component of all management bonuses is based around the operating results of the company. So last year, bonuses were lower. And we probably actually in the fourth quarter last year, given where the results came out, had less accrual or a benefit reversal or probably some earlier accruals in the year going one way. And then in the fourth quarter this year, we had higher accruals. So net-net, that's probably about $5 million of the change year-over-year, and it's really driven to the variability of the results of the business. And then the other piece is really just higher costs, if you will, related to us being a stand-alone public company and all the things -- we've got to stand up, and that kind of burned the run rate. The good news, as we've talked about, we've got all these initiatives going forward to continue to drive those costs down longer term. But in the near term, until we get some of the savings in there, they're going to be a little bit higher. And then we'll look into providing a little bit more detail, Eli, to your first comment. The one thing -- and I think we've talked about this, Eli. In the next year or 2, yes, there are some puts and takes because of the spin items. But as we talked about on a longer term basis, when you think about our cash flow, free cash flow that we could generate, it should, on a more normalized basis, really be your adjusted EBITDA less cash taxes. And then we always have a small amount each year, maybe $15 million or so, for investment back into ancillary businesses, sales centers, things like that. And over time, as we talked about, the benefit of things, of the time to get the inventory spend, things like that, will kind of match each other. So it will take a year or 2 as we work through some of the timing on the Marriott Rewards and the cash tax stuff. But on a longer-term basis, that will kind of take care of itself.

No, no, understood. But just trying to discern between the difference between cash taxes, what they're going to be last year versus this year and going forward. So -- Because if you could separate what is sort of onetime, meaning in the next year or 2, and then what is maybe 1 or 2 years beyond that I think will be hugely helpful. So...

That's good feedback, Eli. We'll make every effort to do that.

And the other thing is, and, I mean, I think you're aware of this, we don't have, in those cash flow numbers, anything on dispositions where -- to make more progress against that near -- in the near term. But that would be upside to -- in terms of just overall additional cash.

The next question comes from Christopher Agnew from MKM Partners.

Steven, just on your comments about capital allocation, and you said the first priority was to add investments and sales distribution and inventory and also look at acquisitions of existing timeshare. I just wonder, can you outline what the sort of pipeline currently is for those sort of acquisitions or additions? And also, on the inventory front, are you looking to add completed inventory? I'm just wondering, to put in context, I know you have identified this excess land. Has there been any change to your outlook and what you -- your needs for, I guess, new development?

Yes, those are great questions, Chris. Let me kind of take them in pieces. We have a very extensive pipeline report looking at various and sundry development opportunities in places where we don't have a presence today. The criteria that we have used all along is when we get into a market, we want to make sure it comes with an on-site sales distribution. I would be the first to tell you that there are a number of very active negotiations and discussions going on in that area. But we're just not at a point to be able disclose that to you at this point in time just given where those various things are. With that in mind, the intent would be, whenever possible to do it on an asset light approach, whereas -- either you buy completed inventory or you work with another party to sell completed inventory over time, et cetera, where it takes some of the development risk out and, quite frankly, helps in the whole return on invested capital calculation. And then as it relates to your question about dispositions, we haven't really changed our point of view about dispositions that we have articulated in that $150 million to $200 million range. The reason why those exist on our list of possible dispositions is because we just don't believe we're going to need that inventory in the foreseeable future to be able to develop. Obviously, if the economy became supercharged and sales went up in a very material way, that we'll constantly be reevaluating that. But that does not in any way impact the fact that we've already got these properties listed and we're very active in negotiations with several parties about some of those dispositions.

Got you. And then on the acquisition of existing timeshare businesses, are these like sort of tuck-in property management opportunities you're looking at? Or are there larger opportunities? And I know it's been reflected maybe in the past as a longer-term opportunity. I know don't if you can give us any sort of sense of time scale.

Yes. You probably would think about us -- an analogy I would use is we're kind of like a duck. On the surface, we look like we're nice and calm. And down below the surface, we're paddling pretty hard. And that is in both the management space as well as looking at other potential acquisitions of existing timeshare companies in their entirety. Again, as you might imagine, given the way those kinds of discussions progress, et cetera, we would not be in a position today to share anything with you. But you can rest assured that if we do make something happen in those spaces, you'll be one of the first to know.

And then last question. Just on Europe, can you touch on how you feel the pace of sell-through is going there? Any change or uptick?

No material change. We believe that we'll be out of developer sales there in the next 2 years, and we will still have a very attractive management business in place. And we will continue to provide great vacations to our European owners. What we did do, I think we disclosed this in our third quarter call, if I'm not mistaken, we did put a points overlay, made that available to our European owners. And that's -- it's gotten a number of people interested, and they've signed up where they can in fact, instead of using a full week, much as the same as our legacy North America owners, they can convert their week of use to points and use that across the system. But I think I know where you're headed with the question, is given the kind of the uncertainties of the European economies, we have not seen a material change from where we have been the last several quarters.

There appear to be no further question. Please continue.

Okay. Well, as you've heard, we're very pleased with our performance in the fourth quarter and throughout 2012, and we look forward to reporting on our progress in 2013. Thank you again for your participation on our call today and your continued interest in Marriott Vacations Worldwide. And finally, to everyone on the call and your families, enjoy your next vacation. Take care.

Thank you. This concludes the Marriott Vacations Worldwide Fourth Quarter and Fiscal Year 2012 Earnings Conference Call. Thank you for participating. You may now disconnect.