Long-Term Debt And Borrowing Arrangements | 9 Months Ended |
Sep. 30, 2013 |
Debt Disclosure [Abstract] | |
Long-Term Debt And Borrowing Arrangements | | | | | | | | | | | | |
| Long-Term Debt and Borrowing Arrangements | | | | | | | | | | |
The Company’s indebtedness consisted of: |
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| September 30, | | December 31, | | | | |
2013 | 2012 | | | |
Securitized vacation ownership debt: (a) | | | | | | | |
Term notes | $ | 1,615 | | | $ | 1,770 | | | | | |
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Bank conduit facility | 273 | | | 190 | | | | | |
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Total securitized vacation ownership debt | 1,888 | | | 1,960 | | | | | |
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Less: Current portion of securitized vacation ownership debt | 186 | | | 218 | | | | | |
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Long-term securitized vacation ownership debt | $ | 1,702 | | | $ | 1,742 | | | | | |
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Long-term debt: (b) | | | | | | | |
Revolving credit facility (due July 2018) | $ | 74 | | | $ | 85 | | | | | |
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Commercial paper | 164 | | | 273 | | | | | |
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9.875% senior unsecured notes | — | | | 42 | | (d) | | | |
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$315 million 6.00% senior unsecured notes (due December 2016) | 318 | | (c) | 361 | | (e) | | | |
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$300 million 2.95% senior unsecured notes (due March 2017) | 298 | | | 298 | | | | | |
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$14 million 5.75% senior unsecured notes (due February 2018) | 14 | | | 248 | | (f) | | | |
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$450 million 2.50% senior unsecured notes (due March 2018) | 447 | | | — | | | | | |
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$40 million 7.375% senior unsecured notes (due March 2020) | 40 | | | 248 | | (f) | | | |
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$250 million 5.625% senior unsecured notes (due March 2021) | 246 | | | 246 | | | | | |
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$650 million 4.25% senior unsecured notes (due March 2022) | 644 | | | 644 | | | | | |
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$400 million 3.90% senior unsecured notes (due March 2023) | 396 | | | — | | | | | |
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Capital leases | 185 | | | 105 | | | | | |
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Other | 117 | | | 52 | | | | | |
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Total long-term debt | 2,943 | | | 2,602 | | | | | |
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Less: Current portion of long-term debt | 55 | | | 326 | | | | | |
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Long-term debt | $ | 2,888 | | | $ | 2,276 | | | | | |
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(a) | Represents non-recourse debt that is securitized through bankruptcy-remote SPEs, the creditors of which have no recourse to the Company for principal and interest. These outstanding borrowings are collateralized by $2,306 million and $2,543 million of underlying gross vacation ownership contract receivables and related assets as of September 30, 2013 and December 31, 2012, respectively. | | | | | | | | | | |
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(b) | The carrying amounts of the senior unsecured notes are net of unamortized discount of $18 million as of both September 30, 2013 and December 31, 2012. | | | | | | | | | | |
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(c) | Includes $3 million of unamortized gains from the settlement of a derivative. | | | | | | | | | | |
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(d) | Aggregate principal balance as of December 31, 2012 was $43 million. | | | | | | | | | | |
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(e) | Includes aggregate principal balance as of December 31, 2012 of $357 million and $5 million of unamortized gains from the settlement of a derivative. | | | | | | | | | | |
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(f) | Aggregate principal balance as of December 31, 2012 was $250 million. | | | | | | | | | | |
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2013 Debt Issuances |
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2.50% Senior Unsecured Notes. During February 2013, the Company issued senior unsecured notes, with face value of $450 million and bearing interest at a rate of 2.50%, for net proceeds of $447 million. Interest began accruing on February 22, 2013 and is payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2013. The notes will mature on March 1, 2018 and are redeemable at the Company’s option at any time, in whole or in part, at the stated redemption prices plus accrued interest through the redemption date. These notes rank equally in right of payment with all of the Company’s other senior unsecured indebtedness. |
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3.90% Senior Unsecured Notes. During February 2013, the Company issued senior unsecured notes, with face value of $400 million and bearing interest at a rate of 3.90%, for net proceeds of $397 million. Interest began accruing on February 22, 2013 and is payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2013. The notes will mature on March 1, 2023 and are redeemable at the Company’s option at any time, in whole or in part, at the stated redemption prices plus accrued interest through the redemption date. These notes rank equally in right of payment with all of the Company’s other senior unsecured indebtedness. |
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Sierra Timeshare 2013-1 Receivables Funding, LLC. During March 2013, the Company closed a series of term notes payable, Sierra Timeshare 2013-1 Receivables Funding LLC, in the initial principal amount of $300 million at an advance rate of 91%. These borrowings bear interest at a weighted average coupon rate of 1.77% and are secured by vacation ownership contract receivables. As of September 30, 2013, the Company had $213 million of outstanding borrowings under these term notes. |
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Sierra Timeshare 2013-2 Receivables Funding, LLC. During July 2013, the Company closed a series of term notes payable, Sierra Timeshare 2013-2 Receivables Funding LLC, in the initial principal amount of $325 million at an advance rate of 98%. These borrowings bear interest at a weighted average coupon rate of 2.68% and are secured by vacation ownership contract receivables. As of September 30, 2013, the Company had $294 million of outstanding borrowings under these term notes. |
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Revolving Credit Facility. On May 22, 2013, the Company replaced its $1.0 billion revolving credit facility with a $1.5 billion revolving credit facility that expires on July 15, 2018. This facility is subject to a facility fee of 20 basis points based on total capacity and bears interest at LIBOR plus 130 basis points on outstanding borrowings. The facility fee and interest rate are dependent upon the Company's credit ratings. The available capacity of the facility also supports the Company's commercial paper program. |
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Commercial Paper. On May 22, 2013, the Company increased its existing commercial paper program by $250 million to a maximum of $750 million. The maturities of the commercial paper notes will vary, but may not exceed 366 days from the date of issue. The commercial paper notes are sold at a discount from par or will bear interest at a negotiated rate. While outstanding commercial paper borrowings generally have short-term maturities, the Company classifies the outstanding borrowings as long-term debt based on its intent and ability to refinance the outstanding borrowings on a long-term basis with its revolving credit facility. As of December 31, 2012, the Company classified its outstanding commercial paper borrowings within current portion of long-term debt due to its inability to refinance, if necessary, the outstanding borrowings on a long-term basis due to restrictions contained in the prior revolving credit facility. |
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Sierra Timeshare Conduit Receivables Funding II, LLC. On August 29, 2013, the Company renewed its securitized timeshare receivables conduit facility for a two-year period through August 2015. The facility bears interest at variable rates based on commercial paper rates and LIBOR rates plus a spread and the capacity remained at $650 million. |
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Capital Lease. During the first quarter of 2013, the Company extended the lease on its Corporate headquarters. As a result of this extension, the Company classified the lease as a capital lease and recorded a capital lease obligation of $85 million with a corresponding capital lease asset which was recorded net of deferred rent. Such transaction was non-cash and as such, is excluded from both the investing and financing activities within the Company's Consolidated Statement of Cash Flows. |
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Other. During January 2013, the Company entered into an agreement with a third party partner whereby the partner acquired a hotel through an SPE. The SPE financed the hotel acquisition with a $115 million four-year mortgage note, provided by related parties of such partner. The note accrues interest at 4.5% and the principal and interest are payable semi-annually, commencing on July 24, 2013. In addition, $9 million of mandatorily redeemable equity of the SPE is classified as long-term debt (see Note 8 - Variable Interest Entities for more detailed information). |
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Fair Value Hedges. During the third quarter of 2013, the Company entered into fixed to variable interest rate swap agreements with notional amounts of $400 million of its 3.90% senior unsecured notes and $100 million of its 4.25% senior unsecured notes. As a result of such interest rate swap agreements, the fixed interest rates on these notes were effectively modified to a variable LIBOR-based index. As of September 30, 2013, the variable interest rates were 2.36% and 2.27% for the 3.90% and 4.25% senior unsecured notes, respectively. |
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3.50% Convertible Notes |
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During the second quarter of 2012, the Company repaid its convertible notes with a carrying value of $45 million ($12 million for the convertible notes and $33 million for a related bifurcated conversion feature). Concurrent with the repayment, the Company settled call options for proceeds of $33 million. As a result of these transactions, the Company made a net payment of $12 million. |
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Concurrent with the issuance of its convertible notes, the Company entered into warrant transactions (“Warrants”) with certain counterparties. The Warrants were separate contracts entered into by the Company and were not part of its convertible notes. During the third quarter of 2012, the Company net share settled all of the outstanding warrants by issuing 613,000 shares of its common stock. As of September 30, 2012, there were no warrants outstanding. |
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Early Extinguishment of Debt |
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During the first quarter of 2013, the Company repurchased a portion of its 5.75% and 7.375% senior unsecured notes totaling $446 million through tender offers, repurchased $42 million of its 6.00% senior unsecured notes on the open market and executed a redemption option for the remaining $43 million outstanding on its 9.875% senior unsecured notes. As a result, the Company repurchased a total of $531 million of its outstanding senior unsecured notes and incurred expenses of $111 million during the nine months ended September 30, 2013, which is included within early extinguishment of debt on the Consolidated Statement of Income. |
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During the first quarter of 2012, the Company repurchased a portion of its 9.875% and 6.00% senior unsecured notes through tender offers totaling $650 million. In connection with these tender offers, the Company incurred expenses of $2 million and $108 million during the three and nine months ended September 30, 2012, which is included within early extinguishment of debt on the Consolidated Statement of Income. |
Maturities and Capacity |
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The Company’s outstanding debt as of September 30, 2013 matures as follows: |
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| Securitized Vacation Ownership Debt | | Long-Term Debt | | Total |
Within 1 year | $ | 186 | | | $ | 55 | | | $ | 241 | |
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Between 1 and 2 years | 205 | | | 45 | | | 250 | |
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Between 2 and 3 years | 419 | | | 44 | | | 463 | |
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Between 3 and 4 years | 191 | | | 648 | | | 839 | |
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Between 4 and 5 years | 183 | | | 714 | | | 897 | |
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Thereafter | 704 | | | 1,437 | | | 2,141 | |
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| $ | 1,888 | | | $ | 2,943 | | | $ | 4,831 | |
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Debt maturities of the securitized vacation ownership debt are based on the contractual payment terms of the underlying vacation ownership contract receivables. As such, actual maturities may differ as a result of prepayments by the obligors of such vacation ownership contract receivables. |
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As of September 30, 2013, available capacity under the Company’s borrowing arrangements was as follows: |
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| Securitized Bank Conduit Facility(a) | | Revolving | | | | |
Credit Facility | | | |
Total Capacity | $ | 650 | | | $ | 1,500 | | | | | |
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Less: Outstanding Borrowings | 273 | | | 74 | | | | | |
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Letters of credit | — | | | 9 | | | | | |
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Commercial paper borrowings | — | | | 164 | | (b) | | | |
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Available Capacity | $ | 377 | | | $ | 1,253 | | | | | |
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(a) | The capacity of this facility is subject to the Company’s ability to provide additional assets to collateralize additional securitized borrowings. | | | | | | | | | | |
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(b) | The Company considers outstanding borrowings under its commercial paper program to be a reduction of the available capacity of its revolving credit facility. | | | | | | | | | | |
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Interest Expense |
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The Company incurred non-securitized interest expense of $31 million and $97 million during the three and nine months ended September 30, 2013, respectively. Such amounts consisted of $32 million and $100 million of interest primarily on long-term debt (which includes a $1 million gain related to ineffectiveness in the fair value hedges), partially offset by $1 million and $3 million of capitalized interest during the three and nine months ended September 30, 2013, respectively, and are recorded within interest expense on the Consolidated Statements of Income. Cash paid related to interest on the Company's non-securitized debt was $112 million during the nine months ended September 30, 2013. |
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The Company incurred non-securitized interest expense of $32 million and $98 million during the three and nine months ended September 30, 2012, respectively. Such amounts consisted of $33 million and $102 million of interest primarily on long-term debt, partially offset by $1 million and $4 million of capitalized interest during the three and nine months ended September 30, 2012, respectively, and are recorded within interest expense on the Consolidated Statements of Income. Cash paid related to interest on the Company's non-securitized debt was $104 million during the nine months ended September 30, 2012. |
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Interest expense incurred in connection with the Company's securitized vacation ownership debt during the three and nine months ended September 30, 2013 was $19 million and $60 million, respectively, and $23 million and $69 million during the three and nine months ended September 30, 2012, respectively, and is recorded within consumer financing interest on the Consolidated Statements of Income. Cash paid related to such interest was $47 million and $56 million during the nine months ended September 30, 2013 and 2012, respectively. |