Long-Term Debt And Borrowing Arrangements | 9 Months Ended |
Sep. 30, 2014 |
Debt Disclosure [Abstract] | ' |
Long-Term Debt And Borrowing Arrangements | ' |
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| Long-Term Debt and Borrowing Arrangements | | | | | | | | | | |
The Company’s indebtedness consisted of: |
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| September 30, | | December 31, | | | | |
2014 | 2013 | | | | |
Securitized vacation ownership debt: (a) | | | | | | | |
Term notes | $ | 1,670 | | | $ | 1,648 | | | | | |
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Bank conduit facility | 271 | | | 262 | | | | | |
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Total securitized vacation ownership debt | 1,941 | | | 1,910 | | | | | |
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Less: Current portion of securitized vacation ownership debt | 192 | | | 184 | | | | | |
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Long-term securitized vacation ownership debt | $ | 1,749 | | | $ | 1,726 | | | | | |
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Long-term debt: (b) | | | | | | | |
Revolving credit facility (due July 2018) | $ | 18 | | | $ | 23 | | | | | |
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Commercial paper | 237 | | | 210 | | | | | |
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$315 million 6.00% senior unsecured notes (due December 2016) (c) | 317 | | | 318 | | | | | |
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$300 million 2.95% senior unsecured notes (due March 2017) | 299 | | | 298 | | | | | |
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$14 million 5.75% senior unsecured notes (due February 2018) | 14 | | | 14 | | | | | |
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$450 million 2.50% senior unsecured notes (due March 2018) | 448 | | | 447 | | | | | |
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$40 million 7.375% senior unsecured notes (due March 2020) | 40 | | | 40 | | | | | |
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$250 million 5.625% senior unsecured notes (due March 2021) | 247 | | | 246 | | | | | |
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$650 million 4.25% senior unsecured notes (due March 2022) (d) | 646 | | | 643 | | | | | |
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$400 million 3.90% senior unsecured notes (due March 2023) (e) | 401 | | | 387 | | | | | |
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Capital leases | 175 | | | 191 | | | | | |
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Other | 80 | | | 114 | | | | | |
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Total long-term debt | 2,922 | | | 2,931 | | | | | |
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Less: Current portion of long-term debt | 49 | | | 49 | | | | | |
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Long-term debt | $ | 2,873 | | | $ | 2,882 | | | | | |
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(a) | Represents non-recourse debt that is securitized through bankruptcy-remote special purpose entities (“SPEs”), the creditors of which have no recourse to the Company for principal and interest. These outstanding borrowings are collateralized by $2,326 million and $2,314 million of underlying gross vacation ownership contract receivables and related assets as of September 30, 2014 and December 31, 2013, respectively. | | | | | | | | | | |
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(b) | The carrying amounts of the senior unsecured notes are net of unamortized discount of $15 million and $17 million as of September 30, 2014 and December 31, 2013, respectively. | | | | | | | | | | |
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(c) | Includes $2 million and $3 million of unamortized gains from the settlement of a derivative as of September 30, 2014 and December 31, 2013, respectively. | | | | | | | | | | |
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(d) | Includes a $1 million increase and $2 million decrease in the carrying value resulting from a fair value hedge derivative as of September 30, 2014 and December 31, 2013, respectively. | | | | | | | | | | |
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(e) | Includes a $4 million increase and $10 million decrease in the carrying value resulting from a fair value hedge derivative as of September 30, 2014 and December 31, 2013, respectively. | | | | | | | | | | |
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Debt Issuances |
Sierra Timeshare 2014-1 Receivables Funding, LLC. During March 2014, the Company closed a series of term notes payable, Sierra Timeshare 2014-1 Receivables Funding, LLC, with an initial principal amount of $425 million, which are secured by vacation ownership contract receivables and bear interest at a weighted average coupon rate of 2.15%. The advance rate for this transaction was 88%. As of September 30, 2014, the Company had $315 million of outstanding borrowings under these term notes. |
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Sierra Timeshare 2014-2 Receivables Funding, LLC. During July 2014, the Company closed a series of term notes payable, Sierra Timeshare 2014-2 Receivables Funding LLC, with an initial principal amount of $350 million, which are secured by vacation ownership contract receivables and bear interest at a weighted average coupon rate of 2.12%. The advance rate for this transaction was 91%. As of September 30, 2014, the Company had $319 million of outstanding borrowings under these term notes. |
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Sierra Timeshare Conduit Receivables Funding II, LLC. During August 2014, the Company renewed its securitized timeshare receivables conduit facility for a two-year period through August 2016. The facility has a total capacity of $650 million and bears interest at variable rates based on commercial paper rates and LIBOR rates plus a spread. |
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Commercial Paper |
The Company maintains U.S. and European commercial paper programs with a total capacity of $750 million and $500 million, respectively. As of September 30, 2014, the Company had outstanding borrowings of $237 million at a weighted average interest rate of 0.59%, all of which was under its U.S. commercial paper program. As of December 31, 2013, the Company had $210 million of outstanding borrowings at a weighted average interest rate of 0.74% under its commercial paper programs. The Company considers outstanding borrowings under its commercial paper programs to be a reduction of available capacity on its revolving credit facility. |
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Fair Value Hedges |
The Company has fixed to variable interest rate swap agreements on its 3.90% and 4.25% senior unsecured notes with notional amounts of $400 million and $100 million, respectively. The fixed interest rates on these notes were effectively modified to a variable LIBOR-based index. As of September 30, 2014, the variable interest rates on the notional portion of the 3.90% and 4.25% senior unsecured notes were 2.38% and 2.29% respectively. The Company had a $6 million asset and a $12 million liability recorded as of September 30, 2014 and December 31, 2013, respectively, which represented the aggregate fair value of these interest rate swap agreements. |
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Early Extinguishment of Debt |
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, of which $106 million was cash and $5 million was non-cash, during the nine months ended September 30, 2013, which are included within early extinguishment of debt on the Consolidated Statement of Income. |
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Maturities and Capacity |
The Company’s outstanding debt as of September 30, 2014 matures as follows: |
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| Securitized Vacation Ownership Debt | | Long-Term Debt | | Total |
Within 1 year | $ | 192 | | | $ | 49 | | | $ | 241 | |
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Between 1 and 2 years | 210 | | | 45 | | | 255 | |
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Between 2 and 3 years | 407 | | | 648 | | | 1,055 | |
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Between 3 and 4 years | 184 | | | 731 | | | 915 | |
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Between 4 and 5 years | 183 | | | 14 | | | 197 | |
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Thereafter | 765 | | | 1,435 | | | 2,200 | |
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| $ | 1,941 | | | $ | 2,922 | | | $ | 4,863 | |
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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 vacation ownership contract receivable obligors. |
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As of September 30, 2014, available capacity under the Company’s borrowing arrangements was as follows: |
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| Securitized Bank | | Revolving | | | | |
Conduit Facility (a) | Credit Facility | | | |
Total Capacity | $ | 650 | | | $ | 1,500 | | | | | |
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Less: Outstanding Borrowings | 271 | | | 18 | | | | | |
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Letters of credit | — | | | 2 | | | | | |
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Commercial paper borrowings | — | | | 237 | | (b) | | | |
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Available Capacity | $ | 379 | | | $ | 1,243 | | | | | |
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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 programs to be a reduction of the available capacity of its revolving credit facility. | | | | | | | | | | |
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Interest Expense |
The Company incurred non-securitized interest expense of $28 million and $84 million during the three and nine months ended September 30, 2014, respectively. Such amounts consist primarily of interest on long-term debt, partially offset by $2 million and $4 million of capitalized interest and $1 million and $2 million of gains resulting from the ineffectiveness of the fair value hedges for the three and nine months ended September 30, 2014, respectively. Such amounts are included within interest expense on the Consolidated Statements of Income. Cash paid related to interest on the Company’s non-securitized debt was $98 million during the nine months ended September 30, 2014. |
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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 consist primarily of interest on long-term debt, partially offset by $1 million and $3 million of capitalized interest for the three and nine months ended September 30, 2013, respectively, and $1 million of gains resulting from the ineffectiveness of the fair value hedges for both the three and nine months ended September 30, 2013. Such amounts are included 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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Interest expense incurred in connection with the Company’s securitized vacation ownership debt during the three and nine months ended September 30, 2014 was $18 million and $52 million, respectively, and $19 million and $60 million during the three and nine months ended September 30, 2013, respectively, and is recorded within consumer financing interest on the Consolidated Statements of Income. Cash paid related to such interest was $39 million and $47 million during the nine months ended September 30, 2014 and 2013, respectively. |