Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 27, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | VAC | |
Entity Registrant Name | Marriott Vacations Worldwide Corporation | |
Entity Central Index Key | 1,524,358 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 26,494,634 |
INTERIM CONSOLIDATED STATEMENTS
INTERIM CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 09, 2016 | Sep. 09, 2016 | Sep. 30, 2017 | |
REVENUES | ||||
Sale of vacation ownership products | $ 180,522 | $ 131,012 | $ 415,831 | $ 543,687 |
Resort management and other services | 76,882 | 70,185 | 208,049 | 229,004 |
Financing | 34,685 | 29,066 | 86,944 | 99,326 |
Rental | 81,177 | 73,776 | 229,133 | 250,621 |
Cost reimbursements | 113,724 | 97,598 | 303,973 | 348,091 |
TOTAL REVENUES | 486,990 | 401,637 | 1,243,930 | 1,470,729 |
EXPENSES | ||||
Cost of vacation ownership products | 42,826 | 34,779 | 104,149 | 131,589 |
Marketing and sales | 100,527 | 79,017 | 236,348 | 305,217 |
Resort management and other services | 44,696 | 39,825 | 123,695 | 130,349 |
Financing | 5,062 | 4,581 | 11,782 | 12,528 |
Rental | 71,048 | 60,970 | 191,658 | 211,643 |
General and administrative | 26,666 | 22,151 | 72,871 | 83,739 |
Litigation settlement | 2,033 | 0 | (303) | 2,216 |
Consumer financing interest | 6,498 | 5,361 | 15,840 | 18,090 |
Royalty fee | 15,220 | 14,624 | 42,007 | 47,597 |
Cost reimbursements | 113,724 | 97,598 | 303,973 | 348,091 |
TOTAL EXPENSES | 428,300 | 358,906 | 1,102,020 | 1,291,059 |
Gains and other income, net | 6,977 | 454 | 11,129 | 6,752 |
Interest expense | (2,642) | (2,262) | (6,331) | (5,180) |
Other | 104 | (75) | (4,528) | (365) |
INCOME BEFORE INCOME TAXES | 63,129 | 40,848 | 142,180 | 180,877 |
Provision for income taxes | (22,367) | (14,041) | (54,656) | (62,139) |
NET INCOME | $ 40,762 | $ 26,807 | $ 87,524 | $ 118,738 |
EARNINGS PER SHARE | ||||
Earnings per share - Basic (in usd per share) | $ 1.50 | $ 0.99 | $ 3.10 | $ 4.36 |
Earnings per share - Diluted (in usd per share) | 1.47 | 0.97 | 3.05 | 4.26 |
CASH DIVIDENDS DECLARED PER SHARE (in usd per share) | $ 0.35 | $ 0.30 | $ 0.90 | $ 1.05 |
INTERIM CONSOLIDATED STATEMENT3
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 09, 2016 | Sep. 09, 2016 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 40,762 | $ 26,807 | $ 87,524 | $ 118,738 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 4,945 | (664) | 1,089 | 11,626 |
Derivative instrument adjustment, net of tax | 22 | 33 | (366) | 70 |
Total other comprehensive income (loss), net of tax | 4,967 | (631) | 723 | 11,696 |
COMPREHENSIVE INCOME | $ 45,729 | $ 26,176 | $ 88,247 | $ 130,434 |
INTERIM CONSOLIDATED BALANCE SH
INTERIM CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 30, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 440,074 | $ 147,102 |
Restricted cash (including $34,413 and $27,525 from VIEs, respectively) | 61,701 | 66,000 |
Accounts and contracts receivable, net (including $5,702 and $4,865 from VIEs, respectively) | 136,107 | 161,733 |
Vacation ownership notes receivable, net (including $875,237 and $717,543 from VIEs, respectively) | 1,076,402 | 972,311 |
Inventory | 735,072 | 712,536 |
Property and equipment | 253,738 | 202,802 |
Other (including $13,153 and $0 from VIEs, respectively) | 119,942 | 128,935 |
TOTAL ASSETS | 2,823,036 | 2,391,419 |
LIABILITIES AND EQUITY | ||
Accounts payable | 76,766 | 124,439 |
Advance deposits | 60,247 | 55,542 |
Accrued liabilities (including $739 and $584 from VIEs, respectively) | 128,236 | 147,469 |
Deferred revenue | 103,376 | 95,495 |
Payroll and benefits liability | 97,080 | 95,516 |
Deferred compensation liability | 72,803 | 62,874 |
Debt, net (including $906,701 and $738,362 from VIEs, respectively) | 1,153,222 | 737,224 |
Other | 12,789 | 15,873 |
Deferred taxes | 169,295 | 149,168 |
TOTAL LIABILITIES | 1,873,814 | 1,483,600 |
Contingencies and Commitments (Note 8) | ||
Preferred stock — $0.01 par value; 2,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Common stock — $0.01 par value; 100,000,000 shares authorized; 36,857,186 and 36,633,868 shares issued, respectively | 369 | 366 |
Treasury stock — at cost; 10,363,139 and 9,643,562 shares, respectively | (689,134) | (606,631) |
Additional paid-in capital | 1,184,635 | 1,162,283 |
Accumulated other comprehensive income | 17,156 | 5,460 |
Retained earnings | 436,196 | 346,341 |
TOTAL EQUITY | 949,222 | 907,819 |
TOTAL LIABILITIES AND EQUITY | $ 2,823,036 | $ 2,391,419 |
INTERIM CONSOLIDATED BALANCE S5
INTERIM CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 30, 2016 |
Restricted Cash and Cash Equivalents | $ 61,701 | $ 66,000 |
Accounts And Contracts Receivable Net | 136,107 | 161,733 |
Vacation Ownership Notes Receivable, Net | 1,076,402 | 972,311 |
Other assets | 119,942 | 128,935 |
Accrued Liabilities | 128,236 | 147,469 |
Debt and Capital Lease Obligations Net | 1,153,222 | 737,224 |
Other | $ 12,789 | $ 15,873 |
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 36,857,186 | 36,633,868 |
Treasury stock, shares (in shares) | 10,363,139 | 9,643,562 |
Variable Interest Entity | ||
Restricted Cash and Cash Equivalents | $ 34,413 | $ 27,525 |
Accounts And Contracts Receivable Net | 5,702 | 4,865 |
Vacation Ownership Notes Receivable, Net | 875,237 | 717,543 |
Other assets | 13,153 | 0 |
Accrued Liabilities | 739 | 584 |
Debt and Capital Lease Obligations Net | $ 906,701 | $ 738,362 |
INTERIM CONSOLIDATED STATEMENT6
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 8 Months Ended | 9 Months Ended |
Sep. 09, 2016 | Sep. 30, 2017 | |
OPERATING ACTIVITIES | ||
Net income | $ 87,524 | $ 118,738 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 14,856 | 15,802 |
Amortization of debt discount and issuance costs | 3,784 | 5,783 |
Provision for loan losses | 31,817 | 38,577 |
Share-based compensation | 9,995 | 12,349 |
Loss (gain) on disposal of property and equipment, net | (11,129) | 1,683 |
Deferred income taxes | 21,823 | 20,769 |
Net change in assets and liabilities: | ||
Accounts and contracts receivable | (2,824) | 25,094 |
Notes receivable originations | (218,190) | (345,663) |
Notes receivable collections | 177,451 | 203,840 |
Inventory | (6,118) | 27,112 |
Purchase of vacation ownership units for future transfer to inventory | 0 | (33,594) |
Other assets | 38,103 | 23,110 |
Accounts payable, advance deposits and accrued liabilities | (73,935) | (64,994) |
Deferred revenue | 26,832 | 7,121 |
Payroll and benefit liabilities | (20,898) | 1,241 |
Deferred compensation liability | 8,846 | 9,928 |
Other liabilities | 1,190 | (638) |
Other, net | 1,758 | 4,529 |
Net cash provided by operating activities | 90,885 | 70,787 |
INVESTING ACTIVITIES | ||
Capital expenditures for property and equipment (excluding inventory) | (22,445) | (21,167) |
Purchase of company owned life insurance | 0 | (12,100) |
Dispositions, net | 68,525 | 17 |
Net cash (used in) provided by investing activities | 46,080 | (33,250) |
Borrowings from securitization transactions | ||
Borrowings from securitization transactions | 376,622 | 400,260 |
Repayment of debt related to securitization transactions | (254,510) | (231,921) |
Borrowings from Revolving Corporate Credit Facility | 85,000 | 87,500 |
Repayment of Revolving Corporate Credit Facility | (85,000) | (87,500) |
Proceeds from issuance of Convertible Notes | 0 | 230,000 |
Purchase of Convertible Note Hedges | 0 | (33,235) |
Proceeds from issuance of Warrants | 0 | 20,332 |
Debt issuance costs | (4,065) | (14,459) |
Repurchase of common stock | (163,359) | (83,067) |
Accelerated stock repurchase forward contract | (14,470) | 0 |
Payment of dividends | (26,067) | (28,590) |
Payment of withholding taxes on vesting of restricted stock units | (3,972) | (10,713) |
Other, net | 194 | (502) |
Net cash provided by (used in) financing activities | (89,627) | 248,105 |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | (3,247) | 3,031 |
Increase in cash, cash equivalents, and restricted cash | 44,091 | 288,673 |
Cash, cash equivalents and restricted cash, beginning of period | 248,512 | 213,102 |
Cash, cash equivalents and restricted cash, end of period | 292,603 | 501,775 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Property acquired via capital lease | 7,221 | 0 |
Non-cash issuance of treasury stock for employee stock purchase plan | 673 | 942 |
Disposition accruals not yet paid | 2,931 | 0 |
Non-cash transfer from Inventory to Property and equipment | 9,741 | 0 |
Non-cash issuance of debt in connection with acquisition of vacation ownership units | 0 | 63,558 |
Non-cash debt issuance costs | 0 | 1,000 |
Dividends payable | $ 8,127 | $ 9,394 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Our Business Marriott Vacations Worldwide Corporation (“we,” “us,” “Marriott Vacations Worldwide” or the “Company,” which includes our consolidated subsidiaries except where the context of the reference is to a single corporate entity) is the exclusive worldwide developer, marketer, seller and manager of vacation ownership and related products under the Marriott Vacation Club and Grand Residences by Marriott brands. In 2016, we introduced Marriott Vacation Club Pulse, an extension to the Marriott Vacation Club brand. We are also the exclusive worldwide developer, marketer and seller of vacation ownership and related products under The Ritz-Carlton Destination Club brand, and we have the non-exclusive right to develop, market and sell whole ownership residential products under The Ritz-Carlton Residences brand. The Ritz-Carlton Hotel Company, L.L.C., a subsidiary of Marriott International, provides on-site management for Ritz-Carlton branded properties. Our business is grouped into three reportable segments: North America, Asia Pacific and Europe. As of September 30, 2017 , our portfolio consisted of over 65 properties in the United States and nine other countries and territories. We generate most of our revenues from four primary sources: selling vacation ownership products; managing our resorts; financing consumer purchases of vacation ownership products; and renting vacation ownership inventory. Principles of Consolidation and Basis of Presentation The interim consolidated financial statements presented herein and discussed below include 100 percent of the assets, liabilities, revenues, expenses and cash flows of Marriott Vacations Worldwide, all entities in which Marriott Vacations Worldwide has a controlling voting interest (“subsidiaries”), and those variable interest entities for which Marriott Vacations Worldwide is the primary beneficiary in accordance with consolidation accounting guidance. Intercompany accounts and transactions between consolidated companies have been eliminated in consolidation. The interim consolidated financial statements reflect our financial position, results of operations and cash flows as prepared in conformity with United States Generally Accepted Accounting Principles (“GAAP”). In order to make this report easier to read, we refer throughout to (i) our Interim Consolidated Financial Statements as our “Financial Statements,” (ii) our Interim Consolidated Statements of Income as our “Statements of Income,” (iii) our Interim Consolidated Balance Sheets as our “Balance Sheets,” and (iv) our Interim Consolidated Statements of Cash Flows as our “Cash Flows.” In addition, references throughout to numbered “Footnotes” refer to the numbered Notes in these Notes to Interim Consolidated Financial Statements, unless otherwise noted. Beginning with our 2017 fiscal year, we changed our financial reporting cycle to a calendar year-end and end-of-month quarterly reporting cycle. Accordingly, our 2017 fiscal year began on December 31, 2016 (the day after the end of the 2016 fiscal year) and will end on December 31, 2017, and our 2017 quarters include the three month periods ended March 31, June 30, September 30, and December 31, except that the period ended March 31, 2017 also includes December 31, 2016. Our future fiscal years will begin on January 1 and end on December 31. Historically, our fiscal year was a 52 or 53 week fiscal year that ended on the Friday nearest to December 31, and our quarterly reporting cycle included twelve week periods for the first, second, and third quarters and a sixteen week period (or in some cases a seventeen week period) for the fourth quarter. We have not restated, and do not plan to restate, historical results. The table below shows the reporting periods as we refer to them in this report, their date ranges, and the number of days in each: Reporting Period Date Range Number of Days 2017 third quarter July 1, 2017 — September 30, 2017 92 2016 third quarter June 18, 2016 — September 9, 2016 84 2017 first three quarters December 31, 2016 — September 30, 2017 274 2016 first three quarters January 2, 2016 — September 9, 2016 252 2017 fiscal year December 31, 2016 — December 31, 2017 366 2016 fiscal year January 2, 2016 — December 30, 2016 364 As a result of the change in our financial reporting cycle, our 2017 third quarter had eight more days of activity than our 2016 third quarter, and our 2017 first three quarters had 22 more days of activity than our 2016 first three quarters. While our 2017 full fiscal year will have two additional days of activity as compared to our 2016 full fiscal year, our 2017 fourth quarter will have 20 fewer days of activity than the corresponding periods in our 2016 fiscal year. In our opinion, our Financial Statements reflect all normal and recurring adjustments necessary to present fairly our financial position and the results of our operations and cash flows for the periods presented. Interim results may not be indicative of fiscal year performance because of, among other reasons, seasonal and short-term variations. These Financial Statements have not been audited. Amounts as of December 30, 2016 included in these Financial Statements have been derived from the audited consolidated financial statements as of that date. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP. Although we believe our footnote disclosures are adequate to make the information presented not misleading, you should read these Financial Statements in conjunction with the consolidated financial statements and notes to those consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2016 . The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates include, but are not limited to, revenue recognition, cost of vacation ownership products, inventory valuation, property and equipment valuation, loan loss reserves, loss contingencies and income taxes. Accordingly, actual amounts may differ from these estimated amounts. We have reclassified certain prior year amounts to conform to our current period presentation. Our Financial Statements include adjustments for the 2016 third quarter and 2016 first three quarters to correct immaterial presentation errors, consistent with those reported in our Annual Report on Form 10-K for the fiscal year ended December 30, 2016, within the following line items on our Statements of Income: Resort management and other services revenues, Resort management and other services expenses and General and administrative expenses. Correction of these immaterial errors had no impact on our consolidated Net income. The impact of these adjustments on the Financial Statements is as follows: Quarter Ended Year to Date Ended September 9, 2016 September 9, 2016 (84 days) (252 days) ($ in thousands) As Revised Previous Filing As Revised Previous Filing Resort management and other services $ 70,185 $ 75,539 $ 208,049 $ 226,098 TOTAL REVENUES $ 401,637 $ 406,991 $ 1,243,930 $ 1,261,979 Resort management and other services $ 39,825 $ 45,437 $ 123,695 $ 140,545 General and administrative $ 22,151 $ 21,619 $ 72,871 $ 71,504 TOTAL EXPENSES $ 358,906 $ 364,260 $ 1,102,020 $ 1,120,069 Deferred Compensation Plan Beginning in our 2017 fiscal year, participants in the Marriott Vacations Worldwide Deferred Compensation Plan (the “Deferred Compensation Plan”) may select a rate of return based on various market-based investment alternatives for a portion of their contributions, as well as any future Company contributions, to the Deferred Compensation Plan, and may also select such a rate for a portion of their existing account balances. To support our ability to meet a portion of our obligations under the Deferred Compensation Plan, we acquired company owned insurance policies (the “COLI 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 and are payable to a rabbi trust with the Company as grantor. A portion of a participant’s contributions to the Deferred Compensation Plan must be subject to a fixed rate of return, which for our 2017 fiscal year was reduced to 3.5 percent. We consolidate the liabilities of the Deferred Compensation Plan and the related assets, which consist of the COLI policies held in the rabbi trust. The rabbi trust is considered a variable interest entity (“VIE”). We are considered the primary beneficiary of the rabbi trust because we direct the activities of the trust and are the beneficiary of the trust. At September 30, 2017 , the value of the assets held in the rabbi trust was $13.2 million , which is included in the Other line within assets on our Balance Sheets. New Accounting Standards Accounting Standards Update No. 2017-09 – “ Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting ” (“ASU 2017-09”) In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-09, which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications for the purpose of applying the modification guidance in Accounting Standards Codification Topic 718. This update is effective for all entities for annual periods beginning after December 15, 2017, and for interim periods within those annual periods, with early adoption permitted. Our early adoption of ASU 2017-09 in the 2017 second quarter did not have an impact on our financial statements or disclosures. Accounting Standards Update No. 2016-18 – “ Restricted Cash ” (“ASU 2016-18”) In November 2016, the FASB issued ASU 2016-18, which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, we no longer present changes in restricted cash as a component of investing activities. This update is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We adopted ASU 2016-18 on a retrospective basis commencing in the 2017 first quarter. Accounting Standards Update No. 2016-09 – “ Compensation – Stock Compensation (Topic 718) ” (“ASU 2016-09”) In March 2016, the FASB issued ASU 2016-09, which changes how entities account for certain aspects of share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The new guidance requires all income tax effects of awards, including excess tax benefits, to be recorded as income tax expense (or benefit) in the income statement, which resulted in benefits to our provision for income taxes of $0.9 million in the 2017 third quarter and $6.1 million in the 2017 first three quarters. The new guidance requires excess tax benefits to be presented as an operating inflow rather than as a financing inflow in the statement of cash flows. Prior to the adoption of ASU 2016-09, excess tax benefits were recorded in additional paid-in-capital on the balance sheet. This update is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. We adopted ASU 2016-09 in the 2017 first quarter. The adoption of ASU 2016-09 decreased our provision for income taxes, the amount of which depends on the vesting activity of our share-based compensation awards in any given period, and eliminated the presentation of excess tax benefits as a financing inflow on our statement of cash flows. Further, we made an accounting policy election to recognize forfeitures of share-based compensation awards as they occur, the cumulative effect of which resulted in an adjustment of $0.4 million to opening retained earnings. The adoption of ASU 2016-09 did not have any other material impacts on our financial statements or disclosures. Future Adoption of Accounting Standards Accounting Standards Update No. 2017-12 – “ Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ” (“ASU 2017-12”) In August 2017, the FASB issued ASU 2017-12, which amends and simplifies existing guidance in order to allow companies to better portray the economic effects of risk management activities in the financial statements and enhance the transparency and understandability of the results of hedging activities. ASU 2017-12 eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The guidance also eases certain documentation and assessment requirements. This update is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We are evaluating the impact that ASU 2017-12, including the timing of implementation, will have on our financial statements and disclosures. Accounting Standards Update No. 2016-16 – “ Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory ” (“ASU 2016-16”) In October 2016, the FASB issued ASU 2016-16, which changes the timing of when certain intercompany transactions are recognized within the provision for income taxes. This update is effective for public companies for annual periods beginning after December 15, 2017, and for annual periods and interim periods thereafter, with early adoption permitted. We are evaluating the impact that adoption of ASU 2016-16 in the first quarter of fiscal year 2018 will have on our financial statements and disclosures. Accounting Standards Update No. 2016-13 – “ Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments ” (“ASU 2016-13”) In June 2016, the FASB issued ASU 2016-13, which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses. The update is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted for fiscal years beginning after December 15, 2018. We are evaluating the impact that ASU 2016-13, including the timing of implementation, will have on our financial statements and disclosures. Accounting Standards Update No. 2016-02 – “ Leases (Topic 842) ” (“ASU 2016-02”) In February 2016, the FASB issued ASU 2016-02 to increase transparency and comparability of information regarding an entity’s leasing activities by providing additional information to users of financial statements. ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. This update is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. Although we expect to adopt ASU 2016-02 in fiscal year 2019 and have commenced our implementation efforts, we continue to evaluate the impact that adoption of this accounting standards update will have on our financial statements and disclosures. Accounting Standards Update No. 2016-01 – “ Financial Instruments – Overall (Subtopic 825-10) ” (“ASU 2016-01”) In January 2016, the FASB issued ASU 2016-01, which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. For public business entities, the amendments in ASU 2016-01 will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We do not expect the adoption of ASU 2016-01 to have a material impact on our financial statements. Accounting Standards Update No. 2014-09 – “ Revenue from Contracts with Customers (Topic 606) ” (“ASU 2014-09”), as Amended In May 2014, the FASB issued ASU 2014-09, which, as amended, supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, as well as most industry-specific guidance, and significantly enhances comparability of revenue recognition practices across entities and industries by providing a principle-based, comprehensive framework for addressing revenue recognition issues. In order for a provider of promised goods or services to recognize as revenue the consideration that it expects to receive in exchange for the promised goods or services, the provider should apply the following five steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09, as amended, will be effective for annual reporting periods, and interim periods within those reporting periods, beginning after December 15, 2017. The new standard may be applied retrospectively or on a modified retrospective basis with the cumulative effect recognized on the date of adoption. We will adopt ASU 2014-09, as amended, commencing in fiscal year 2018, on a retrospective basis. Our analysis of the impact that adoption of this accounting standards update will have on our financial statements and disclosures is substantially complete, with the exception of accounting for the sale of vacation ownership products in our Asia Pacific and Europe segments. We expect adoption of ASU 2014-09 will result in the following with respect to the recognition of revenues from the sale of vacation ownership products within our North America segment: • alignment of our assessment of collectibility of the transaction price with our credit granting policies; • deferral of revenue recognition deemed collectible from expiration of the statutory rescission period to closing, when control of the vacation ownership product is transferred to the customer; • reclassification of revenues and incidental expenses from rental revenues and expenses to marketing and sales expenses; • no impact on sales reserve accounting; and • net presentation of certain sales incentives (e.g., Marriott Rewards Points). In addition, we expect to elect the practical expedient available in ASU 2014-09 to expense all marketing and sales costs as they are incurred. We expect no material changes to our consolidated financial reporting for resort management and other services revenues, financing revenues or rental revenues, other than as outlined above pertaining to reclassification of activity to different lines in our statements of income. We expect a material increase in our consolidated cost reimbursements revenues and cost reimbursements expenses, as all costs reimbursed to us by property owners’ associations will be reported on a gross basis upon adoption of ASU 2014-09. We are in the process of quantifying the impact of the adoption of ASU 2014-09 and will disclose additional detail on the impact of adoption of this accounting standards update in our 2017 Form 10-K. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES We file income tax returns with U.S. federal and state and non-U.S. jurisdictions and are subject to audits in these jurisdictions. Although we do not anticipate that a significant impact to our unrecognized tax benefit balance will occur during the next fiscal year, the amount of our liability for unrecognized tax benefits could change as a result of audits in these jurisdictions. Our total unrecognized tax benefit balance that, if recognized, would impact our effective tax rate, was $1.5 million at both September 30, 2017 and December 30, 2016 . |
VACATION OWNERSHIP NOTES RECEIV
VACATION OWNERSHIP NOTES RECEIVABLE | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
VACATION OWNERSHIP NOTES RECEIVABLE | VACATION OWNERSHIP NOTES RECEIVABLE The following table shows the composition of our vacation ownership notes receivable balances, net of reserves: ($ in thousands) At September 30, 2017 At December 30, 2016 Vacation ownership notes receivable — securitized $ 875,237 $ 717,543 Vacation ownership notes receivable — non-securitized Eligible for securitization (1) 44,907 98,508 Not eligible for securitization (1) 156,258 156,260 Subtotal 201,165 254,768 Total vacation ownership notes receivable $ 1,076,402 $ 972,311 _________________________ (1) Refer to Footnote No. 4, “Financial Instruments,” for discussion of eligibility of our vacation ownership notes receivable for securitization. The following tables show future principal payments, net of reserves, as well as interest rates for our non-securitized and securitized vacation ownership notes receivable at September 30, 2017 : ($ in thousands) Non-Securitized Vacation Ownership Notes Receivable Securitized Vacation Ownership Notes Receivable Total 2017, remaining $ 11,833 $ 25,594 $ 37,427 2018 37,988 97,634 135,622 2019 26,664 94,676 121,340 2020 21,575 96,259 117,834 2021 16,952 97,628 114,580 Thereafter 86,153 463,446 549,599 Balance at September 30, 2017 $ 201,165 $ 875,237 $ 1,076,402 Weighted average stated interest rate at September 30, 2017 11.2% 12.6% 12.3% Range of stated interest rates at September 30, 2017 0.0% to 18.0% 4.9% to 18.0% 0.0% to 18.0% We reflect interest income associated with vacation ownership notes receivable in our Statements of Income in the Financing revenues caption. The following table summarizes interest income associated with vacation ownership notes receivable: Quarter Ended Year to Date Ended September 30, 2017 September 9, 2016 September 30, 2017 September 9, 2016 ($ in thousands) (92 days) (84 days) (274 days) (252 days) Interest income associated with vacation ownership notes receivable — securitized $ 26,538 $ 22,908 $ 72,832 $ 65,300 Interest income associated with vacation ownership notes receivable — non-securitized 6,407 4,795 21,272 17,430 Total interest income associated with vacation ownership notes receivable $ 32,945 $ 27,703 $ 94,104 $ 82,730 We record an estimate of expected uncollectibility on all notes receivable from vacation ownership purchasers as a reduction of revenues from the sale of vacation ownership products at the time we recognize profit on a vacation ownership product sale. We fully reserve for all defaulted vacation ownership notes receivable in addition to recording a reserve on the estimated uncollectible portion of the remaining vacation ownership notes receivable. For those vacation ownership notes receivable that are not in default, we assess collectibility based on pools of vacation ownership notes receivable because we hold large numbers of homogeneous vacation ownership notes receivable. We use the same criteria to estimate uncollectibility for non-securitized vacation ownership notes receivable and securitized vacation ownership notes receivable because they perform similarly. We estimate uncollectibility for each pool based on historical activity for similar vacation ownership notes receivable. The following table summarizes the activity related to our vacation ownership notes receivable reserve for the 2017 first three quarters: ($ in thousands) Non-Securitized Vacation Ownership Notes Receivable Securitized Vacation Ownership Notes Receivable Total Balance at December 30, 2016 $ 56,628 $ 53,735 $ 110,363 Provision for loan losses 31,711 7,206 38,917 Securitizations (29,071 ) 29,071 — Clean-up of Warehouse Credit Facility (1) 3,995 (3,995 ) — Write-offs (35,264 ) — (35,264 ) Defaulted vacation ownership notes receivable repurchase activity (2) 22,356 (22,356 ) — Balance at September 30, 2017 $ 50,355 $ 63,661 $ 114,016 _________________________ (1) Refers to our voluntary repurchase of previously securitized non-defaulted vacation ownership notes receivable from our non-recourse warehouse credit facility (the “Warehouse Credit Facility”). (2) Decrease in securitized vacation ownership notes receivable reserve and increase in non-securitized vacation ownership notes receivable reserve was attributable to the transfer of the reserve when we voluntarily repurchased defaulted securitized vacation ownership notes receivable. Although we consider loans to owners to be past due if we do not receive payment within 30 days of the due date, we suspend accrual of interest only on those loans that are over 90 days past due. We consider loans over 150 days past due to be in default. We apply payments we receive for vacation ownership notes receivable on non-accrual status first to interest, then to principal and any remainder to fees. We resume accruing interest when vacation ownership notes receivable are less than 90 days past due. We do not accept payments for vacation ownership notes receivable during the foreclosure process unless the amount is sufficient to pay all past due principal, interest, fees and penalties owed and fully reinstate the note. We write off uncollectible vacation ownership notes receivable against the reserve once we receive title to the vacation ownership products through the foreclosure or deed-in-lieu process or, in Asia Pacific or Europe, when revocation is complete. For both non-securitized and securitized vacation ownership notes receivable, we estimated average remaining default rates of 7.18 percent and 7.09 percent as of September 30, 2017 and December 30, 2016 , respectively. A 0.5 percentage point increase in the estimated default rate would have resulted in an increase in our allowance for loan losses of $5.6 million and $5.0 million as of September 30, 2017 and December 30, 2016 , respectively. The following table shows our recorded investment in non-accrual vacation ownership notes receivable, which are vacation ownership notes receivable that are 90 days or more past due: ($ in thousands) Non-Securitized Vacation Ownership Notes Receivable Securitized Vacation Ownership Notes Receivable Total Investment in vacation ownership notes receivable on non-accrual status at September 30, 2017 $ 40,368 $ 5,618 $ 45,986 Investment in vacation ownership notes receivable on non-accrual status at December 30, 2016 $ 43,792 $ 6,687 $ 50,479 Average investment in vacation ownership notes receivable on non-accrual status during the 2017 third quarter $ 39,423 $ 6,304 $ 45,727 Average investment in vacation ownership notes receivable on non-accrual status during the 2016 third quarter $ 47,038 $ 8,278 $ 55,316 Average investment in vacation ownership notes receivable on non-accrual status during the 2017 first three quarters $ 42,080 $ 6,153 $ 48,233 Average investment in vacation ownership notes receivable on non-accrual status during the 2016 first three quarters $ 45,926 $ 7,296 $ 53,222 The following table shows the aging of the recorded investment in principal, before reserves, in vacation ownership notes receivable as of September 30, 2017 : ($ in thousands) Non-Securitized Vacation Ownership Notes Receivable Securitized Vacation Ownership Notes Receivable Total 31 – 90 days past due $ 5,751 $ 15,354 $ 21,105 91 – 150 days past due 4,297 5,618 9,915 Greater than 150 days past due 36,071 — 36,071 Total past due 46,119 20,972 67,091 Current 205,401 917,926 1,123,327 Total vacation ownership notes receivable $ 251,520 $ 938,898 $ 1,190,418 The following table shows the aging of the recorded investment in principal, before reserves, in vacation ownership notes receivable as of December 30, 2016 : ($ in thousands) Non-Securitized Vacation Ownership Notes Receivable Securitized Vacation Ownership Notes Receivable Total 31 – 90 days past due $ 7,780 $ 16,468 $ 24,248 91 – 150 days past due 3,981 6,687 10,668 Greater than 150 days past due 39,811 — 39,811 Total past due 51,572 23,155 74,727 Current 259,824 748,123 1,007,947 Total vacation ownership notes receivable $ 311,396 $ 771,278 $ 1,082,674 |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Investments, All Other Investments [Abstract] | |
FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS The following table shows the carrying values and the estimated fair values of financial assets and liabilities that qualify as financial instruments, determined in accordance with the authoritative guidance for disclosures regarding the fair value of financial instruments. Considerable judgment is required in interpreting market data to develop estimates of fair value. The use of different market assumptions and/or estimation methodologies could have a material effect on the estimated fair value amounts. The table excludes Cash and cash equivalents, Restricted cash, Accounts and contracts receivable, Accounts payable, Advance deposits and Accrued liabilities, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments. At September 30, 2017 At December 30, 2016 ($ in thousands) Carrying Amount Fair Value (1) Carrying Amount Fair Value (1) Vacation ownership notes receivable — securitized $ 875,237 $ 1,028,374 $ 717,543 $ 834,009 Vacation ownership notes receivable — non-securitized 201,165 207,592 254,768 269,161 Other assets 13,153 13,153 — — Total financial assets $ 1,089,555 $ 1,249,119 $ 972,311 $ 1,103,170 Non-recourse debt associated with vacation ownership notes receivable securitizations, net $ (895,405 ) $ (902,213 ) $ (729,188 ) $ (725,963 ) Convertible notes, net (190,739 ) (241,562 ) — — Non-interest bearing note payable, net (59,677 ) (59,677 ) — — Total financial liabilities $ (1,145,821 ) $ (1,203,452 ) $ (729,188 ) $ (725,963 ) _________________________ (1) Fair value of financial instruments, with the exception of other assets and convertible notes, has been determined using Level 3 inputs. Fair value of other assets and convertible notes that are financial instruments has been determined using Level 2 inputs. Vacation Ownership Notes Receivable We estimate the fair value of our securitized vacation ownership notes receivable using a discounted cash flow model. We believe this is comparable to the model that an independent third party would use in the current market. Our model uses default rates, prepayment rates, coupon rates and loan terms for our securitized vacation ownership notes receivable portfolio as key drivers of risk and relative value that, when applied in combination with pricing parameters, determine the fair value of the underlying vacation ownership notes receivable. Due to factors that impact the general marketability of our non-securitized vacation ownership notes receivable, as well as current market conditions, we bifurcate our vacation ownership notes receivable at each balance sheet date into those eligible and not eligible for securitization using criteria applicable to current securitization transactions in the asset-backed securities (“ABS”) market. Generally, vacation ownership notes receivable are considered not eligible for securitization if any of the following attributes are present: (1) payments are greater than 30 days past due; (2) the first payment has not been received; or (3) the collateral is located in Asia or Europe. In some cases, eligibility may also be determined based on the credit score of the borrower, the remaining term of the loans and other similar factors that may reflect investor demand in a securitization transaction or the cost to effectively securitize the vacation ownership notes receivable. The following table shows the bifurcation of our non-securitized vacation ownership notes receivable into those eligible and not eligible for securitization based upon the aforementioned eligibility criteria: At September 30, 2017 At December 30, 2016 ($ in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Vacation ownership notes receivable Eligible for securitization $ 44,907 $ 51,334 $ 98,508 $ 112,901 Not eligible for securitization 156,258 156,258 156,260 156,260 Total non-securitized $ 201,165 $ 207,592 $ 254,768 $ 269,161 We estimate the fair value of the portion of our non-securitized vacation ownership notes receivable that we believe will ultimately be securitized in the same manner as securitized vacation ownership notes receivable. We value the remaining non-securitized vacation ownership notes receivable at their carrying value, rather than using our pricing model. We believe that the carrying value of these particular vacation ownership notes receivable approximates fair value because the stated interest rates of these loans are consistent with current market rates and the reserve for these vacation ownership notes receivable appropriately accounts for risks in default rates, prepayment rates, discount rates and loan terms. Other Assets We estimate the fair value of our other assets that are financial instruments using Level 2 inputs. These assets consist of COLI policies held in a rabbi trust. The carrying value of the COLI policies is equal to their cash surrender value. Non-Recourse Debt Associated with Securitized Vacation Ownership Notes Receivable We generate cash flow estimates by modeling all bond tranches for our active vacation ownership notes receivable securitization transactions, with consideration for the collateral specific to each tranche. The key drivers in our analysis include default rates, prepayment rates, bond interest rates and other structural factors, which we use to estimate the projected cash flows. In order to estimate market credit spreads by rating, we obtain indicative credit spreads from investment banks that actively issue and facilitate the market for vacation ownership securities and determine an average credit spread by rating level of the different tranches. We then apply those estimated market spreads to swap rates in order to estimate an underlying discount rate for calculating the fair value of the active bonds payable. Convertible Notes We estimate the fair value of our Convertible Notes (as defined in Footnote No. 9, “Debt,”) based on quoted market prices as of the last trading day for the 2017 third quarter; however these notes have only a limited trading volume and as such this fair value estimate is not necessarily the value at which they could be retired or transferred. We concluded that this fair value measurement should be categorized within Level 2. Non-Interest Bearing Note Payable The carrying value of our non-interest bearing note payable issued in connection with the acquisition of vacation ownership units located on the Big Island of Hawaii approximates fair value, because the imputed interest rate used to discount this note payable is consistent with current market rates. See Footnote No. 5, “Acquisitions and Dispositions,” and Footnote No. 9, “Debt,” for additional information on this transaction. |
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND DISPOSITIONS | ACQUISITIONS AND DISPOSITIONS Acquisitions Bali, Indonesia During the 2017 third quarter, we acquired 51 completed vacation ownership units, as well as a sales gallery and related amenities and infrastructure, located in Bali, Indonesia for $23.8 million . The transaction was accounted for as an asset acquisition with the purchase price allocated to Inventory ( $21.7 million ) and Property and equipment ( $2.1 million ). Marco Island, Florida During the 2017 second quarter, we acquired 36 completed vacation ownership units located at our resort in Marco Island, Florida for $33.6 million . The transaction was accounted for as an asset acquisition with all of the purchase price allocated to Property and equipment. To ensure consistency with the expected related future cash flow presentation, the cash purchase price was included as an operating activity in the Purchase of vacation ownership units for future transfer to inventory line on our Cash Flows. See Footnote No. 8, “Contingencies and Commitments,” for information on our remaining commitment related to this property. Big Island of Hawaii During the 2017 second quarter, we acquired 112 completed vacation ownership units located on the Big Island of Hawaii. The transaction was accounted for as an asset acquisition with all of the purchase price allocated to Inventory. As consideration for the acquisition, we paid $27.3 million in cash, settled a $0.5 million note receivable from the seller on a non-cash basis, and issued a non-interest bearing note payable for $63.6 million . See Footnote No. 9, “Debt,” for information on the non-interest bearing note payable. Miami Beach, Florida During the 2016 first quarter, we completed the acquisition of an operating property located in the South Beach area of Miami Beach, Florida for $23.5 million . The acquisition was treated as a business combination, accounted for using the acquisition method of accounting and included within Operating activities on our Cash Flows. As consideration for the acquisition, we paid $23.5 million in cash; the value of the acquired property was allocated to Inventory. We rebranded this property as Marriott Vacation Club Pulse, South Beach and converted it, in its entirety, into vacation ownership inventory. Dispositions San Francisco, California During the 2016 second quarter, we disposed of 19 residential units located at The Ritz-Carlton Club and Residences, San Francisco (the “RCC San Francisco”) for gross cash proceeds of $19.5 million . We accounted for the sale under the full accrual method in accordance with the authoritative guidance on accounting for sales of real estate and recorded a gain of $10.5 million in the Gains and other income line on our Statements of Income for the 2016 first three quarters. Surfers Paradise, Australia During 2015, we completed the acquisition of an operating property located in Surfers Paradise, Australia. During the 2016 second quarter, we disposed of the portion of this operating property that we did not intend to convert into vacation ownership inventory for gross cash proceeds of AUD $70.5 million ( $50.9 million ). We accounted for the sale under the full accrual method in accordance with the authoritative guidance on accounting for sales of real estate. As part of the disposition, we guaranteed the net operating income of this portion of the operating property through 2021 up to a specified maximum of AUD $2.9 million ( $2.3 million ), which was recorded as a deferred gain in the Other line within liabilities on our balance sheet. We recognized a loss, inclusive of the deferred gain, of AUD $1.4 million ( $1.0 million ) in connection with the sale, which was recorded in the Gains and other income line on the Statement of Income for the 2016 first three quarters. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per common share is calculated by dividing net income attributable to common shareholders by the weighted average number of shares of common stock outstanding during the reporting period. Treasury stock is excluded from the weighted average number of shares of common stock outstanding. Diluted earnings per common share is calculated to give effect to all potentially dilutive common shares that were outstanding during the reporting period. The dilutive effect of outstanding equity-based compensation awards is reflected in diluted earnings per common share by application of the treasury stock method using average market prices during the period. Our calculation of diluted earnings per share reflects our intent to settle conversions of the Convertible Notes (as defined in Footnote No. 9, “Debt”) through a combination settlement, which contemplates repayment in cash of the principal amount and repayment in shares of our common stock of any excess of the conversion value over the principal amount (the “conversion premium”). Therefore, we will include only the shares that may be issued with respect to any conversion premium in total dilutive weighted average shares outstanding, which we calculate using the treasury stock method. As no conversion premium existed as of September 30, 2017, there was no dilutive impact from the Convertible Notes for the 2017 third quarter or the 2017 first three quarters. The shares issuable on exercise of the Warrants (as defined in Footnote No. 9, “Debt”) sold in connection with the issuance of the Convertible Notes will not impact the total dilutive weighted average shares outstanding unless and until the price of our common stock exceeds the strike price of $176.68 , as described in Footnote No. 9, “Debt.” If and when the price of our common stock exceeds the strike price of the Warrants, we will include the dilutive effect of the additional shares that may be issued upon exercise of the Warrants in total dilutive weighted average shares outstanding, which we calculate using the treasury stock method. The Convertible Note Hedges (as defined in Footnote No. 9, “Debt”) purchased in connection with the issuance of the Convertible Notes are considered to be anti-dilutive and will not impact our calculation of diluted earnings per share. The table below illustrates the reconciliation of the earnings and number of shares used in our calculation of basic and diluted earnings per share. Quarter Ended Year to Date Ended September 30, 2017 (1) September 9, 2016 (2) September 30, 2017 (1) September 9, 2016 (2) (in thousands, except per share amounts) (92 days) (84 days) (274 days) (252 days) Computation of Basic Earnings Per Share Net income $ 40,762 $ 26,807 $ 118,738 $ 87,524 Shares for basic earnings per share 27,090 27,152 27,219 28,207 Basic earnings per share $ 1.50 $ 0.99 $ 4.36 $ 3.10 Computation of Diluted Earnings Per Share Net income $ 40,762 $ 26,807 $ 118,738 $ 87,524 Shares for basic earnings per share 27,090 27,152 27,219 28,207 Effect of dilutive shares outstanding Employee stock options and SARs 403 356 440 366 Restricted stock units 220 172 199 145 Shares for diluted earnings per share 27,713 27,680 27,858 28,718 Diluted earnings per share $ 1.47 $ 0.97 $ 4.26 $ 3.05 _________________________ (1) The computations of diluted earnings per share exclude approximately 289,000 shares of common stock, the maximum number of shares issuable as of September 30, 2017 upon the vesting of certain performance-based awards, because the performance conditions required to be met for the shares subject to such awards to vest were not achieved by the end of the reporting period. (2) The computations of diluted earnings per share exclude approximately 254,000 shares of common stock, the maximum number of shares issuable as of September 9, 2016 upon the vesting of certain performance-based awards, because the performance conditions required to be met for the shares subject to such awards to vest were not achieved by the end of the reporting period. In accordance with the applicable accounting guidance for calculating earnings per share, for the 2017 third quarter and the 2017 first three quarters, our calculation of diluted earnings per share included shares underlying stock appreciation rights (“SARs”) that may be settled in shares of common stock, because the exercise prices of such SARs were less than or equal to the average market prices for the applicable period. For the 2016 third quarter and the 2016 first three quarters, we excluded from our calculation of diluted earnings per share 62,018 shares underlying SARs that may be settled in shares of common stock because the exercise price of $77.42 of such SARs was greater than the average market price for the applicable period. |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY The following table shows the composition of our inventory balances: ($ in thousands) At September 30, 2017 At December 30, 2016 Finished goods (1) $ 390,383 $ 337,949 Work-in-progress 1,964 39,486 Land and infrastructure (2) 338,149 330,728 Real estate inventory 730,496 708,163 Operating supplies and retail inventory 4,576 4,373 $ 735,072 $ 712,536 _________________________ (1) Represents completed inventory that is either registered for sale as vacation ownership interests, or unregistered and available for sale in its current form. (2) Includes $66.0 million of inventory related to estimated future foreclosures at September 30, 2017 . We value vacation ownership and residential products at the lower of cost or fair market value less costs to sell, in accordance with applicable accounting guidance, and we record operating supplies at the lower of cost (using the first-in, first-out method) or net realizable value. During the 2017 and 2016 first three quarters, product cost true-up activity relating to vacation ownership products increased carrying values of inventory by $1.0 million and $12.2 million , respectively. In addition to the above, at September 30, 2017 , we had $49.1 million of completed vacation ownership units which 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. Furthermore, at September 30, 2017 , we also had $305.8 million of commitments to acquire completed vacation ownership units as discussed below in Footnote No. 8, “Contingencies and Commitments.” |
CONTINGENCIES AND COMMITMENTS
CONTINGENCIES AND COMMITMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES AND COMMITMENTS | CONTINGENCIES AND COMMITMENTS Commitments and Letters of Credit As of September 30, 2017 , we had the following commitments outstanding: • We have various contracts for the use of information technology hardware and software that we use in the normal course of business. Our aggregate commitments under these contracts were $26.6 million , of which we expect $4.9 million , $12.9 million , $5.3 million , $1.3 million , $0.8 million and $1.4 million will be paid in 2017, 2018, 2019, 2020, 2021 and thereafter, respectively. • We have a commitment to purchase an operating property located in New York, New York for $ 158.5 million , of which $7.2 million is attributed to a related capital lease arrangement and recorded in Debt. We expect to acquire the units in the property in their current form, over time. We currently manage this property, which we have rebranded as Marriott Vacation Club Pulse, New York City. See Footnote No. 12, “Variable Interest Entities,” for additional information on this transaction. As of the end of the 2017 third quarter, we had expected to make payments for these units of $96.8 million and $61.7 million in 2018 and 2019, respectively. Subsequent to the 2017 third quarter, we amended the terms of this commitment and, as a result, we expect to make payments of $108.5 million and $61.7 million in 2019 and 2020, respectively, for these units. • We have a commitment to purchase 88 vacation ownership units located in Bali, Indonesia for use in our Asia Pacific segment, contingent upon completion of construction to agreed-upon standards within specified timeframes. We expect to complete the acquisition in 2019 and to make payments with respect to these units when specific construction milestones are completed, as follows: $7.8 million in 2017, $5.9 million in 2018 and $25.4 million in 2019. • We have a remaining commitment to purchase vacation ownership units located at our resort in Marco Island, Florida for $108.2 million , which we expect will be paid as follows: $ 23.7 million in 2018 and $ 84.5 million in 2019. See Footnote No. 5, “Acquisitions and Dispositions,” and Footnote No. 12, “Variable Interest Entities,” for additional information on this transaction. • In addition to those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 30, 2016 , we have operating lease commitments that expire in 2029 . Our aggregate minimum lease payments under these contracts are $17.5 million , of which we expect $0.1 million , $0.4 million , $1.7 million , $1.7 million , $1.9 million and $11.7 million will be paid in 2017, 2018, 2019, 2020, 2021 and thereafter, respectively. Surety bonds issued as of September 30, 2017 totaled $37.7 million , the majority of which were requested by federal, state or local governments in connection with our operations. Additionally, as of September 30, 2017 , we had $4.6 million of letters of credit outstanding under our $250.0 million revolving credit facility (the “Revolving Corporate Credit Facility”). Loss Contingencies In April 2013, Krishna and Sherrie Narayan and other owners of 12 residential units (owners of two of which subsequently agreed to release their claims) at the resort formerly known as The Ritz-Carlton Club & Residences, Kapalua Bay (“Kapalua Bay”) filed an amended complaint in Circuit Court for Maui County, Hawaii against us, certain of our subsidiaries, Marriott International, certain of its subsidiaries, and the joint venture in which we have an equity investment that developed and marketed vacation ownership and residential products at Kapalua Bay (the “Joint Venture”). In the original complaint, the plaintiffs alleged that defendants mismanaged funds of the residential owners association (the “Kapalua Bay Association”), created a conflict of interest by permitting their employees to serve on the Kapalua Bay Association’s board, and failed to disclose documents to which the plaintiffs were allegedly entitled. The amended complaint alleges breach of fiduciary duty, violations of the Hawaii Unfair and Deceptive Trade Practices Act and the Hawaii condominium statute, intentional misrepresentation and concealment, unjust enrichment and civil conspiracy. The relief sought in the amended complaint includes injunctive relief, repayment of all sums paid to us and our subsidiaries and Marriott International and its subsidiaries, compensatory and punitive damages, and treble damages under the Hawaii Unfair and Deceptive Trade Practices Act. We filed a motion in the Circuit Court to compel arbitration of plaintiffs’ claims. That motion was denied, but on appeal the Hawaii Intermediate Court of Appeals reversed. The Hawaii Supreme Court reversed the decision of the Intermediate Court of Appeals and reinstated the action in Circuit Court, which set the case for trial. We filed a petition with the United States Supreme Court seeking review of the Hawaii Supreme Court’s decision. In January 2016, the U.S. Supreme Court issued an order vacating the Hawaii Supreme Court’s decision and remanding the case with instructions to reconsider its ruling in light of a recent U.S. Supreme Court decision reiterating the obligation of courts to enforce arbitration agreements. On July 14, 2017, the Hawaii Supreme Court issued a decision reaffirming its prior ruling and remanding the case to the Circuit Court for trial. Our motion for reconsideration of that decision was denied on August 9, 2017. We dispute the material allegations in the amended complaint and continue to defend against the action vigorously. Given the inherent uncertainties of litigation, we cannot estimate a range of the potential liability, if any, at this time. In June 2013, Earl C. and Patricia A. Charles, owners of a fractional interest at Kapalua Bay, together with owners of 38 other fractional interests (owners of two of which subsequently agreed to release their claims) at Kapalua Bay, filed an amended complaint in the Circuit Court of the Second Circuit for the State of Hawaii against us, certain of our subsidiaries, Marriott International, certain of its subsidiaries, the Joint Venture, and other entities that have equity investments in the Joint Venture. The plaintiffs allege that the defendants failed to disclose the financial condition of the Joint Venture and the commitment of the defendants to the Joint Venture, and that defendants’ actions constituted fraud and violated the Hawaii Unfair and Deceptive Trade Practices Act, the Hawaii Condominium Property Act and the Hawaii Time Sharing Plans statute. The relief sought includes compensatory and punitive damages, attorneys’ fees, pre-judgment interest, declaratory relief, rescission and treble damages under the Hawaii Unfair and Deceptive Trade Practices Act. The complaint was subsequently further amended to add owners of two additional fractional interests as plaintiffs. The Circuit Court granted our motion to compel arbitration of the claims asserted by the plaintiffs. Plaintiffs appealed that decision to the Hawaii Intermediate Court of Appeals and also initiated arbitration. In July 2015, the Intermediate Court of Appeals reversed the decision of the Circuit Court and directed that the action be reinstated in the Circuit Court, based on the Hawaii Supreme Court’s decision in the Narayan case discussed above. On October 10, 2017, following the most recent action of the Hawaii Supreme Court in the Narayan case, the Circuit Court set the Charles case for trial beginning in January 2019. We dispute the material allegations in the amended complaint and intend to defend against the action vigorously. Given the early stages of the action and the inherent uncertainties of litigation, we cannot estimate a range of the potential liability, if any, at this time. In May 2015, we and certain of our subsidiaries were named as defendants in an action filed in the Superior Court of San Francisco County, California, by William and Sharon Petrick and certain other present and former owners of 69 fractional interests at the RCC San Francisco. The plaintiffs allege that the affiliation of the RCC San Francisco with our points-based Marriott Vacation Club Destinations (“MVCD”) program, certain alleged sales practices, and other acts we and the other defendants allegedly took caused an actionable decrease in the value of their fractional interests. The relief sought includes, among other things, compensatory and punitive damages, rescission, and pre- and post-judgment interest. Plaintiffs filed an amended complaint in April 2016. We filed a motion to dismiss, which the Court granted in part and denied in part on September 13, 2017. The Court also granted leave to plaintiffs to file a second amended complaint, which plaintiffs filed on October 17, 2017. We dispute the plaintiffs’ material allegations and intend to defend against the action vigorously. Given the early stages of the action and the inherent uncertainties of litigation, we cannot estimate a range of the potential liability, if any, at this time. In March 2017, RCHFU, L.L.C. and other owners of 232 fractional interests at The Ritz-Carlton Club, Aspen Highlands (“RCC Aspen Highlands”) served an amended complaint in an action pending in the court against us, certain of our subsidiaries, and other third party defendants. The U.S. District Court for the District of Colorado has ordered that no further amendments will be permitted. The amended complaint alleges that the plaintiffs’ fractional interests were devalued by the affiliation of RCC Aspen Highlands and other Ritz-Carlton Clubs with our points-based MVCD program. The relief sought includes, among other things, unspecified damages, pre- and post-judgment interest, and attorneys’ fees. We filed a motion to dismiss the amended complaint, which remains pending. We dispute the plaintiffs’ material allegations and intend to defend against the action vigorously. Given the early stages of the action and the inherent uncertainties of litigation, we cannot estimate a range of the potential liability, if any, at this time. In May 2016, we, certain of our subsidiaries, and other third parties were named as defendants in an action filed in the U.S. District Court for the Middle District of Florida by Anthony and Beth Lennen. The case is filed as a putative class action; the plaintiffs seek to represent a class consisting of themselves and all other purchasers of MVCD points, from inception of the MVCD program in June 2010 to the present, as well as all individuals who own or have owned weeks in any resorts for which weeks have been added to the MVCD program. Plaintiffs challenge the characterization of the beneficial interests in the MVCD trust that are sold to customers as real estate interests under Florida law. They also challenge the structure of the trust and associated operational aspects of the trust product. The relief sought includes, among other things, declaratory relief, an unwinding of the MVCD product, and punitive damages. On September 15, 2016, we filed a motion to dismiss the complaint and a motion to stay the case pending referral of certain questions to Florida state regulators. On September 27, 2017, the Court granted the motion to dismiss and denied the motion to stay. The Court granted leave to plaintiffs to file an amended complaint, which plaintiffs filed on October 25, 2017. We dispute the plaintiffs’ material allegations and intend to defend against the action vigorously. Given the early stages of the action and the inherent uncertainties of litigation, we cannot estimate a range of the potential liability, if any, at this time. Other In September 2017, over 20 of our properties were impacted by Hurricane Irma and Hurricane Maria and, as a result, we have accrued $1.7 million of expense for the estimated property damage insurance deductibles, which was recorded in the Gains and other income, net line on the Statement of Income. During 2016, our properties in Hilton Head and Myrtle Beach, South Carolina were temporarily closed as a result of damage from Hurricane Matthew. In the 2017 third quarter, we received $8.7 million in net insurance proceeds related to the settlement of business interruption insurance claims arising from Hurricane Matthew, which were recorded in the Gains and other income line on the Statement of Income. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following table provides detail on our debt balances, net of unamortized debt discount and issuance costs: ($ in thousands) At September 30, 2017 At December 30, 2016 Vacation ownership notes receivable securitizations, gross (1) $ 906,701 $ 738,362 Unamortized debt issuance costs (11,296 ) (9,174 ) 895,405 729,188 Convertible notes, gross (2) 230,000 — Unamortized debt discount and issuance costs (39,261 ) — 190,739 — Non-interest bearing note payable 63,558 — Unamortized debt discount (3) (3,881 ) — 59,677 — Other debt, gross 196 834 Unamortized debt issuance costs (16 ) (19 ) 180 815 Capital leases 7,221 7,221 $ 1,153,222 $ 737,224 _________________________ (1) Interest rates as of September 30, 2017 range from 2.2% to 6.3% with a weighted average interest rate of 2.5% . (2) The effective interest rate as of September 30, 2017 was 4.7% . (3) Debt discount based on imputed interest rate of 6.0% . See Footnote No. 12, “Variable Interest Entities,” for a discussion of the collateral for the non-recourse debt associated with the securitized vacation ownership notes receivable and our Warehouse Credit Facility. The following table shows scheduled future principal payments for our debt as of September 30, 2017 : ($ in thousands) Vacation Ownership Notes Receivable Securitizations (1) Convertible Notes Non-Interest Bearing Note Payable Other Debt Capital Leases Total Debt Principal Payments Year 2017, remaining $ 26,213 $ — $ — $ 4 $ — $ 26,217 2018 98,949 — 32,680 4 7,221 138,854 2019 96,249 — 30,878 4 — 127,131 2020 98,215 — — 5 — 98,220 2021 99,010 — — 5 — 99,015 Thereafter 488,065 230,000 — 174 — 718,239 $ 906,701 $ 230,000 $ 63,558 $ 196 $ 7,221 $ 1,207,676 _________________________ (1) The debt associated with our vacation ownership notes receivable securitizations is non-recourse to us. As the contractual terms of the underlying securitized vacation ownership notes receivable determine the maturities of the non-recourse debt associated with them, actual maturities may occur earlier than shown above due to prepayments by the vacation ownership notes receivable obligors. We paid cash for interest, net of amounts capitalized, of $15.6 million and $14.6 million in the 2017 first three quarters and the 2016 first three quarters, respectively. Debt Associated with Vacation Ownership Notes Receivable Securitizations During the 2017 third quarter, we completed the securitization of a pool of $360.8 million of vacation ownership notes receivable. In connection with the securitization, investors purchased in a private placement $350.0 million in vacation ownership loan backed notes from the MVW Owner Trust 2017-1 (the “2017-1 Trust”). Three classes of vacation ownership loan backed notes were issued by the 2017-1 Trust: $276.0 million of Class A Notes, $46.9 million of Class B Notes and $27.1 million of Class C Notes. The Class A Notes have an interest rate of 2.42 percent, the Class B Notes have an interest rate of 2.75 percent and the Class C Notes have an interest rate of 2.99 percent, for an overall weighted average interest rate of 2.51 percent. Each of the transactions in which we have securitized vacation ownership notes receivable contains various triggers relating to the performance of the underlying vacation ownership notes receivable. If a pool of securitized vacation ownership notes receivable fails to perform within the pool’s established parameters (default or delinquency thresholds vary by transaction), transaction provisions effectively redirect the monthly excess spread we would otherwise receive from that pool (attributable to the interests we retained) to accelerate the principal payments to investors (taking into account the subordination of the different tranches to the extent there are multiple tranches) until the performance trigger is cured. During the 2017 first three quarters, and as of September 30, 2017 , no securitized vacation ownership notes receivable pools were out of compliance with their respective established parameters. As of September 30, 2017 , we had 8 securitized vacation ownership notes receivable pools outstanding. Convertible Notes During the 2017 third quarter, we issued $230.0 million aggregate principal amount of our 1.50% Convertible Senior Notes due 2022 (the “Convertible Notes”), which included the exercise in full of the over-allotment option we granted to the initial purchasers of the Convertible Notes to purchase up to an additional $30.0 million aggregate principal amount of Convertible Notes. The Convertible Notes are governed by an indenture dated September 25, 2017 (the “Indenture”) between us and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). We received net proceeds from the offering of approximately $223.7 million after adjusting for debt issuance costs, including the discount to the initial purchasers. The Convertible Notes bear interest at a rate of 1.50 percent, payable in cash semi-annually on March 15 and September 15 of each year beginning on March 15, 2018. The Convertible Notes mature on September 15, 2022, unless repurchased or converted in accordance with their terms prior to that date. On or after June 15, 2022, and until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Convertible Notes at their option. The Convertible Notes are convertible at an initial rate of 6.7482 shares of common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $148.19 per share of our common stock). The conversion rate is subject to adjustment for certain events as described in the Indenture. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. It is our intent to settle conversions of the Convertible Notes through combination settlement, which contemplates repayment in cash of the principal amount and repayment in shares of our common stock of any excess of the conversion value over the principal amount. Holders may convert their Convertible Notes prior to June 15, 2022 only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on December 31, 2017 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 percent of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of that five consecutive trading day period was less than 98 percent of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or • upon the occurrence of specified corporate events as described in the Indenture. We may not redeem the Convertible Notes prior to their maturity date, and no sinking fund is provided for them. If we undergo a fundamental change, as described in the Indenture, subject to certain conditions, holders may require us to repurchase for cash all or any portion of their Convertible Notes. The repurchase price as a result of a fundamental change is equal to 100 percent of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. If certain fundamental changes referred to in the Indenture as make-whole fundamental changes occur, the conversion rate applicable to the Convertible Notes may increase. The Convertible Notes are our general senior unsecured obligations, ranking senior in right of payment to any future debt that is expressly subordinated in right of payment to the Convertible Notes and equally in right of payment with all of our existing and future liabilities that are not so subordinated. The Convertible Notes are effectively subordinated to all of our existing and future secured debt to the extent of the value of the assets securing such debt. The Convertible Notes are structurally subordinated to all of the existing and future liabilities and obligations of our subsidiaries. The Convertible Notes are not guaranteed by any of our subsidiaries. There are no financial or operating covenants related to the Convertible Notes. The Indenture contains customary events of default with respect to the Convertible Notes and provides that upon the occurrence and continuation of certain events of default, the Trustee or the holders of at least 25 percent in aggregate principal amount of the Convertible Notes then outstanding, may declare all principal of, and accrued and any unpaid interest on, the Convertible Notes then outstanding to be immediately due and payable. In case of certain events of bankruptcy or insolvency involving the Company or certain of its subsidiaries, all of the principal of and accrued and unpaid interest on the Convertible Notes will automatically become immediately due and payable. In accounting for the issuance of the Convertible Notes, we separated the Convertible Notes into liability and equity components. We allocated $196.8 million of the Convertible Notes to the liability component, and $33.2 million to the equity component. The excess of the principal amount of the liability component over its carrying amount is amortized to interest expense over the term of the Convertible Notes using the effective interest method. The equity component will not be remeasured as long as it continues to meet the conditions for equity classification. We incurred issuance costs of $7.3 million related to the Convertible Notes. Issuance costs were allocated to the liability and equity components based on their relative values. Issuance costs attributable to the liability component are being amortized to interest expense over the term of the Convertible Notes, and issuance costs attributable to the equity component are included along with the equity component in stockholders' equity. The following table shows the net carrying value of the Convertible Notes at September 30, 2017: ($ in thousands) Liability component Principal amount $ 230,000 Unamortized debt discount (33,076 ) Unamortized debt issuance costs (6,185 ) $ 190,739 Equity component, net of issuance costs $ 32,573 The following table shows the total interest expense related to the Convertible Notes for the 2017 third quarter and the 2017 first three quarters: ($ in thousands) Contractual interest expense $ 58 Amortization of debt discount 148 Amortization of debt issuance costs 26 $ 232 Convertible Note Hedges and Warrants In connection with the offering of the Convertible Notes, we entered into privately-negotiated convertible note hedge transactions with respect to our common stock with two counterparties on each of September 20, 2017 and September 21, 2017 (“Convertible Note Hedges”), covering a total of approximately 1.55 million shares of our common stock at a cost of $33.2 million . The Convertible Note Hedges are subject to anti-dilution provisions substantially similar to those of the Convertible Notes, have a strike price that initially corresponds to the initial conversion price of the Convertible Notes, are exercisable by us upon any conversion under the Convertible Notes, and expire when the Convertible Notes mature. The cost of the Convertible Note Hedges is expected to be tax deductible as an original issue discount over the life of the Convertible Notes, as the Convertible Notes and the Convertible Note Hedges represent an integrated debt instrument for tax purposes. The cost of the Convertible Note Hedges was recorded as a reduction of Additional paid-in capital on our Balance Sheet as of September 30, 2017. Concurrently with the entry into the Convertible Note Hedges, we separately entered into privately-negotiated warrant transactions (the “Warrants”), whereby we sold to the counterparties to the Convertible Note Hedges warrants to acquire, collectively, subject to anti-dilution adjustments, approximately 1.55 million shares of our common stock at an initial strike price of $176.68 per share. We received aggregate proceeds of approximately $20.3 million from the sale of the Warrants to the counterparties. Taken together, the Convertible Note Hedges and the Warrants are generally expected to reduce the potential dilution to our common stock (or, in the event the conversion of the Convertible Notes is settled in cash, to reduce our cash payment obligation) in the event that at the time of conversion our stock price exceeds the conversion price under the Convertible Notes and to effectively increase the overall conversion price from $148.19 (or a conversion premium of 30 percent ) to $176.68 per share (or a conversion premium of 55 percent ). The Warrants will expire in ratable portions on a series of expiration dates commencing on December 15, 2022. The proceeds from the issuance of the Warrants were recorded as an increase to Additional paid-in capital on our Balance Sheet as of September 30, 2017. The Convertible Notes, the Convertible Note Hedges and the Warrants are transactions that are separate from each other. Holders of any such instrument have no rights with respect to the other instruments. As of September 30, 2017, no Convertible Note Hedges or Warrants have been exercised. Revolving Corporate Credit Facility During the 2017 third quarter, we terminated our $200.0 million revolving credit facility (the “Previous Revolving Corporate Credit Facility”) and entered into a new Revolving Corporate Credit Facility with a borrowing capacity of $250.0 million , including a letter of credit sub-facility of $30.0 million , that terminates on August 16, 2022. All outstanding cash borrowings under our Previous Revolving Corporate Credit Facility were repaid in full prior to termination. The Revolving Corporate Credit Facility will provide support for our business, including ongoing liquidity and letters of credit. Borrowings under this facility generally bear interest at a floating rate plus an applicable margin that varies from 0.50 percent to 2.75 percent depending on the type of loan and our credit rating. In addition, we pay a commitment fee on the unused availability under the Revolving Corporate Credit Facility at a rate that varies from 20 basis points per annum to 40 basis points per annum, also depending on our credit rating. No cash borrowings were outstanding as of September 30, 2017 under our Revolving Corporate Credit Facility. Any amounts borrowed under that facility, as well as obligations with respect to letters of credit issued pursuant to that facility, are secured by a perfected first priority security interest in substantially all of the assets of the borrower under, and guarantors of, that facility (which include Marriott Vacations Worldwide and each of our direct and indirect, existing and future, domestic subsidiaries, excluding certain bankruptcy remote special purpose subsidiaries), in each case including inventory, subject to certain exceptions. As of September 30, 2017, we were in compliance with the applicable financial and operating covenants under the Revolving Credit Facility. Warehouse Credit Facility The Warehouse Credit Facility, which has a borrowing capacity of $250.0 million , allows for the securitization of vacation ownership notes receivable on a non-recourse basis. During the 2017 third quarter, we amended certain agreements associated with this facility (the “Warehouse Amendment”). The Warehouse Amendment requires us to comply with the financial covenants in the Revolving Corporate Credit Facility and eliminates the requirement to comply with the covenants contained in the Previous Revolving Corporate Credit Facility. The Warehouse Amendment did not modify the borrowing capacity or the term of the Warehouse Credit Facility. The Warehouse Credit Facility terminates on March 7, 2019 and if not renewed, any amounts outstanding thereunder would become due and payable 13 months after termination, at which time all principal and interest collected with respect to the vacation ownership notes receivable held in the Warehouse Credit Facility would be redirected to the lenders to pay down the outstanding debt under the facility. The advance rate for vacation ownership notes receivable securitized using the Warehouse Credit Facility varies based on the characteristics of the securitized vacation ownership notes receivable. We also pay unused facility and other fees under the Warehouse Credit Facility. During the 2017 second quarter, we securitized vacation ownership notes receivable under our Warehouse Credit Facility. The carrying amount of the vacation ownership notes receivable securitized was $59.1 million . The advance rate was 85 percent, which resulted in gross proceeds of $50.3 million . Net proceeds were $50.0 million due to the funding of reserve accounts in the amount of $0.3 million . As of September 30, 2017, there were no cash borrowings outstanding under our Warehouse Credit Facility. We generally expect to securitize our vacation ownership notes receivable, including any vacation ownership notes receivable held in the Warehouse Credit Facility, in the ABS market once per year. Non-Interest Bearing Note Payable During the 2017 second quarter, we issued a non-interest bearing note payable in connection with the acquisition of vacation ownership units located on the Big Island of Hawaii. See Footnote No. 5, “Acquisitions and Dispositions,” for additional information regarding this transaction. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS’ EQUITY Marriott Vacations Worldwide has 100,000,000 authorized shares of common stock, par value of $ 0.01 per share. At September 30, 2017 , there were 36,857,186 shares of Marriott Vacations Worldwide common stock issued, of which 26,494,047 shares were outstanding and 10,363,139 shares were held as treasury stock. At December 30, 2016 , there were 36,633,868 shares of Marriott Vacations Worldwide common stock issued, of which 26,990,306 shares were outstanding and 9,643,562 shares were held as treasury stock. Marriott Vacations Worldwide has 2,000,000 authorized shares of preferred stock, par value of $ 0.01 per share, none of which were issued or outstanding as of September 30, 2017 or December 30, 2016 . The following table details changes in shareholders’ equity during three quarters ended September 30, 2017 : ($ in thousands) Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Income Retained Earnings Total Equity Balance at December 30, 2016 $ 366 $ (606,631 ) $ 1,162,283 $ 5,460 $ 346,341 $ 907,819 Impact of adoption of ASU 2016-09 — — 371 — (371 ) — Opening balance 2017 366 (606,631 ) 1,162,654 5,460 345,970 907,819 Net income — — — — 118,738 118,738 Foreign currency translation adjustments — — — 11,626 — 11,626 Derivative instrument adjustment — — — 70 — 70 Amounts related to share-based compensation 3 — 1,933 — — 1,936 Repurchase of common stock — (83,067 ) — — — (83,067 ) Dividends — — — — (28,512 ) (28,512 ) Equity component of convertible notes, net of issuance costs — — 32,573 — — 32,573 Purchase of convertible note hedges — — (33,235 ) — — (33,235 ) Issuance of warrants — — 20,332 — — 20,332 Employee stock plan issuance — 564 378 — — 942 Balance at September 30, 2017 $ 369 $ (689,134 ) $ 1,184,635 $ 17,156 $ 436,196 $ 949,222 Share Repurchase Program The following table summarizes share repurchase activity under our current share repurchase program: ($ in thousands, except per share amounts) Number of Shares Repurchased Cost of Shares Repurchased Average Price Paid per Share As of December 30, 2016 9,672,629 $ 608,439 $ 62.90 For the 2017 first three quarters 728,385 83,067 114.04 As of September 30, 2017 10,401,014 $ 691,506 $ 66.48 On August 1, 2017, our Board of Directors authorized the repurchase of up to 1.0 million additional shares of our common stock under our existing share repurchase program and extended the duration of the program through May 31, 2018. As of September 30, 2017, our Board of Directors had authorized the repurchase of an aggregate of up to 11.9 million shares of our common stock under the share repurchase program since the initiation of the program in October 2013. Share repurchases may be made through open market purchases, privately negotiated transactions, block transactions, tender offers, accelerated share repurchase agreements or otherwise. The specific timing, amount and other terms of the repurchases will depend on market conditions, corporate and regulatory requirements and other factors. Acquired shares of our common stock are held as treasury shares carried at cost in our Financial Statements. In connection with the repurchase program, we are authorized to adopt one or more trading plans pursuant to the provisions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. As of September 30, 2017 , 1.5 million shares remained available for repurchase under the authorization approved by our Board of Directors. The authorization for the share repurchase program may be suspended, terminated, increased or decreased by our Board of Directors at any time without prior notice. Dividends We declared cash dividends to holders of common stock during the 2017 first three quarters as follows: Declaration Date Shareholder Record Date Distribution Date Dividend per Share February 9, 2017 February 23, 2017 March 9, 2017 $0.35 May 11, 2017 May 25, 2017 June 8, 2017 $0.35 September 7, 2017 September 21, 2017 October 5, 2017 $0.35 Any future dividend payments will be subject to Board approval, and there can be no assurance that we will pay dividends in the future. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION We maintain the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan (the “Stock Plan”) for the benefit of our officers, directors and employees. Under the Stock Plan, we award: (1) restricted stock units (“RSUs”) of our common stock, (2) SARs and (3) stock options to purchase our common stock. A total of 6 million shares are authorized for issuance pursuant to grants under the Stock Plan. As of September 30, 2017 , 1.4 million shares were available for grants under the Stock Plan. The following table details our share-based compensation expense related to award grants to our officers, directors and employees for the following periods: Quarter Ended Year to Date Ended September 30, 2017 September 9, 2016 September 30, 2017 September 9, 2016 ($ in thousands) (92 days) (84 days) (274 days) (252 days) Service based RSUs $ 2,367 $ 2,065 $ 7,814 $ 6,618 Performance based RSUs 904 560 2,775 2,003 3,271 2,625 10,589 8,621 SARs 627 514 1,760 1,374 Stock options — — — — $ 3,898 $ 3,139 $ 12,349 $ 9,995 The following table details our deferred compensation costs related to unvested awards: ($ in thousands) At September 30, 2017 At December 30, 2016 Service based RSUs $ 10,931 $ 9,000 Performance based RSUs 5,754 3,307 16,685 12,307 SARs 1,626 1,146 Stock options — — $ 18,311 $ 13,453 Restricted Stock Units We granted 111,992 service based RSUs, which are subject to time-based vesting conditions, with a weighted average grant-date fair value of $95.57 , to our employees and non-employee directors during the 2017 first three quarters. During the 2017 first three quarters, we also granted performance based RSUs, which are subject to performance based vesting conditions, to members of management. A maximum of 94,436 RSUs may be earned under the performance based RSUs granted during the 2017 first three quarters. Stock Appreciation Rights We granted 81,977 SARs, with a weighted average grant-date fair value of $27.63 and a weighted average exercise price of $97.53 , to members of management during the 2017 first three quarters. We use the Black-Scholes model to estimate the fair value of the SARs granted. The average expected life was calculated using the simplified method. The risk-free interest rate was calculated based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The dividend yield assumption listed below is based on the expectation of future payouts. The following table outlines the assumptions used to estimate the fair value of grants during the 2017 first three quarters: Expected volatility 30.41% Dividend yield 1.44% Risk-free rate 2.06% Expected term (in years) 6.25 |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITIES | VARIABLE INTEREST ENTITIES Variable Interest Entities Related to Our Vacation Ownership Notes Receivable Securitizations We periodically securitize, without recourse, through bankruptcy remote special purpose entities, notes receivable originated in connection with the sale of vacation ownership products. These vacation ownership notes receivable securitizations provide funding for us and transfer the economic risks and substantially all the benefits of the consumer loans we originate to third parties. In a vacation ownership notes receivable securitization, various classes of debt securities issued by a special purpose entity are generally collateralized by a single tranche of transferred assets, which consist of vacation ownership notes receivable. With each vacation ownership notes receivable securitization, we may retain a portion of the securities, subordinated tranches, interest-only strips, subordinated interests in accrued interest and fees on the securitized vacation ownership notes receivable or, in some cases, overcollateralization and cash reserve accounts. We created these bankruptcy remote special purpose entities to serve as a mechanism for holding assets and related liabilities, and the entities have no equity investment at risk, making them variable interest entities. We continue to service the vacation ownership notes receivable, transfer all proceeds collected to these special purpose entities, and retain rights to receive benefits that are potentially significant to the entities. Accordingly, we concluded that we are the entities’ primary beneficiary and, therefore, consolidate them. The following table shows consolidated assets, which are collateral for the obligations of these variable interest entities, and consolidated liabilities included on our Balance Sheet at September 30, 2017 : ($ in thousands) Vacation Ownership Notes Receivable Securitizations Warehouse Credit Facility Total Consolidated Assets: Vacation ownership notes receivable, net of reserves $ 875,237 $ — $ 875,237 Interest receivable 5,702 — 5,702 Restricted cash 34,413 — 34,413 Total $ 915,352 $ — $ 915,352 Consolidated Liabilities: Interest payable $ 697 $ 42 $ 739 Debt 906,701 — 906,701 Total $ 907,398 $ 42 $ 907,440 The noncontrolling interest balance was zero . The creditors of these entities do not have general recourse to us. The following table shows the interest income and expense recognized as a result of our involvement with these variable interest entities during the 2017 third quarter: ($ in thousands) Vacation Ownership Notes Receivable Securitizations Warehouse Credit Facility Total Interest income $ 25,900 $ 638 $ 26,538 Interest expense to investors $ 4,837 $ 474 $ 5,311 Debt issuance cost amortization $ 947 $ 240 $ 1,187 Administrative expenses $ 92 $ 37 $ 129 The following table shows the interest income and expense recognized as a result of our involvement with these variable interest entities during the 2017 first three quarters: ($ in thousands) Vacation Ownership Notes Receivable Securitizations Warehouse Credit Facility Total Interest income $ 70,501 $ 2,331 $ 72,832 Interest expense to investors $ 13,389 $ 1,325 $ 14,714 Debt issuance cost amortization $ 2,677 $ 699 $ 3,376 Administrative expenses $ 301 $ 116 $ 417 The following table shows cash flows between us and the vacation ownership notes receivable securitization variable interest entities during the 2017 first three quarters and the 2016 first three quarters: Year to Date Ended September 30, 2017 September 9, 2016 ($ in thousands) (274 days) (252 days) Cash inflows: Net proceeds from vacation ownership notes receivable securitizations $ 346,469 $ 247,453 Principal receipts 170,920 118,015 Interest receipts 71,464 60,863 Reserve release 32 405 Total 588,885 426,736 Cash outflows: Principal to investors (159,305 ) (105,863 ) Voluntary repurchases of defaulted vacation ownership notes receivable (22,356 ) (22,025 ) Interest to investors (13,121 ) (10,823 ) Funding of restricted cash (1) (1,804 ) (51,770 ) Total (196,586 ) (190,481 ) Net Cash Flows $ 392,299 $ 236,255 _________________________ (1) Includes $50.0 million of the proceeds from the securitization transaction completed during the 2016 third quarter, which were released when the remaining vacation ownership notes receivable were purchased by the MVW Owner Trust 2016-1 subsequent to the end of the 2016 third quarter. The following table shows cash flows between us and the Warehouse Credit Facility variable interest entity during the 2017 first three quarters and the 2016 first three quarters: Year to Date Ended September 30, 2017 September 9, 2016 ($ in thousands) (274 days) (252 days) Cash inflows: Proceeds from vacation ownership notes receivable securitizations $ 50,260 $ 126,622 Principal receipts 1,403 5,227 Interest receipts 2,093 5,048 Reserve release 296 909 Total 54,052 137,806 Cash outflows: Principal to investors (1,160 ) (3,771 ) Voluntary repurchases of defaulted vacation ownership notes receivable — (661 ) Repayment of Warehouse Credit Facility (49,100 ) (122,190 ) Interest to investors (1,324 ) (1,338 ) Funding of restricted cash (296 ) (447 ) Total (51,880 ) (128,407 ) Net Cash Flows $ 2,172 $ 9,399 Under the terms of our vacation ownership notes receivable securitizations, we have the right at our option to repurchase defaulted vacation ownership notes receivable at the outstanding principal balance. The transaction documents typically limit such repurchases to 15 to 20 percent of the transaction’s initial vacation ownership notes receivable principal balance. Our maximum exposure to loss relating to the special purpose entities that purchase, sell and own these vacation ownership notes receivable is the overcollateralization amount (the difference between the loan collateral balance and the balance on the outstanding vacation ownership notes receivable), plus cash reserves and any residual interest in future cash flows from collateral. In addition, we could be required to fund up to an aggregate of $5.0 million upon presentation of demand notes related to certain vacation ownership notes receivable securitization transactions outstanding at September 30, 2017 . Other Variable Interest Entities We have a commitment to purchase an operating property located in New York, New York, that we currently manage as Marriott Vacation Club Pulse, New York City. Refer to Footnote No. 8, “Contingencies and Commitments” for additional information on the commitment. We are required to purchase the completed property from the third party developer unless the developer has sold the property to another party. The property is held by a variable interest entity for which we are not the primary beneficiary as we cannot prevent the variable interest entity from selling the property at a higher price. Accordingly, we have not consolidated the variable interest entity. As of September 30, 2017 , our Balance Sheet reflected $8.4 million in Property and equipment related to a capital lease and leasehold improvements and $7.2 million in Debt related to the capital lease liability for ancillary and operations space we lease from the variable interest entity. In addition, a note receivable of $0.5 million is included in the Accounts and contracts receivable line on the Balance Sheet as of September 30, 2017 . We believe that our maximum exposure to loss as a result of our involvement with this variable interest entity is $2.2 million as of September 30, 2017 . Pursuant to a commitment to repurchase an operating property located in Marco Island, Florida that was previously sold to a third-party developer, we acquired 36 completed vacation ownership units during the 2017 second quarter. Refer to Footnote No. 5, “Acquisitions and Dispositions” for additional information on this transaction. We remain obligated to repurchase the remaining portion of the operating property. Refer to Footnote No. 8, “Contingencies and Commitments” for additional information on our remaining commitment. The developer is a variable interest entity for which we are not the primary beneficiary as we do not control the variable interest entity’s development activities and cannot prevent the variable interest entity from selling the property at a higher price. Accordingly, we have not consolidated the variable interest entity. We are obligated to repurchase the remaining portion of the property from the developer contingent upon the property meeting our brand standards upon completion, provided that the third-party developer has not sold the property to another party. As of September 30, 2017 , our Balance Sheet reflected $3.5 million of Inventory, $2.4 million of Other assets that relate to prepaid and other deposits, and $7.5 million of Other liabilities that relate to the deferral of gain recognition on the previous sale transaction and the deferral of revenue for development management services for the remaining purchase commitment, both of which will reduce our basis in the asset if we repurchase the property. In addition, a note receivable of $0.5 million is included in the Accounts and contracts receivable line on the Balance Sheet as of September 30, 2017 . We believe that our maximum exposure to loss as a result of our involvement with this variable interest entity is less than $1 million as of September 30, 2017 . |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | BUSINESS SEGMENTS We define our reportable segments based on the way in which the chief operating decision maker, currently our chief executive officer, manages the operations of the company for purposes of allocating resources and assessing performance. We operate in three reportable business segments: • In our North America segment, we develop, market, sell and manage vacation ownership and related products under the Marriott Vacation Club and Grand Residences by Marriott brands. In 2016, we introduced Marriott Vacation Club Pulse, an extension to the Marriott Vacation Club brand. We also develop, market and sell vacation ownership and related products under The Ritz-Carlton Destination Club brand, as well as whole ownership residential products under The Ritz-Carlton Residences brand. • In our Asia Pacific segment, we develop, market, sell and manage two points-based programs that we specifically designed to appeal to the vacation preferences of the market, Marriott Vacation Club, Asia Pacific and Marriott Vacation Club Destinations, Australia, as well as a weeks-based right-to-use product. • In our Europe segment, we are focusing on selling our existing projects and managing existing resorts. We do not have any current plans for new development in this segment. We evaluate the performance of our segments based primarily on the results of the segment without allocating corporate expenses or income taxes. We do not allocate corporate interest expense, consumer financing interest expense, other financing expenses or general and administrative expenses to our segments. We include interest income specific to segment activities within the appropriate segment. We allocate other gains and losses and equity in earnings or losses from our joint ventures to each of our segments as appropriate. Corporate and other represents that portion of our revenues and other gains or losses that are not allocable to our segments. Revenues Quarter Ended Year to Date Ended September 30, 2017 September 9, 2016 (1) September 30, 2017 September 9, 2016 (1) ($ in thousands) (92 days) (84 days) (274 days) (252 days) North America $ 437,801 $ 358,799 $ 1,341,430 $ 1,117,419 Asia Pacific 16,952 14,760 50,482 53,168 Europe 32,237 28,078 78,817 73,343 Total segment revenues 486,990 401,637 1,470,729 1,243,930 Corporate and other — — — — $ 486,990 $ 401,637 $ 1,470,729 $ 1,243,930 _________________________ (1) Includes an immaterial reclassification of activity between the North America and Asia Pacific segments. Net Income Quarter Ended Year to Date Ended September 30, 2017 September 9, 2016 (1) September 30, 2017 September 9, 2016 (1) ($ in thousands) (92 days) (84 days) (274 days) (252 days) North America $ 103,904 $ 82,294 $ 327,210 $ 282,242 Asia Pacific (472 ) 1,191 (552 ) (423 ) Europe 6,766 4,536 10,939 7,079 Total segment financial results 110,198 88,021 337,597 288,898 Corporate and other (47,069 ) (47,173 ) (156,720 ) (146,718 ) Provision for income taxes (22,367 ) (14,041 ) (62,139 ) (54,656 ) $ 40,762 $ 26,807 $ 118,738 $ 87,524 _________________________ (1) Includes an immaterial reclassification of activity between the North America and Asia Pacific segments. Assets ($ in thousands) At September 30, 2017 At December 30, 2016 North America $ 2,102,691 $ 1,968,021 Asia Pacific 131,486 102,348 Europe 67,433 62,245 Total segment assets 2,301,610 2,132,614 Corporate and other 521,426 258,805 $ 2,823,036 $ 2,391,419 |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Our Business | Our Business Marriott Vacations Worldwide Corporation (“we,” “us,” “Marriott Vacations Worldwide” or the “Company,” which includes our consolidated subsidiaries except where the context of the reference is to a single corporate entity) is the exclusive worldwide developer, marketer, seller and manager of vacation ownership and related products under the Marriott Vacation Club and Grand Residences by Marriott brands. In 2016, we introduced Marriott Vacation Club Pulse, an extension to the Marriott Vacation Club brand. We are also the exclusive worldwide developer, marketer and seller of vacation ownership and related products under The Ritz-Carlton Destination Club brand, and we have the non-exclusive right to develop, market and sell whole ownership residential products under The Ritz-Carlton Residences brand. The Ritz-Carlton Hotel Company, L.L.C., a subsidiary of Marriott International, provides on-site management for Ritz-Carlton branded properties. Our business is grouped into three reportable segments: North America, Asia Pacific and Europe. As of September 30, 2017 , our portfolio consisted of over 65 properties in the United States and nine other countries and territories. We generate most of our revenues from four primary sources: selling vacation ownership products; managing our resorts; financing consumer purchases of vacation ownership products; and renting vacation ownership inventory. |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The interim consolidated financial statements presented herein and discussed below include 100 percent of the assets, liabilities, revenues, expenses and cash flows of Marriott Vacations Worldwide, all entities in which Marriott Vacations Worldwide has a controlling voting interest (“subsidiaries”), and those variable interest entities for which Marriott Vacations Worldwide is the primary beneficiary in accordance with consolidation accounting guidance. Intercompany accounts and transactions between consolidated companies have been eliminated in consolidation. The interim consolidated financial statements reflect our financial position, results of operations and cash flows as prepared in conformity with United States Generally Accepted Accounting Principles (“GAAP”). In order to make this report easier to read, we refer throughout to (i) our Interim Consolidated Financial Statements as our “Financial Statements,” (ii) our Interim Consolidated Statements of Income as our “Statements of Income,” (iii) our Interim Consolidated Balance Sheets as our “Balance Sheets,” and (iv) our Interim Consolidated Statements of Cash Flows as our “Cash Flows.” In addition, references throughout to numbered “Footnotes” refer to the numbered Notes in these Notes to Interim Consolidated Financial Statements, unless otherwise noted. Beginning with our 2017 fiscal year, we changed our financial reporting cycle to a calendar year-end and end-of-month quarterly reporting cycle. Accordingly, our 2017 fiscal year began on December 31, 2016 (the day after the end of the 2016 fiscal year) and will end on December 31, 2017, and our 2017 quarters include the three month periods ended March 31, June 30, September 30, and December 31, except that the period ended March 31, 2017 also includes December 31, 2016. Our future fiscal years will begin on January 1 and end on December 31. Historically, our fiscal year was a 52 or 53 week fiscal year that ended on the Friday nearest to December 31, and our quarterly reporting cycle included twelve week periods for the first, second, and third quarters and a sixteen week period (or in some cases a seventeen week period) for the fourth quarter. We have not restated, and do not plan to restate, historical results. The table below shows the reporting periods as we refer to them in this report, their date ranges, and the number of days in each: Reporting Period Date Range Number of Days 2017 third quarter July 1, 2017 — September 30, 2017 92 2016 third quarter June 18, 2016 — September 9, 2016 84 2017 first three quarters December 31, 2016 — September 30, 2017 274 2016 first three quarters January 2, 2016 — September 9, 2016 252 2017 fiscal year December 31, 2016 — December 31, 2017 366 2016 fiscal year January 2, 2016 — December 30, 2016 364 As a result of the change in our financial reporting cycle, our 2017 third quarter had eight more days of activity than our 2016 third quarter, and our 2017 first three quarters had 22 more days of activity than our 2016 first three quarters. While our 2017 full fiscal year will have two additional days of activity as compared to our 2016 full fiscal year, our 2017 fourth quarter will have 20 fewer days of activity than the corresponding periods in our 2016 fiscal year. In our opinion, our Financial Statements reflect all normal and recurring adjustments necessary to present fairly our financial position and the results of our operations and cash flows for the periods presented. Interim results may not be indicative of fiscal year performance because of, among other reasons, seasonal and short-term variations. These Financial Statements have not been audited. Amounts as of December 30, 2016 included in these Financial Statements have been derived from the audited consolidated financial statements as of that date. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP. Although we believe our footnote disclosures are adequate to make the information presented not misleading, you should read these Financial Statements in conjunction with the consolidated financial statements and notes to those consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2016 . The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates include, but are not limited to, revenue recognition, cost of vacation ownership products, inventory valuation, property and equipment valuation, loan loss reserves, loss contingencies and income taxes. Accordingly, actual amounts may differ from these estimated amounts. We have reclassified certain prior year amounts to conform to our current period presentation. Our Financial Statements include adjustments for the 2016 third quarter and 2016 first three quarters to correct immaterial presentation errors, consistent with those reported in our Annual Report on Form 10-K for the fiscal year ended December 30, 2016, within the following line items on our Statements of Income: Resort management and other services revenues, Resort management and other services expenses and General and administrative expenses. Correction of these immaterial errors had no impact on our consolidated Net income. |
Deferred Compensation Plan | Deferred Compensation Plan Beginning in our 2017 fiscal year, participants in the Marriott Vacations Worldwide Deferred Compensation Plan (the “Deferred Compensation Plan”) may select a rate of return based on various market-based investment alternatives for a portion of their contributions, as well as any future Company contributions, to the Deferred Compensation Plan, and may also select such a rate for a portion of their existing account balances. To support our ability to meet a portion of our obligations under the Deferred Compensation Plan, we acquired company owned insurance policies (the “COLI 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 and are payable to a rabbi trust with the Company as grantor. A portion of a participant’s contributions to the Deferred Compensation Plan must be subject to a fixed rate of return, which for our 2017 fiscal year was reduced to 3.5 percent. We consolidate the liabilities of the Deferred Compensation Plan and the related assets, which consist of the COLI policies held in the rabbi trust. The rabbi trust is considered a variable interest entity (“VIE”). We are considered the primary beneficiary of the rabbi trust because we direct the activities of the trust and are the beneficiary of the trust. At September 30, 2017 , the value of the assets held in the rabbi trust was $13.2 million , which is included in the Other line within assets on our Balance Sheets. |
New Accounting Standards | New Accounting Standards Accounting Standards Update No. 2017-09 – “ Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting ” (“ASU 2017-09”) In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-09, which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications for the purpose of applying the modification guidance in Accounting Standards Codification Topic 718. This update is effective for all entities for annual periods beginning after December 15, 2017, and for interim periods within those annual periods, with early adoption permitted. Our early adoption of ASU 2017-09 in the 2017 second quarter did not have an impact on our financial statements or disclosures. Accounting Standards Update No. 2016-18 – “ Restricted Cash ” (“ASU 2016-18”) In November 2016, the FASB issued ASU 2016-18, which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, we no longer present changes in restricted cash as a component of investing activities. This update is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We adopted ASU 2016-18 on a retrospective basis commencing in the 2017 first quarter. Accounting Standards Update No. 2016-09 – “ Compensation – Stock Compensation (Topic 718) ” (“ASU 2016-09”) In March 2016, the FASB issued ASU 2016-09, which changes how entities account for certain aspects of share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The new guidance requires all income tax effects of awards, including excess tax benefits, to be recorded as income tax expense (or benefit) in the income statement, which resulted in benefits to our provision for income taxes of $0.9 million in the 2017 third quarter and $6.1 million in the 2017 first three quarters. The new guidance requires excess tax benefits to be presented as an operating inflow rather than as a financing inflow in the statement of cash flows. Prior to the adoption of ASU 2016-09, excess tax benefits were recorded in additional paid-in-capital on the balance sheet. This update is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. We adopted ASU 2016-09 in the 2017 first quarter. The adoption of ASU 2016-09 decreased our provision for income taxes, the amount of which depends on the vesting activity of our share-based compensation awards in any given period, and eliminated the presentation of excess tax benefits as a financing inflow on our statement of cash flows. Further, we made an accounting policy election to recognize forfeitures of share-based compensation awards as they occur, the cumulative effect of which resulted in an adjustment of $0.4 million to opening retained earnings. The adoption of ASU 2016-09 did not have any other material impacts on our financial statements or disclosures. |
Future Adoption of Accounting Standards | Future Adoption of Accounting Standards Accounting Standards Update No. 2017-12 – “ Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ” (“ASU 2017-12”) In August 2017, the FASB issued ASU 2017-12, which amends and simplifies existing guidance in order to allow companies to better portray the economic effects of risk management activities in the financial statements and enhance the transparency and understandability of the results of hedging activities. ASU 2017-12 eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The guidance also eases certain documentation and assessment requirements. This update is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We are evaluating the impact that ASU 2017-12, including the timing of implementation, will have on our financial statements and disclosures. Accounting Standards Update No. 2016-16 – “ Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory ” (“ASU 2016-16”) In October 2016, the FASB issued ASU 2016-16, which changes the timing of when certain intercompany transactions are recognized within the provision for income taxes. This update is effective for public companies for annual periods beginning after December 15, 2017, and for annual periods and interim periods thereafter, with early adoption permitted. We are evaluating the impact that adoption of ASU 2016-16 in the first quarter of fiscal year 2018 will have on our financial statements and disclosures. Accounting Standards Update No. 2016-13 – “ Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments ” (“ASU 2016-13”) In June 2016, the FASB issued ASU 2016-13, which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses. The update is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted for fiscal years beginning after December 15, 2018. We are evaluating the impact that ASU 2016-13, including the timing of implementation, will have on our financial statements and disclosures. Accounting Standards Update No. 2016-02 – “ Leases (Topic 842) ” (“ASU 2016-02”) In February 2016, the FASB issued ASU 2016-02 to increase transparency and comparability of information regarding an entity’s leasing activities by providing additional information to users of financial statements. ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. This update is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. Although we expect to adopt ASU 2016-02 in fiscal year 2019 and have commenced our implementation efforts, we continue to evaluate the impact that adoption of this accounting standards update will have on our financial statements and disclosures. Accounting Standards Update No. 2016-01 – “ Financial Instruments – Overall (Subtopic 825-10) ” (“ASU 2016-01”) In January 2016, the FASB issued ASU 2016-01, which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. For public business entities, the amendments in ASU 2016-01 will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We do not expect the adoption of ASU 2016-01 to have a material impact on our financial statements. Accounting Standards Update No. 2014-09 – “ Revenue from Contracts with Customers (Topic 606) ” (“ASU 2014-09”), as Amended In May 2014, the FASB issued ASU 2014-09, which, as amended, supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, as well as most industry-specific guidance, and significantly enhances comparability of revenue recognition practices across entities and industries by providing a principle-based, comprehensive framework for addressing revenue recognition issues. In order for a provider of promised goods or services to recognize as revenue the consideration that it expects to receive in exchange for the promised goods or services, the provider should apply the following five steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09, as amended, will be effective for annual reporting periods, and interim periods within those reporting periods, beginning after December 15, 2017. The new standard may be applied retrospectively or on a modified retrospective basis with the cumulative effect recognized on the date of adoption. We will adopt ASU 2014-09, as amended, commencing in fiscal year 2018, on a retrospective basis. Our analysis of the impact that adoption of this accounting standards update will have on our financial statements and disclosures is substantially complete, with the exception of accounting for the sale of vacation ownership products in our Asia Pacific and Europe segments. We expect adoption of ASU 2014-09 will result in the following with respect to the recognition of revenues from the sale of vacation ownership products within our North America segment: • alignment of our assessment of collectibility of the transaction price with our credit granting policies; • deferral of revenue recognition deemed collectible from expiration of the statutory rescission period to closing, when control of the vacation ownership product is transferred to the customer; • reclassification of revenues and incidental expenses from rental revenues and expenses to marketing and sales expenses; • no impact on sales reserve accounting; and • net presentation of certain sales incentives (e.g., Marriott Rewards Points). In addition, we expect to elect the practical expedient available in ASU 2014-09 to expense all marketing and sales costs as they are incurred. We expect no material changes to our consolidated financial reporting for resort management and other services revenues, financing revenues or rental revenues, other than as outlined above pertaining to reclassification of activity to different lines in our statements of income. We expect a material increase in our consolidated cost reimbursements revenues and cost reimbursements expenses, as all costs reimbursed to us by property owners’ associations will be reported on a gross basis upon adoption of ASU 2014-09. We are in the process of quantifying the impact of the adoption of ASU 2014-09 and will disclose additional detail on the impact of adoption of this accounting standards update in our 2017 Form 10-K. |
Loans and Leases Receivable, Allowance for Loan Losses | We record an estimate of expected uncollectibility on all notes receivable from vacation ownership purchasers as a reduction of revenues from the sale of vacation ownership products at the time we recognize profit on a vacation ownership product sale. We fully reserve for all defaulted vacation ownership notes receivable in addition to recording a reserve on the estimated uncollectible portion of the remaining vacation ownership notes receivable. For those vacation ownership notes receivable that are not in default, we assess collectibility based on pools of vacation ownership notes receivable because we hold large numbers of homogeneous vacation ownership notes receivable. We use the same criteria to estimate uncollectibility for non-securitized vacation ownership notes receivable and securitized vacation ownership notes receivable because they perform similarly. We estimate uncollectibility for each pool based on historical activity for similar vacation ownership notes receivable. |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Fiscal Period Duration | The table below shows the reporting periods as we refer to them in this report, their date ranges, and the number of days in each: Reporting Period Date Range Number of Days 2017 third quarter July 1, 2017 — September 30, 2017 92 2016 third quarter June 18, 2016 — September 9, 2016 84 2017 first three quarters December 31, 2016 — September 30, 2017 274 2016 first three quarters January 2, 2016 — September 9, 2016 252 2017 fiscal year December 31, 2016 — December 31, 2017 366 2016 fiscal year January 2, 2016 — December 30, 2016 364 |
Schedule of Error Corrections and Prior Period Adjustments | The impact of these adjustments on the Financial Statements is as follows: Quarter Ended Year to Date Ended September 9, 2016 September 9, 2016 (84 days) (252 days) ($ in thousands) As Revised Previous Filing As Revised Previous Filing Resort management and other services $ 70,185 $ 75,539 $ 208,049 $ 226,098 TOTAL REVENUES $ 401,637 $ 406,991 $ 1,243,930 $ 1,261,979 Resort management and other services $ 39,825 $ 45,437 $ 123,695 $ 140,545 General and administrative $ 22,151 $ 21,619 $ 72,871 $ 71,504 TOTAL EXPENSES $ 358,906 $ 364,260 $ 1,102,020 $ 1,120,069 |
VACATION OWNERSHIP NOTES RECE22
VACATION OWNERSHIP NOTES RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Composition of Vacation Ownership Notes Receivable Balances, Net of Reserves | The following table shows the composition of our vacation ownership notes receivable balances, net of reserves: ($ in thousands) At September 30, 2017 At December 30, 2016 Vacation ownership notes receivable — securitized $ 875,237 $ 717,543 Vacation ownership notes receivable — non-securitized Eligible for securitization (1) 44,907 98,508 Not eligible for securitization (1) 156,258 156,260 Subtotal 201,165 254,768 Total vacation ownership notes receivable $ 1,076,402 $ 972,311 _________________________ (1) Refer to Footnote No. 4, “Financial Instruments,” for discussion of eligibility of our vacation ownership notes receivable for securitization. |
Future Principal Payments, Net of Reserves, and Interest Rates of Vacation Ownership Notes Receivable | The following tables show future principal payments, net of reserves, as well as interest rates for our non-securitized and securitized vacation ownership notes receivable at September 30, 2017 : ($ in thousands) Non-Securitized Vacation Ownership Notes Receivable Securitized Vacation Ownership Notes Receivable Total 2017, remaining $ 11,833 $ 25,594 $ 37,427 2018 37,988 97,634 135,622 2019 26,664 94,676 121,340 2020 21,575 96,259 117,834 2021 16,952 97,628 114,580 Thereafter 86,153 463,446 549,599 Balance at September 30, 2017 $ 201,165 $ 875,237 $ 1,076,402 Weighted average stated interest rate at September 30, 2017 11.2% 12.6% 12.3% Range of stated interest rates at September 30, 2017 0.0% to 18.0% 4.9% to 18.0% 0.0% to 18.0% |
Interest Income Associated with Vacation Ownership Notes Receivable | The following table summarizes interest income associated with vacation ownership notes receivable: Quarter Ended Year to Date Ended September 30, 2017 September 9, 2016 September 30, 2017 September 9, 2016 ($ in thousands) (92 days) (84 days) (274 days) (252 days) Interest income associated with vacation ownership notes receivable — securitized $ 26,538 $ 22,908 $ 72,832 $ 65,300 Interest income associated with vacation ownership notes receivable — non-securitized 6,407 4,795 21,272 17,430 Total interest income associated with vacation ownership notes receivable $ 32,945 $ 27,703 $ 94,104 $ 82,730 |
Notes Receivable Reserves | The following table summarizes the activity related to our vacation ownership notes receivable reserve for the 2017 first three quarters: ($ in thousands) Non-Securitized Vacation Ownership Notes Receivable Securitized Vacation Ownership Notes Receivable Total Balance at December 30, 2016 $ 56,628 $ 53,735 $ 110,363 Provision for loan losses 31,711 7,206 38,917 Securitizations (29,071 ) 29,071 — Clean-up of Warehouse Credit Facility (1) 3,995 (3,995 ) — Write-offs (35,264 ) — (35,264 ) Defaulted vacation ownership notes receivable repurchase activity (2) 22,356 (22,356 ) — Balance at September 30, 2017 $ 50,355 $ 63,661 $ 114,016 _________________________ (1) Refers to our voluntary repurchase of previously securitized non-defaulted vacation ownership notes receivable from our non-recourse warehouse credit facility (the “Warehouse Credit Facility”). (2) Decrease in securitized vacation ownership notes receivable reserve and increase in non-securitized vacation ownership notes receivable reserve was attributable to the transfer of the reserve when we voluntarily repurchased defaulted securitized vacation ownership notes receivable. |
Recorded Investment in Non-accrual Notes Receivable that are 90 Days or More Past Due | The following table shows our recorded investment in non-accrual vacation ownership notes receivable, which are vacation ownership notes receivable that are 90 days or more past due: ($ in thousands) Non-Securitized Vacation Ownership Notes Receivable Securitized Vacation Ownership Notes Receivable Total Investment in vacation ownership notes receivable on non-accrual status at September 30, 2017 $ 40,368 $ 5,618 $ 45,986 Investment in vacation ownership notes receivable on non-accrual status at December 30, 2016 $ 43,792 $ 6,687 $ 50,479 Average investment in vacation ownership notes receivable on non-accrual status during the 2017 third quarter $ 39,423 $ 6,304 $ 45,727 Average investment in vacation ownership notes receivable on non-accrual status during the 2016 third quarter $ 47,038 $ 8,278 $ 55,316 Average investment in vacation ownership notes receivable on non-accrual status during the 2017 first three quarters $ 42,080 $ 6,153 $ 48,233 Average investment in vacation ownership notes receivable on non-accrual status during the 2016 first three quarters $ 45,926 $ 7,296 $ 53,222 |
Aging of Recorded Investment in Principal, Before Reserves, in Vacation Ownership Notes Receivable | The following table shows the aging of the recorded investment in principal, before reserves, in vacation ownership notes receivable as of September 30, 2017 : ($ in thousands) Non-Securitized Vacation Ownership Notes Receivable Securitized Vacation Ownership Notes Receivable Total 31 – 90 days past due $ 5,751 $ 15,354 $ 21,105 91 – 150 days past due 4,297 5,618 9,915 Greater than 150 days past due 36,071 — 36,071 Total past due 46,119 20,972 67,091 Current 205,401 917,926 1,123,327 Total vacation ownership notes receivable $ 251,520 $ 938,898 $ 1,190,418 The following table shows the aging of the recorded investment in principal, before reserves, in vacation ownership notes receivable as of December 30, 2016 : ($ in thousands) Non-Securitized Vacation Ownership Notes Receivable Securitized Vacation Ownership Notes Receivable Total 31 – 90 days past due $ 7,780 $ 16,468 $ 24,248 91 – 150 days past due 3,981 6,687 10,668 Greater than 150 days past due 39,811 — 39,811 Total past due 51,572 23,155 74,727 Current 259,824 748,123 1,007,947 Total vacation ownership notes receivable $ 311,396 $ 771,278 $ 1,082,674 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Carrying Values and Estimated Fair Values of Financial Assets and Liabilities | The following table shows the carrying values and the estimated fair values of financial assets and liabilities that qualify as financial instruments, determined in accordance with the authoritative guidance for disclosures regarding the fair value of financial instruments. Considerable judgment is required in interpreting market data to develop estimates of fair value. The use of different market assumptions and/or estimation methodologies could have a material effect on the estimated fair value amounts. The table excludes Cash and cash equivalents, Restricted cash, Accounts and contracts receivable, Accounts payable, Advance deposits and Accrued liabilities, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments. At September 30, 2017 At December 30, 2016 ($ in thousands) Carrying Amount Fair Value (1) Carrying Amount Fair Value (1) Vacation ownership notes receivable — securitized $ 875,237 $ 1,028,374 $ 717,543 $ 834,009 Vacation ownership notes receivable — non-securitized 201,165 207,592 254,768 269,161 Other assets 13,153 13,153 — — Total financial assets $ 1,089,555 $ 1,249,119 $ 972,311 $ 1,103,170 Non-recourse debt associated with vacation ownership notes receivable securitizations, net $ (895,405 ) $ (902,213 ) $ (729,188 ) $ (725,963 ) Convertible notes, net (190,739 ) (241,562 ) — — Non-interest bearing note payable, net (59,677 ) (59,677 ) — — Total financial liabilities $ (1,145,821 ) $ (1,203,452 ) $ (729,188 ) $ (725,963 ) _________________________ (1) Fair value of financial instruments, with the exception of other assets and convertible notes, has been determined using Level 3 inputs. Fair value of other assets and convertible notes that are financial instruments has been determined using Level 2 inputs. |
Vacation ownership notes receivable — non-securitized | |
Carrying Values and Estimated Fair Values of Financial Assets and Liabilities | The following table shows the bifurcation of our non-securitized vacation ownership notes receivable into those eligible and not eligible for securitization based upon the aforementioned eligibility criteria: At September 30, 2017 At December 30, 2016 ($ in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Vacation ownership notes receivable Eligible for securitization $ 44,907 $ 51,334 $ 98,508 $ 112,901 Not eligible for securitization 156,258 156,258 156,260 156,260 Total non-securitized $ 201,165 $ 207,592 $ 254,768 $ 269,161 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Reconciliation of Earnings and Number of Shares Used in Calculation of Basic and Diluted Earnings Per Share | The table below illustrates the reconciliation of the earnings and number of shares used in our calculation of basic and diluted earnings per share. Quarter Ended Year to Date Ended September 30, 2017 (1) September 9, 2016 (2) September 30, 2017 (1) September 9, 2016 (2) (in thousands, except per share amounts) (92 days) (84 days) (274 days) (252 days) Computation of Basic Earnings Per Share Net income $ 40,762 $ 26,807 $ 118,738 $ 87,524 Shares for basic earnings per share 27,090 27,152 27,219 28,207 Basic earnings per share $ 1.50 $ 0.99 $ 4.36 $ 3.10 Computation of Diluted Earnings Per Share Net income $ 40,762 $ 26,807 $ 118,738 $ 87,524 Shares for basic earnings per share 27,090 27,152 27,219 28,207 Effect of dilutive shares outstanding Employee stock options and SARs 403 356 440 366 Restricted stock units 220 172 199 145 Shares for diluted earnings per share 27,713 27,680 27,858 28,718 Diluted earnings per share $ 1.47 $ 0.97 $ 4.26 $ 3.05 _________________________ (1) The computations of diluted earnings per share exclude approximately 289,000 shares of common stock, the maximum number of shares issuable as of September 30, 2017 upon the vesting of certain performance-based awards, because the performance conditions required to be met for the shares subject to such awards to vest were not achieved by the end of the reporting period. (2) The computations of diluted earnings per share exclude approximately 254,000 shares of common stock, the maximum number of shares issuable as of September 9, 2016 upon the vesting of certain performance-based awards, because the performance conditions required to be met for the shares subject to such awards to vest were not achieved by the end of the reporting period. |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Composition of Inventory | The following table shows the composition of our inventory balances: ($ in thousands) At September 30, 2017 At December 30, 2016 Finished goods (1) $ 390,383 $ 337,949 Work-in-progress 1,964 39,486 Land and infrastructure (2) 338,149 330,728 Real estate inventory 730,496 708,163 Operating supplies and retail inventory 4,576 4,373 $ 735,072 $ 712,536 _________________________ (1) Represents completed inventory that is either registered for sale as vacation ownership interests, or unregistered and available for sale in its current form. (2) Includes $66.0 million of inventory related to estimated future foreclosures at September 30, 2017 . |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt Balances, Net of Unamortized Debt Issuance Costs | The following table provides detail on our debt balances, net of unamortized debt discount and issuance costs: ($ in thousands) At September 30, 2017 At December 30, 2016 Vacation ownership notes receivable securitizations, gross (1) $ 906,701 $ 738,362 Unamortized debt issuance costs (11,296 ) (9,174 ) 895,405 729,188 Convertible notes, gross (2) 230,000 — Unamortized debt discount and issuance costs (39,261 ) — 190,739 — Non-interest bearing note payable 63,558 — Unamortized debt discount (3) (3,881 ) — 59,677 — Other debt, gross 196 834 Unamortized debt issuance costs (16 ) (19 ) 180 815 Capital leases 7,221 7,221 $ 1,153,222 $ 737,224 _________________________ (1) Interest rates as of September 30, 2017 range from 2.2% to 6.3% with a weighted average interest rate of 2.5% . (2) The effective interest rate as of September 30, 2017 was 4.7% . (3) Debt discount based on imputed interest rate of 6.0% . |
Scheduled Future Principal Payments for Debt | The following table shows scheduled future principal payments for our debt as of September 30, 2017 : ($ in thousands) Vacation Ownership Notes Receivable Securitizations (1) Convertible Notes Non-Interest Bearing Note Payable Other Debt Capital Leases Total Debt Principal Payments Year 2017, remaining $ 26,213 $ — $ — $ 4 $ — $ 26,217 2018 98,949 — 32,680 4 7,221 138,854 2019 96,249 — 30,878 4 — 127,131 2020 98,215 — — 5 — 98,220 2021 99,010 — — 5 — 99,015 Thereafter 488,065 230,000 — 174 — 718,239 $ 906,701 $ 230,000 $ 63,558 $ 196 $ 7,221 $ 1,207,676 _________________________ (1) The debt associated with our vacation ownership notes receivable securitizations is non-recourse to us. |
Convertible Debt | The following table shows the net carrying value of the Convertible Notes at September 30, 2017: ($ in thousands) Liability component Principal amount $ 230,000 Unamortized debt discount (33,076 ) Unamortized debt issuance costs (6,185 ) $ 190,739 Equity component, net of issuance costs $ 32,573 The following table shows the total interest expense related to the Convertible Notes for the 2017 third quarter and the 2017 first three quarters: ($ in thousands) Contractual interest expense $ 58 Amortization of debt discount 148 Amortization of debt issuance costs 26 $ 232 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Changes in Shareholders' Equity | The following table details changes in shareholders’ equity during three quarters ended September 30, 2017 : ($ in thousands) Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Income Retained Earnings Total Equity Balance at December 30, 2016 $ 366 $ (606,631 ) $ 1,162,283 $ 5,460 $ 346,341 $ 907,819 Impact of adoption of ASU 2016-09 — — 371 — (371 ) — Opening balance 2017 366 (606,631 ) 1,162,654 5,460 345,970 907,819 Net income — — — — 118,738 118,738 Foreign currency translation adjustments — — — 11,626 — 11,626 Derivative instrument adjustment — — — 70 — 70 Amounts related to share-based compensation 3 — 1,933 — — 1,936 Repurchase of common stock — (83,067 ) — — — (83,067 ) Dividends — — — — (28,512 ) (28,512 ) Equity component of convertible notes, net of issuance costs — — 32,573 — — 32,573 Purchase of convertible note hedges — — (33,235 ) — — (33,235 ) Issuance of warrants — — 20,332 — — 20,332 Employee stock plan issuance — 564 378 — — 942 Balance at September 30, 2017 $ 369 $ (689,134 ) $ 1,184,635 $ 17,156 $ 436,196 $ 949,222 |
Stock Repurchase Activity under Current Stock Repurchase Program | The following table summarizes share repurchase activity under our current share repurchase program: ($ in thousands, except per share amounts) Number of Shares Repurchased Cost of Shares Repurchased Average Price Paid per Share As of December 30, 2016 9,672,629 $ 608,439 $ 62.90 For the 2017 first three quarters 728,385 83,067 114.04 As of September 30, 2017 10,401,014 $ 691,506 $ 66.48 |
Cash Dividend Declared | We declared cash dividends to holders of common stock during the 2017 first three quarters as follows: Declaration Date Shareholder Record Date Distribution Date Dividend per Share February 9, 2017 February 23, 2017 March 9, 2017 $0.35 May 11, 2017 May 25, 2017 June 8, 2017 $0.35 September 7, 2017 September 21, 2017 October 5, 2017 $0.35 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | The following table details our share-based compensation expense related to award grants to our officers, directors and employees for the following periods: Quarter Ended Year to Date Ended September 30, 2017 September 9, 2016 September 30, 2017 September 9, 2016 ($ in thousands) (92 days) (84 days) (274 days) (252 days) Service based RSUs $ 2,367 $ 2,065 $ 7,814 $ 6,618 Performance based RSUs 904 560 2,775 2,003 3,271 2,625 10,589 8,621 SARs 627 514 1,760 1,374 Stock options — — — — $ 3,898 $ 3,139 $ 12,349 $ 9,995 |
Schedule of Unrecognized Compensation Cost, Nonvested Awards | The following table details our deferred compensation costs related to unvested awards: ($ in thousands) At September 30, 2017 At December 30, 2016 Service based RSUs $ 10,931 $ 9,000 Performance based RSUs 5,754 3,307 16,685 12,307 SARs 1,626 1,146 Stock options — — $ 18,311 $ 13,453 |
Assumptions Used to Estimate Fair Value of Grants | The following table outlines the assumptions used to estimate the fair value of grants during the 2017 first three quarters: Expected volatility 30.41% Dividend yield 1.44% Risk-free rate 2.06% Expected term (in years) 6.25 |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Variable Interest Entity [Line Items] | |
Classifications of Consolidated VIE Assets and Liabilities | The following table shows consolidated assets, which are collateral for the obligations of these variable interest entities, and consolidated liabilities included on our Balance Sheet at September 30, 2017 : ($ in thousands) Vacation Ownership Notes Receivable Securitizations Warehouse Credit Facility Total Consolidated Assets: Vacation ownership notes receivable, net of reserves $ 875,237 $ — $ 875,237 Interest receivable 5,702 — 5,702 Restricted cash 34,413 — 34,413 Total $ 915,352 $ — $ 915,352 Consolidated Liabilities: Interest payable $ 697 $ 42 $ 739 Debt 906,701 — 906,701 Total $ 907,398 $ 42 $ 907,440 |
Variable Interest Entity | |
Variable Interest Entity [Line Items] | |
Interest Income and Expense Recognized as a Result of Our Involvement with Variable Interest Entities | The following table shows the interest income and expense recognized as a result of our involvement with these variable interest entities during the 2017 third quarter: ($ in thousands) Vacation Ownership Notes Receivable Securitizations Warehouse Credit Facility Total Interest income $ 25,900 $ 638 $ 26,538 Interest expense to investors $ 4,837 $ 474 $ 5,311 Debt issuance cost amortization $ 947 $ 240 $ 1,187 Administrative expenses $ 92 $ 37 $ 129 The following table shows the interest income and expense recognized as a result of our involvement with these variable interest entities during the 2017 first three quarters: ($ in thousands) Vacation Ownership Notes Receivable Securitizations Warehouse Credit Facility Total Interest income $ 70,501 $ 2,331 $ 72,832 Interest expense to investors $ 13,389 $ 1,325 $ 14,714 Debt issuance cost amortization $ 2,677 $ 699 $ 3,376 Administrative expenses $ 301 $ 116 $ 417 |
Vacation Ownership Notes Receivable Securitizations | |
Variable Interest Entity [Line Items] | |
Cash Flows Between Company and Variable Interest Entities | The following table shows cash flows between us and the vacation ownership notes receivable securitization variable interest entities during the 2017 first three quarters and the 2016 first three quarters: Year to Date Ended September 30, 2017 September 9, 2016 ($ in thousands) (274 days) (252 days) Cash inflows: Net proceeds from vacation ownership notes receivable securitizations $ 346,469 $ 247,453 Principal receipts 170,920 118,015 Interest receipts 71,464 60,863 Reserve release 32 405 Total 588,885 426,736 Cash outflows: Principal to investors (159,305 ) (105,863 ) Voluntary repurchases of defaulted vacation ownership notes receivable (22,356 ) (22,025 ) Interest to investors (13,121 ) (10,823 ) Funding of restricted cash (1) (1,804 ) (51,770 ) Total (196,586 ) (190,481 ) Net Cash Flows $ 392,299 $ 236,255 _________________________ (1) Includes $50.0 million of the proceeds from the securitization transaction completed during the 2016 third quarter, which were released when the remaining vacation ownership notes receivable were purchased by the MVW Owner Trust 2016-1 subsequent to the end of the 2016 third quarter. |
Warehouse Credit Facility | |
Variable Interest Entity [Line Items] | |
Cash Flows Between Company and Variable Interest Entities | The following table shows cash flows between us and the Warehouse Credit Facility variable interest entity during the 2017 first three quarters and the 2016 first three quarters: Year to Date Ended September 30, 2017 September 9, 2016 ($ in thousands) (274 days) (252 days) Cash inflows: Proceeds from vacation ownership notes receivable securitizations $ 50,260 $ 126,622 Principal receipts 1,403 5,227 Interest receipts 2,093 5,048 Reserve release 296 909 Total 54,052 137,806 Cash outflows: Principal to investors (1,160 ) (3,771 ) Voluntary repurchases of defaulted vacation ownership notes receivable — (661 ) Repayment of Warehouse Credit Facility (49,100 ) (122,190 ) Interest to investors (1,324 ) (1,338 ) Funding of restricted cash (296 ) (447 ) Total (51,880 ) (128,407 ) Net Cash Flows $ 2,172 $ 9,399 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Revenues | Revenues Quarter Ended Year to Date Ended September 30, 2017 September 9, 2016 (1) September 30, 2017 September 9, 2016 (1) ($ in thousands) (92 days) (84 days) (274 days) (252 days) North America $ 437,801 $ 358,799 $ 1,341,430 $ 1,117,419 Asia Pacific 16,952 14,760 50,482 53,168 Europe 32,237 28,078 78,817 73,343 Total segment revenues 486,990 401,637 1,470,729 1,243,930 Corporate and other — — — — $ 486,990 $ 401,637 $ 1,470,729 $ 1,243,930 _________________________ (1) Includes an immaterial reclassification of activity between the North America and Asia Pacific segments. |
Net Income (Loss) | Net Income Quarter Ended Year to Date Ended September 30, 2017 September 9, 2016 (1) September 30, 2017 September 9, 2016 (1) ($ in thousands) (92 days) (84 days) (274 days) (252 days) North America $ 103,904 $ 82,294 $ 327,210 $ 282,242 Asia Pacific (472 ) 1,191 (552 ) (423 ) Europe 6,766 4,536 10,939 7,079 Total segment financial results 110,198 88,021 337,597 288,898 Corporate and other (47,069 ) (47,173 ) (156,720 ) (146,718 ) Provision for income taxes (22,367 ) (14,041 ) (62,139 ) (54,656 ) $ 40,762 $ 26,807 $ 118,738 $ 87,524 _________________________ (1) Includes an immaterial reclassification of activity between the North America and Asia Pacific segments. |
Assets | Assets ($ in thousands) At September 30, 2017 At December 30, 2016 North America $ 2,102,691 $ 1,968,021 Asia Pacific 131,486 102,348 Europe 67,433 62,245 Total segment assets 2,301,610 2,132,614 Corporate and other 521,426 258,805 $ 2,823,036 $ 2,391,419 |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Additional Information (Details) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Sep. 30, 2017USD ($)LocationProperty | Sep. 09, 2016USD ($) | Sep. 09, 2016USD ($) | Sep. 30, 2017USD ($)LocationLinePropertySegment | Dec. 31, 2017 | Dec. 30, 2016USD ($) | |
Significant Accounting Policies [Line Items] | |||||||
Number of business segments | Segment | 3 | ||||||
Number of primary sources of revenues generated (line) | Line | 4 | ||||||
Percent of the assets, liabilities, revenues, expenses and cash flows discussed | 100.00% | ||||||
Fiscal period duration | 92 days | 84 days | 252 days | 274 days | 364 days | ||
Fiscal period duration, additional days in reporting period | 8 days | 22 days | |||||
Other assets | $ 13,200 | $ 13,200 | |||||
Income tax benefit | $ (22,367) | $ (14,041) | $ (54,656) | $ (62,139) | |||
Minimum | |||||||
Significant Accounting Policies [Line Items] | |||||||
Number of properties | Property | 65 | 65 | |||||
Operations located outside the United States | |||||||
Significant Accounting Policies [Line Items] | |||||||
Number of countries and territories in which company operates (location) | Location | 9 | 9 | |||||
Scenario, Forecast | |||||||
Significant Accounting Policies [Line Items] | |||||||
Fiscal period duration | 366 days | ||||||
Fiscal period duration, additional days in reporting period | 2 days | ||||||
Fiscal period duration, reduction of days in reporting period | 20 days | ||||||
Accounting Standards Update 2016-09 | |||||||
Significant Accounting Policies [Line Items] | |||||||
Income tax benefit | $ (900) | $ (6,100) | |||||
Retained Earnings | |||||||
Significant Accounting Policies [Line Items] | |||||||
Impact of adoption of ASU 2016-09 | $ 371 | ||||||
Retained Earnings | Accounting Standards Update 2016-09, Forfeiture Rate Component | |||||||
Significant Accounting Policies [Line Items] | |||||||
Impact of adoption of ASU 2016-09 | $ 400 | ||||||
Deferred Compensation Plan | Scenario, Forecast | Stock options | |||||||
Significant Accounting Policies [Line Items] | |||||||
Annual rate of return EDC | 3.50% |
SUMMARY OF SIGNIFICANT ACCOUN32
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Fiscal Periods (Details) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 09, 2016 | Sep. 09, 2016 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 30, 2016 | |
Significant Accounting Policies [Line Items] | ||||||
Fiscal period duration | 92 days | 84 days | 252 days | 274 days | 364 days | |
Scenario, Forecast | ||||||
Significant Accounting Policies [Line Items] | ||||||
Fiscal period duration | 366 days |
SUMMARY OF SIGNIFICANT ACCOUN33
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Adjustments (Details) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 09, 2016 | Sep. 09, 2016 | Sep. 30, 2017 | |
Significant Accounting Policies [Line Items] | ||||
Resort management and other services | $ 76,882 | $ 70,185 | $ 208,049 | $ 229,004 |
TOTAL REVENUES | 486,990 | 401,637 | 1,243,930 | 1,470,729 |
Resort management and other services | 44,696 | 39,825 | 123,695 | 130,349 |
Administrative expenses | 26,666 | 22,151 | 72,871 | 83,739 |
TOTAL EXPENSES | $ 428,300 | 358,906 | 1,102,020 | $ 1,291,059 |
Scenario, Previously Reported | ||||
Significant Accounting Policies [Line Items] | ||||
Resort management and other services | 75,539 | 226,098 | ||
TOTAL REVENUES | 406,991 | 1,261,979 | ||
Resort management and other services | 45,437 | 140,545 | ||
Administrative expenses | 21,619 | 71,504 | ||
TOTAL EXPENSES | $ 364,260 | $ 1,120,069 |
INCOME TAXES Additional Informa
INCOME TAXES Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 30, 2016 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits that, if recognized, would impact the effective tax rate | $ 1.5 | $ 1.5 |
VACATION OWNERSHIP NOTES RECE35
VACATION OWNERSHIP NOTES RECEIVABLE Composition of Vacation Ownership Notes Receivable Balances, Net of Reserves (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 30, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable, Net | $ 1,076,402 | $ 972,311 |
Vacation ownership notes receivable — securitized | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable, Net | 875,237 | 717,543 |
Vacation ownership notes receivable — non-securitized | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable, Net | 201,165 | 254,768 |
Not eligible for securitization | Vacation ownership notes receivable — non-securitized | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable, Net | 156,258 | 156,260 |
Eligible for securitization | Vacation ownership notes receivable — non-securitized | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable, Net | $ 44,907 | $ 98,508 |
VACATION OWNERSHIP NOTES RECE36
VACATION OWNERSHIP NOTES RECEIVABLE Future Principal Payments, Net of Reserves, and Interest Rates of Vacation Ownership Notes Receivable (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Future Minimum Payments Receivable [Line Items] | |
2017, remaining | $ 37,427 |
2,018 | 135,622 |
2,019 | 121,340 |
2,020 | 117,834 |
2,021 | 114,580 |
Thereafter | 549,599 |
September 30, 2017 | 1,076,402 |
Non-Securitized Vacation Ownership Notes Receivable | |
Future Minimum Payments Receivable [Line Items] | |
2017, remaining | 11,833 |
2,018 | 37,988 |
2,019 | 26,664 |
2,020 | 21,575 |
2,021 | 16,952 |
Thereafter | 86,153 |
September 30, 2017 | 201,165 |
Securitized Vacation Ownership Notes Receivable | |
Future Minimum Payments Receivable [Line Items] | |
2017, remaining | 25,594 |
2,018 | 97,634 |
2,019 | 94,676 |
2,020 | 96,259 |
2,021 | 97,628 |
Thereafter | 463,446 |
September 30, 2017 | $ 875,237 |
Minimum | |
Future Minimum Payments Receivable [Line Items] | |
Weighted average stated interest rate at September 30, 2017 | 0.00% |
Minimum | Non-Securitized Vacation Ownership Notes Receivable | |
Future Minimum Payments Receivable [Line Items] | |
Weighted average stated interest rate at September 30, 2017 | 0.00% |
Minimum | Securitized Vacation Ownership Notes Receivable | |
Future Minimum Payments Receivable [Line Items] | |
Weighted average stated interest rate at September 30, 2017 | 4.90% |
Maximum | |
Future Minimum Payments Receivable [Line Items] | |
Weighted average stated interest rate at September 30, 2017 | 18.00% |
Maximum | Non-Securitized Vacation Ownership Notes Receivable | |
Future Minimum Payments Receivable [Line Items] | |
Weighted average stated interest rate at September 30, 2017 | 18.00% |
Maximum | Securitized Vacation Ownership Notes Receivable | |
Future Minimum Payments Receivable [Line Items] | |
Weighted average stated interest rate at September 30, 2017 | 18.00% |
Weighted Average | |
Future Minimum Payments Receivable [Line Items] | |
Weighted average stated interest rate at September 30, 2017 | 12.30% |
Weighted Average | Non-Securitized Vacation Ownership Notes Receivable | |
Future Minimum Payments Receivable [Line Items] | |
Weighted average stated interest rate at September 30, 2017 | 11.20% |
Weighted Average | Securitized Vacation Ownership Notes Receivable | |
Future Minimum Payments Receivable [Line Items] | |
Weighted average stated interest rate at September 30, 2017 | 12.60% |
VACATION OWNERSHIP NOTES RECE37
VACATION OWNERSHIP NOTES RECEIVABLE Interest Income Associated With Vacation Ownership Notes Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 09, 2016 | Sep. 09, 2016 | Sep. 30, 2017 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Interest income | $ 32,945 | $ 27,703 | $ 82,730 | $ 94,104 |
Vacation ownership notes receivable — securitized | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Interest income | 26,538 | 22,908 | 65,300 | 72,832 |
Vacation ownership notes receivable — non-securitized | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Interest income | $ 6,407 | $ 4,795 | $ 17,430 | $ 21,272 |
VACATION OWNERSHIP NOTES RECE38
VACATION OWNERSHIP NOTES RECEIVABLE Notes Receivable Reserves (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Time Sharing Transactions, Allowance for Uncollectible Accounts [Roll Forward] | |
December 30, 2016 | $ 110,363 |
Provision for loan losses | 38,917 |
Securitizations | 0 |
Write-offs | (35,264) |
Defaulted vacation ownership notes receivable repurchase activity | 0 |
September 30, 2017 | 114,016 |
Non-Securitized Vacation Ownership Notes Receivable | |
Time Sharing Transactions, Allowance for Uncollectible Accounts [Roll Forward] | |
December 30, 2016 | 56,628 |
Provision for loan losses | 31,711 |
Securitizations | (29,071) |
Write-offs | (35,264) |
Defaulted vacation ownership notes receivable repurchase activity | 22,356 |
September 30, 2017 | 50,355 |
Securitized Vacation Ownership Notes Receivable | |
Time Sharing Transactions, Allowance for Uncollectible Accounts [Roll Forward] | |
December 30, 2016 | 53,735 |
Provision for loan losses | 7,206 |
Securitizations | 29,071 |
Write-offs | 0 |
Defaulted vacation ownership notes receivable repurchase activity | (22,356) |
September 30, 2017 | 63,661 |
Warehouse Credit Facility | |
Time Sharing Transactions, Allowance for Uncollectible Accounts [Roll Forward] | |
Clean-up of Warehouse Credit Facility | 0 |
Warehouse Credit Facility | Non-Securitized Vacation Ownership Notes Receivable | |
Time Sharing Transactions, Allowance for Uncollectible Accounts [Roll Forward] | |
Clean-up of Warehouse Credit Facility | 3,995 |
Warehouse Credit Facility | Securitized Vacation Ownership Notes Receivable | |
Time Sharing Transactions, Allowance for Uncollectible Accounts [Roll Forward] | |
Clean-up of Warehouse Credit Facility | $ (3,995) |
VACATION OWNERSHIP NOTES RECE39
VACATION OWNERSHIP NOTES RECEIVABLE Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Dec. 30, 2016 | |
Receivables [Abstract] | ||
Period in which loan considered past due | 30 days | |
Period in which loan suspend accrual of interest | 90 days | |
Period in which loan considered default loan | 150 days | |
Notes receivable estimated average remaining default rates | 7.18% | 7.09% |
Estimated default rate increases that would have resulted an increase in allowance for credit losses | 0.50% | |
Financing receivable, allowance for credit losses, that would have been increased | $ 5.6 | $ 5 |
VACATION OWNERSHIP NOTES RECE40
VACATION OWNERSHIP NOTES RECEIVABLE Recorded Investment in Non-accrual Notes Receivable that are Ninety Days or More Past Due (Details) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 09, 2016 | Sep. 09, 2016 | Sep. 30, 2017 | Dec. 30, 2016 | |
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||||
Investment in notes receivable on non-accrual status | $ 45,986 | $ 45,986 | $ 50,479 | ||
Average investment in notes receivable on non-accrual status | 45,727 | $ 55,316 | $ 53,222 | 48,233 | |
Non-Securitized Vacation Ownership Notes Receivable | |||||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||||
Investment in notes receivable on non-accrual status | 40,368 | 40,368 | 43,792 | ||
Average investment in notes receivable on non-accrual status | 39,423 | 47,038 | 45,926 | 42,080 | |
Securitized Vacation Ownership Notes Receivable | |||||
Financing Receivable, Recorded Investment, Past Due [Line Items] | |||||
Investment in notes receivable on non-accrual status | 5,618 | 5,618 | $ 6,687 | ||
Average investment in notes receivable on non-accrual status | $ 6,304 | $ 8,278 | $ 7,296 | $ 6,153 |
VACATION OWNERSHIP NOTES RECE41
VACATION OWNERSHIP NOTES RECEIVABLE Aging of Recorded Investment in Principal, Before Reserves, in Vacation Ownership Notes Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 30, 2016 |
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
31 – 90 days past due | $ 21,105 | $ 24,248 |
91 – 150 days past due | 9,915 | 10,668 |
Greater than 150 days past due | 36,071 | 39,811 |
Total past due | 67,091 | 74,727 |
Current | 1,123,327 | 1,007,947 |
Total vacation ownership notes receivable | 1,190,418 | 1,082,674 |
Non-Securitized Vacation Ownership Notes Receivable | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
31 – 90 days past due | 5,751 | 7,780 |
91 – 150 days past due | 4,297 | 3,981 |
Greater than 150 days past due | 36,071 | 39,811 |
Total past due | 46,119 | 51,572 |
Current | 205,401 | 259,824 |
Total vacation ownership notes receivable | 251,520 | 311,396 |
Vacation ownership notes receivable — securitized | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ||
31 – 90 days past due | 15,354 | 16,468 |
91 – 150 days past due | 5,618 | 6,687 |
Greater than 150 days past due | 0 | 0 |
Total past due | 20,972 | 23,155 |
Current | 917,926 | 748,123 |
Total vacation ownership notes receivable | $ 938,898 | $ 771,278 |
FINANCIAL INSTRUMENTS Carrying
FINANCIAL INSTRUMENTS Carrying Values and Estimated Fair Values of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 30, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Vacation Ownership Notes Receivable, Net | $ 1,076,402 | $ 972,311 |
Other assets | 119,942 | 128,935 |
Debt, net | (1,153,222) | (737,224) |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 13,153 | 0 |
Total financial assets | 1,089,555 | 972,311 |
Debt, net | (1,153,222) | (737,224) |
Total financial liabilities | (1,145,821) | (729,188) |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 13,153 | 0 |
Total financial assets | 1,249,119 | 1,103,170 |
Total financial liabilities | (1,203,452) | (725,963) |
Vacation ownership notes receivable — securitized | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Vacation Ownership Notes Receivable, Net | 875,237 | 717,543 |
Vacation ownership notes receivable — securitized | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Vacation Ownership Notes Receivable, Net | 875,237 | 717,543 |
Vacation ownership notes receivable — securitized | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Vacation Ownership Notes Receivable, Net | 1,028,374 | 834,009 |
Vacation ownership notes receivable — non-securitized | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Vacation Ownership Notes Receivable, Net | 201,165 | 254,768 |
Vacation ownership notes receivable — non-securitized | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Vacation Ownership Notes Receivable, Net | 201,165 | 254,768 |
Vacation ownership notes receivable — non-securitized | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Vacation Ownership Notes Receivable, Net | 207,592 | 269,161 |
Non-Recourse Debt | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, net | (895,405) | (729,188) |
Non-Recourse Debt | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, net | (902,213) | (725,963) |
Convertible Senior Notes | Senior Notes | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, net | (190,739) | 0 |
Convertible Senior Notes | Senior Notes | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, net | (241,562) | 0 |
Non-Interest Bearing Note Payable | Non-interest bearing note payable, net | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, net | (59,677) | 0 |
Non-Interest Bearing Note Payable | Non-interest bearing note payable, net | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, net | $ (59,677) | $ 0 |
FINANCIAL INSTRUMENTS Carryin43
FINANCIAL INSTRUMENTS Carrying Values and Estimated Fair Values of Financial Assets and Liabilities - Non-securitized Notes Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 30, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Vacation Ownership Notes Receivable, Net | $ 1,076,402 | $ 972,311 |
Non-Securitized Vacation Ownership Notes Receivable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Vacation Ownership Notes Receivable, Net | 201,165 | 254,768 |
Non-Securitized Vacation Ownership Notes Receivable | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Vacation Ownership Notes Receivable, Net | 201,165 | 254,768 |
Non-Securitized Vacation Ownership Notes Receivable | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Vacation Ownership Notes Receivable, Net | 207,592 | 269,161 |
Non-Securitized Vacation Ownership Notes Receivable | Eligible for securitization | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Vacation Ownership Notes Receivable, Net | 44,907 | 98,508 |
Non-Securitized Vacation Ownership Notes Receivable | Eligible for securitization | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Vacation Ownership Notes Receivable, Net | 44,907 | 98,508 |
Non-Securitized Vacation Ownership Notes Receivable | Eligible for securitization | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Vacation Ownership Notes Receivable, Net | 51,334 | 112,901 |
Non-Securitized Vacation Ownership Notes Receivable | Not eligible for securitization | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Vacation Ownership Notes Receivable, Net | 156,258 | 156,260 |
Non-Securitized Vacation Ownership Notes Receivable | Not eligible for securitization | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Vacation Ownership Notes Receivable, Net | 156,258 | 156,260 |
Non-Securitized Vacation Ownership Notes Receivable | Not eligible for securitization | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Vacation Ownership Notes Receivable, Net | $ 156,258 | $ 156,260 |
ACQUISITIONS AND DISPOSITIONS A
ACQUISITIONS AND DISPOSITIONS Acquisitions (Details) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($)Unit | Jun. 30, 2017USD ($)Unit | Mar. 25, 2016USD ($) | Sep. 09, 2016USD ($) | Sep. 30, 2017USD ($)Unit | |
Business Acquisition [Line Items] | |||||
Purchase of vacation ownership units for future transfer to inventory | $ 0 | $ 33,594 | |||
Non-cash issuance of debt in connection with acquisition of vacation ownership units | $ 0 | $ 63,558 | |||
Bali Indonesia Resort One | |||||
Business Acquisition [Line Items] | |||||
Number of vacation ownership units acquired | Unit | 51 | 51 | |||
Asset acquisition, consideration transferred | $ 23,800 | ||||
Asset acquisition, recognized identifiable assets acquired, inventory | 21,700 | $ 21,700 | |||
Asset acquisition, recognized identifiable assets acquired, property and equipment | $ 2,100 | $ 2,100 | |||
Marco Island Florida | |||||
Business Acquisition [Line Items] | |||||
Number of vacation ownership units acquired | Unit | 36 | ||||
Purchase of vacation ownership units for future transfer to inventory | $ 33,600 | ||||
Big Island Of Hawaii | |||||
Business Acquisition [Line Items] | |||||
Number of vacation ownership units acquired | Unit | 112 | ||||
Payments to acquire real estate | $ 27,300 | ||||
Notes receivable, settlement | 500 | ||||
Non-cash issuance of debt in connection with acquisition of vacation ownership units | $ 63,600 | ||||
Miami Florida | |||||
Business Acquisition [Line Items] | |||||
Acquisition of an operating property | $ 23,500 | ||||
Cash paid for acquisition of operating property | $ 23,500 | ||||
Marco Island Florida | |||||
Business Acquisition [Line Items] | |||||
Number of vacation ownership units acquired | Unit | 36 |
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS Dispositions, San Fancisco (Details) - San Francisco California $ in Millions | 3 Months Ended | 8 Months Ended |
Jun. 17, 2016USD ($)room | Sep. 09, 2016USD ($) | |
Business Acquisition [Line Items] | ||
Number of units disposed of in connection with disposition of asset | room | 19 | |
Significant acquisitions and disposals acquisition proceeds | $ 19.5 | |
Gain (loss) on sale of properties | $ 10.5 |
ACQUISITIONS AND DISPOSITIONS46
ACQUISITIONS AND DISPOSITIONS Dispositions, Surfers Paradise (Details) - Surfers Paradise Australia AUD in Millions, $ in Millions | 3 Months Ended | 8 Months Ended | ||
Jun. 17, 2016USD ($) | Jun. 17, 2016AUD | Sep. 09, 2016USD ($) | Sep. 09, 2016AUD | |
Business Acquisition [Line Items] | ||||
Significant acquisitions and disposals acquisition proceeds | $ 50.9 | AUD 70.5 | ||
Gain (loss) on sale of properties | $ 1 | AUD 1.4 | ||
Maximum | ||||
Business Acquisition [Line Items] | ||||
Guarantee of net operating income associated with the disposition of real estate | $ 2.3 | AUD 2.9 |
EARNINGS PER SHARE Reconciliati
EARNINGS PER SHARE Reconciliation of Earnings and Number of Shares Used in Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 09, 2016 | Sep. 09, 2016 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 40,762 | $ 26,807 | $ 87,524 | $ 118,738 |
Shares for basic earnings per share (in shares) | 27,090 | 27,152 | 28,207 | 27,219 |
Basic earnings per share (in usd per share) | $ 1.50 | $ 0.99 | $ 3.10 | $ 4.36 |
Employee stock options and SARs (in shares) | 403 | 356 | 366 | 440 |
Restricted stock units (in shares) | 220 | 172 | 145 | 199 |
Shares for diluted earnings per share (in shares) | 27,713 | 27,680 | 28,718 | 27,858 |
Diluted earnings per share (in usd per share) | $ 1.47 | $ 0.97 | $ 3.05 | $ 4.26 |
EARNINGS PER SHARE Additional I
EARNINGS PER SHARE Additional Information (Details) - $ / shares | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 09, 2016 | Sep. 09, 2016 | Sep. 30, 2017 | Sep. 20, 2017 | |
Performance Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the calculation of diluted earnings per share (in shares) | 254,000 | 289,000 | ||
SARs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the calculation of diluted earnings per share (in shares) | 62,018 | 62,018 | ||
SARS not included in the calculation of diluted earnings per share because exercise prices exceeded market prices, exercise prices (in usd per share) | $ 77.42 | $ 77.42 | ||
Private Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Exercise price of warrants (in usd per share) | $ 176.68 |
INVENTORY Composition of Invent
INVENTORY Composition of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 30, 2016 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 390,383 | $ 337,949 |
Work-in-progress | 1,964 | 39,486 |
Land and infrastructure | 338,149 | 330,728 |
Real estate inventory | 730,496 | 708,163 |
Operating supplies and retail inventory | 4,576 | 4,373 |
Inventory | $ 735,072 | $ 712,536 |
INVENTORY Additional Informatio
INVENTORY Additional Information (Details) - USD ($) $ in Thousands | 8 Months Ended | 9 Months Ended | |
Sep. 09, 2016 | Sep. 30, 2017 | Dec. 30, 2016 | |
Inventory [Line Items] | |||
Land and infrastructure | $ 338,149 | $ 330,728 | |
Real estate inventory true up | $ 12,200 | 1,000 | |
Amount of completed vacation ownership units classified as property and equipment | 49,100 | ||
Purchase commitment | 305,800 | ||
Estimated Future Foreclosures | |||
Inventory [Line Items] | |||
Land and infrastructure | $ 66,000 |
CONTINGENCIES AND COMMITMENTS
CONTINGENCIES AND COMMITMENTS Additional Information (Details) | Mar. 31, 2017Plaintiff | Jul. 01, 2013Plaintiff | Sep. 30, 2017USD ($)UnitProperty | Jun. 30, 2013Plaintiff | Apr. 30, 2013Plaintiff | Sep. 30, 2017USD ($)UnitProperty | Sep. 09, 2016USD ($) | Sep. 09, 2016USD ($) | Sep. 30, 2017USD ($)UnitProperty | May 31, 2017Plaintiff | Nov. 02, 2017USD ($) |
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Purchase commitment | $ 305,800,000 | $ 305,800,000 | $ 305,800,000 | ||||||||
Surety bonds issued | 37,700,000 | 37,700,000 | 37,700,000 | ||||||||
Accrued expense | (6,977,000) | $ (454,000) | $ (11,129,000) | (6,752,000) | |||||||
Gain on business interruption insurance recovery | 8,700,000 | ||||||||||
New York City, New York | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Purchase commitment | 158,500,000 | 158,500,000 | 158,500,000 | ||||||||
Purchase commitment obligation due, 2018 | 96,800,000 | 96,800,000 | 96,800,000 | ||||||||
Purchase commitment obligation due, 2019 | 61,700,000 | 61,700,000 | 61,700,000 | ||||||||
Bali Indonesia Resort Two | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Purchase commitment obligation due, 2017 | 7,800,000 | 7,800,000 | 7,800,000 | ||||||||
Purchase commitment obligation due, 2018 | 5,900,000 | 5,900,000 | 5,900,000 | ||||||||
Purchase commitment obligation due, 2019 | $ 25,400,000 | $ 25,400,000 | $ 25,400,000 | ||||||||
Kapalua Bay Settlement | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Number of plaintiffs in lawsuits | Plaintiff | 2 | 38 | 12 | ||||||||
Number of plaintiffs, released claims | Plaintiff | 2 | 2 | |||||||||
RCC-Aspen Highlands | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Number of plaintiffs in lawsuits | Plaintiff | 232 | ||||||||||
2019 | Bali Indonesia Resort Two | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Number of vacation ownership units expected to be acquired | Unit | 88 | 88 | 88 | ||||||||
Commitment to purchase vacation ownership units located in Marco Island, Florida | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Purchase commitment | $ 108,200,000 | $ 108,200,000 | $ 108,200,000 | ||||||||
Purchase commitment obligation due, 2018 | 23,700,000 | 23,700,000 | 23,700,000 | ||||||||
Purchase commitment obligation due, 2019 | 84,500,000 | 84,500,000 | 84,500,000 | ||||||||
Information technology hardware and software | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Purchase commitment | 26,600,000 | 26,600,000 | 26,600,000 | ||||||||
Purchase commitment obligation due, 2017 | 4,900,000 | 4,900,000 | 4,900,000 | ||||||||
Purchase commitment obligation due, 2018 | 12,900,000 | 12,900,000 | 12,900,000 | ||||||||
Purchase commitment obligation due, 2019 | 5,300,000 | 5,300,000 | 5,300,000 | ||||||||
Purchase commitment obligation due, 2020 | 1,300,000 | 1,300,000 | 1,300,000 | ||||||||
Purchase commitment obligation due, 2021 | 800,000 | 800,000 | 800,000 | ||||||||
Purchase commitment obligation due, thereafter | 1,400,000 | 1,400,000 | 1,400,000 | ||||||||
William and Sharon Petrick Case | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Number of plaintiffs in lawsuits | Plaintiff | 69 | ||||||||||
Facility And Other Operating Leases | New York City, New York | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Capital leases, future minimum payments due | 7,200,000 | 7,200,000 | 7,200,000 | ||||||||
Operating Lease Commitments | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Operating leases, future minimum payments due | 17,500,000 | 17,500,000 | 17,500,000 | ||||||||
Operating leases, future minimum payments due, remainder of fiscal year | 100,000 | 100,000 | 100,000 | ||||||||
Operating leases, future minimum payments due, 2018 | 400,000 | 400,000 | 400,000 | ||||||||
Operating leases, future minimum payments due, 2019 | 1,700,000 | 1,700,000 | 1,700,000 | ||||||||
Operating leases, future minimum payments due, 2020 | 1,700,000 | 1,700,000 | 1,700,000 | ||||||||
Operating leases, future minimum payments due, 2021 | 1,900,000 | 1,900,000 | 1,900,000 | ||||||||
Operating leases, future minimum payments due, thereafter | 11,700,000 | 11,700,000 | 11,700,000 | ||||||||
Revolving corporate credit facility, net | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Letters of credit outstanding | 4,600,000 | 4,600,000 | 4,600,000 | ||||||||
Subsequent Event | New York City, New York | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Purchase commitment obligation due, 2019 | $ 108,500,000 | ||||||||||
Purchase commitment obligation due, 2020 | $ 61,700,000 | ||||||||||
Hurricane | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Accrued expense | 1,700,000 | 1,700,000 | |||||||||
Revolving Corporate Credit Facility | Revolving corporate credit facility, net | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Credit facility | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | ||||||||
Minimum | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Number of properties | Property | 65 | 65 | 65 | ||||||||
Minimum | Hurricane | |||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||
Number of properties | Property | 20 | 20 | 20 |
DEBT Debt Balances, Net of Unam
DEBT Debt Balances, Net of Unamortized Debt Issuance Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 30, 2016 |
Debt Instrument [Line Items] | ||
Debt, gross | $ 1,207,676 | |
Debt, net | 1,153,222 | $ 737,224 |
Carrying Amount | ||
Debt Instrument [Line Items] | ||
Capital leases | 7,221 | 7,221 |
Debt, net | 1,153,222 | 737,224 |
Non-Recourse Debt | ||
Debt Instrument [Line Items] | ||
Debt, gross | 906,701 | |
Non-Recourse Debt | Carrying Amount | ||
Debt Instrument [Line Items] | ||
Debt, gross | 906,701 | 738,362 |
Unamortized debt issuance costs | (11,296) | (9,174) |
Debt, net | 895,405 | 729,188 |
Other Debt | ||
Debt Instrument [Line Items] | ||
Debt, gross | 196 | |
Other Debt | Carrying Amount | ||
Debt Instrument [Line Items] | ||
Debt, gross | 196 | 834 |
Unamortized debt issuance costs | (16) | (19) |
Debt, net | 180 | 815 |
Convertible Senior Notes | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Debt, gross | 230,000 | |
Unamortized debt issuance costs | (6,185) | |
Unamortized discount | (33,076) | |
Convertible Senior Notes | Convertible Debt | Carrying Amount | ||
Debt Instrument [Line Items] | ||
Debt, gross | 230,000 | 0 |
Unamortized debt discount and issuance costs | (39,261) | 0 |
Debt, net | 190,739 | 0 |
Non-Interest Bearing Note Payable | Non-interest bearing note payable, net | ||
Debt Instrument [Line Items] | ||
Debt, gross | 63,558 | |
Non-Interest Bearing Note Payable | Non-interest bearing note payable, net | Carrying Amount | ||
Debt Instrument [Line Items] | ||
Debt, gross | 63,558 | 0 |
Unamortized discount | (3,881) | 0 |
Debt, net | $ 59,677 | $ 0 |
DEBT Additional Information (De
DEBT Additional Information (Details) | Sep. 30, 2017USD ($)Loan$ / sharesshares | Sep. 21, 2017USD ($)shares | Sep. 30, 2017USD ($)Loanconsecutive_trading_daytrading_day$ / sharesshares | Jun. 30, 2017USD ($) | Sep. 09, 2016USD ($) | Sep. 30, 2017USD ($)Loan$ / sharesshares | Sep. 29, 2017USD ($) | Sep. 25, 2017USD ($) | Sep. 20, 2017$ / sharesshares |
Debt Disclosure [Line Items] | |||||||||
Cash paid for interest, net of amounts capitalized | $ 14,600,000 | $ 15,600,000 | |||||||
Values of vacation ownership notes receivable that were securitized during the period | $ 360,800,000 | ||||||||
Proceeds from accounts receivable securitization | $ 350,000,000 | ||||||||
Number of notes receivable pools under performance triggers | Loan | 0 | 0 | |||||||
Number of notes receivable pools outstanding | Loan | 8 | 8 | 8 | ||||||
Proceeds from issuance of Convertible Notes | 0 | $ 230,000,000 | |||||||
Purchase of convertible note hedges | 0 | 33,235,000 | |||||||
Proceeds from issuance of Warrants | $ 0 | 20,332,000 | |||||||
Warehouse Credit Facility | |||||||||
Debt Disclosure [Line Items] | |||||||||
Values of vacation ownership notes receivable that were securitized during the period | $ 59,100,000 | ||||||||
Proceeds from accounts receivable securitization | $ 50,000,000 | ||||||||
Credit facility | $ 250,000,000 | $ 250,000,000 | 250,000,000 | ||||||
Credit facility, payable period after termination | 13 months | ||||||||
Line of credit facility, amount outstanding | $ 0 | $ 0 | $ 0 | ||||||
Advance rate for securitization | 85.00% | ||||||||
Cash flows between transferee and transferor proceeds | $ 50,300,000 | ||||||||
Cash flows between transferee and transferor, funding of restricted cash | $ 300,000 | ||||||||
Non-Recourse Debt | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt, weighted average interest rate | 2.50% | 2.50% | 2.50% | ||||||
Minimum | Revolving corporate credit facility, net | |||||||||
Debt Disclosure [Line Items] | |||||||||
Line of credit facility, commitment fee percentage | 0.20% | ||||||||
Minimum | Non-Recourse Debt | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt, stated interest rate | 2.20% | 2.20% | 2.20% | ||||||
Maximum | Revolving corporate credit facility, net | |||||||||
Debt Disclosure [Line Items] | |||||||||
Line of credit facility, commitment fee percentage | 0.40% | ||||||||
Maximum | Non-Recourse Debt | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt, stated interest rate | 6.30% | 6.30% | 6.30% | ||||||
Convertible Senior Notes | Convertible Debt | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt, stated interest rate | 1.50% | 1.50% | 1.50% | ||||||
Principal amount | $ 230,000,000 | $ 230,000,000 | $ 230,000,000 | ||||||
Proceeds from issuance of Convertible Notes | $ 223,700,000 | ||||||||
Debt instrument, convertible, conversion ratio | 6.7482 | ||||||||
Debt instrument, convertible, conversion price (in usd per share) | $ / shares | $ 148.19 | $ 148.19 | $ 148.19 | ||||||
Percentage above common stock price to conversion price of convertible debt when instrument is eligible for conversion | 30.00% | 30.00% | 30.00% | ||||||
Debt instrument, convertible, threshold trading days | trading_day | 20 | ||||||||
Debt instrument, convertible, threshold consecutive trading days | consecutive_trading_day | 30 | ||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130.00% | ||||||||
Debt instrument, convertible, measurement period threshold trading days | trading_day | 5 | ||||||||
Debt instrument, convertible measurement period threshold consecutive trading days | consecutive_trading_day | 5 | ||||||||
Debt instrument, convertible ratio of trading price per principle amount | 98.00% | ||||||||
Redemption price | 100.00% | ||||||||
Debt instrument, convertible, percentage of debt held by individual owner | 25.00% | ||||||||
Principal amount | $ 190,739,000 | $ 190,739,000 | $ 190,739,000 | $ 196,800,000 | |||||
Equity component, net of issuance costs | 32,573,000 | 32,573,000 | 32,573,000 | $ 33,200,000 | |||||
Unamortized debt issuance costs | $ 7,300,000 | $ 7,300,000 | $ 7,300,000 | ||||||
Convertible Senior Notes | Carrying Amount | Convertible Debt | |||||||||
Debt Disclosure [Line Items] | |||||||||
Effective percentage | 4.70% | 4.70% | 4.70% | ||||||
Over-Allotment Option | Convertible Debt | |||||||||
Debt Disclosure [Line Items] | |||||||||
Principal amount | $ 30,000,000 | $ 30,000,000 | $ 30,000,000 | ||||||
Non-Interest Bearing Note Payable | Non-interest bearing note payable, net | |||||||||
Debt Disclosure [Line Items] | |||||||||
Effective percentage | 6.00% | 6.00% | 6.00% | ||||||
Previous Revolving Corporate Credit Facility | Revolving corporate credit facility, net | |||||||||
Debt Disclosure [Line Items] | |||||||||
Credit facility | $ 200,000,000 | ||||||||
Revolving Corporate Credit Facility | Revolving corporate credit facility, net | |||||||||
Debt Disclosure [Line Items] | |||||||||
Credit facility | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | ||||||
Line of credit facility, amount outstanding | 0 | 0 | 0 | ||||||
Revolving Corporate Credit Facility | Letter of Credit | Revolving corporate credit facility, net | |||||||||
Debt Disclosure [Line Items] | |||||||||
Credit facility | $ 30,000,000 | $ 30,000,000 | $ 30,000,000 | ||||||
Revolving Corporate Credit Facility | Minimum | Eurodollar | Revolving corporate credit facility, net | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 0.50% | ||||||||
Revolving Corporate Credit Facility | Maximum | Eurodollar | Revolving corporate credit facility, net | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 2.75% | ||||||||
MVC Owner Trust 2017-1 | Non-Recourse Debt | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt, weighted average interest rate | 2.51% | 2.51% | 2.51% | ||||||
MVC Owner Trust 2017-1 | Class A Notes | Non-Recourse Debt | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt, stated interest rate | 2.42% | 2.42% | 2.42% | ||||||
Principal amount | $ 276,031,000 | $ 276,031,000 | $ 276,031,000 | ||||||
MVC Owner Trust 2017-1 | Class B Notes | Non-Recourse Debt | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt, stated interest rate | 2.75% | 2.75% | 2.75% | ||||||
Principal amount | $ 46,907,000 | $ 46,907,000 | $ 46,907,000 | ||||||
MVC Owner Trust 2017-1 | Class C Notes | Non-Recourse Debt | |||||||||
Debt Disclosure [Line Items] | |||||||||
Debt, stated interest rate | 2.99% | 2.99% | 2.99% | ||||||
Principal amount | $ 27,062,000 | $ 27,062,000 | $ 27,062,000 | ||||||
Convertible Note Hedges | |||||||||
Debt Disclosure [Line Items] | |||||||||
Option indexed to issuer's equity, indexed shares (in shares) | shares | 1,550,000 | ||||||||
Purchase of convertible note hedges | $ 33,200,000 | ||||||||
Number of convertible note hedges exercised (in shares) | shares | 0 | 0 | 0 | ||||||
Private Warrants | |||||||||
Debt Disclosure [Line Items] | |||||||||
Number of securities called by warrants (in shares) | shares | 1,550,000 | ||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 176.68 | ||||||||
Proceeds from issuance of Warrants | $ 20,300,000 | ||||||||
Number of warrants exercised (in shares) | shares | 0 | 0 | 0 | ||||||
Conversion Premium, Stock Price Exceeds The Conversion Price | Convertible Senior Notes | Convertible Debt | |||||||||
Debt Disclosure [Line Items] | |||||||||
Effective percentage above common stock price to conversion price of convertible debt, as effected by convertible note hedge and warrant transactions | 55.00% | 55.00% | 55.00% | ||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 176.68 | $ 176.68 | $ 176.68 |
DEBT Scheduled Future Principal
DEBT Scheduled Future Principal Payments for Debt (Detail) (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Long Term Debt Maturities Repayments Of Principal [Line Items] | |
2017, remaining | $ 26,217 |
2,018 | 138,854 |
2,019 | 127,131 |
2,020 | 98,220 |
2,021 | 99,015 |
Thereafter | 718,239 |
June 30, 2017 | 1,207,676 |
Vacation Ownership Notes Receivable Securitizations | |
Long Term Debt Maturities Repayments Of Principal [Line Items] | |
2017, remaining | 26,213 |
2,018 | 98,949 |
2,019 | 96,249 |
2,020 | 98,215 |
2,021 | 99,010 |
Thereafter | 488,065 |
June 30, 2017 | 906,701 |
Other Debt | |
Long Term Debt Maturities Repayments Of Principal [Line Items] | |
2017, remaining | 4 |
2,018 | 4 |
2,019 | 4 |
2,020 | 5 |
2,021 | 5 |
Thereafter | 174 |
June 30, 2017 | 196 |
Capital Leases | |
Long Term Debt Maturities Repayments Of Principal [Line Items] | |
2017, remaining | 0 |
2,018 | 7,221 |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
Thereafter | 0 |
June 30, 2017 | 7,221 |
Convertible Senior Notes | Convertible Debt | |
Long Term Debt Maturities Repayments Of Principal [Line Items] | |
2017, remaining | 0 |
2,018 | 0 |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
Thereafter | 230,000 |
June 30, 2017 | 230,000 |
Non-Interest Bearing Note Payable | Non-interest bearing note payable, net | |
Long Term Debt Maturities Repayments Of Principal [Line Items] | |
2017, remaining | 0 |
2,018 | 32,680 |
2,019 | 30,878 |
2,020 | 0 |
2,021 | 0 |
Thereafter | 0 |
June 30, 2017 | $ 63,558 |
DEBT Net Carrying Value Of The
DEBT Net Carrying Value Of The Convertible Notes (Details) - Convertible Debt - Convertible Senior Notes - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 25, 2017 |
Debt Instrument [Line Items] | ||
Principal amount | $ 230,000 | |
Unamortized debt discount | (33,076) | |
Unamortized debt issuance costs | (6,185) | |
Long-term Debt | 190,739 | $ 196,800 |
Equity component, net of issuance costs | $ 32,573 | $ 33,200 |
DEBT Interest Expense Related T
DEBT Interest Expense Related To The Convertible Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 58 | |
Amortization of debt discount | 148 | |
Amortization of debt issuance costs | 26 | |
Interest Expense, Debt | $ 232 | |
Convertible Debt | Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 58 | |
Amortization of debt discount | 148 | |
Amortization of debt issuance costs | 26 | |
Interest Expense, Debt | $ 232 |
SHAREHOLDERS' EQUITY Additional
SHAREHOLDERS' EQUITY Additional Information (Details) - $ / shares | Sep. 30, 2017 | Aug. 01, 2017 | Dec. 30, 2016 |
Equity [Abstract] | |||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 | |
Common stock, shares issued (in shares) | 36,857,186 | 36,633,868 | |
Common stock, shares outstanding (in shares) | 26,494,047 | 26,990,306 | |
Treasury stock, shares (in shares) | 10,363,139 | 9,643,562 | |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 | |
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 | |
Preferred stock, issued (in shares) | 0 | 0 | |
Preferred stock, outstanding (in shares) | 0 | 0 | |
Number of additional shares authorized to be repurchased (in shares) | 1,000,000 | ||
Share repurchase program, number of common stock authorized to be repurchased (in shares) | 11,900,000 | ||
Shares remained available for repurchase under the program (in shares) | 1,500,000 |
SHAREHOLDERS' EQUITY Changes in
SHAREHOLDERS' EQUITY Changes in Shareholder's Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 09, 2016 | Sep. 09, 2016 | Sep. 30, 2017 | Dec. 30, 2016 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
December 30, 2016 | $ 907,819 | ||||
Opening balance 2017 | $ 907,819 | ||||
Net income | $ 40,762 | $ 26,807 | $ 87,524 | 118,738 | |
Foreign currency translation adjustments | 4,945 | (664) | 1,089 | 11,626 | |
Derivative instrument adjustment | 22 | $ 33 | $ (366) | 70 | |
Amounts related to share-based compensation | 1,936 | ||||
Repurchase of common stock | (83,067) | ||||
Dividends | (28,512) | ||||
Equity component of convertible notes, net of issuance costs | 32,573 | ||||
Purchase of convertible note hedges | (33,235) | ||||
Issuance of warrants | 20,332 | ||||
Employee stock plan issuance | 942 | ||||
September 30, 2017 | 949,222 | 949,222 | |||
Common Stock | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
December 30, 2016 | 366 | ||||
Amounts related to share-based compensation | 3 | ||||
September 30, 2017 | 369 | 369 | |||
Treasury Stock | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
December 30, 2016 | (606,631) | ||||
Opening balance 2017 | (606,631) | ||||
Repurchase of common stock | (83,067) | ||||
Employee stock plan issuance | 564 | ||||
September 30, 2017 | (689,134) | (689,134) | |||
Additional Paid-In Capital | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
December 30, 2016 | 1,162,283 | ||||
Impact of adoption of ASU 2016-09 | 371 | ||||
Opening balance 2017 | 1,162,654 | ||||
Amounts related to share-based compensation | 1,933 | ||||
Equity component of convertible notes, net of issuance costs | 32,573 | ||||
Purchase of convertible note hedges | (33,235) | ||||
Issuance of warrants | 20,332 | ||||
Employee stock plan issuance | 378 | ||||
September 30, 2017 | 1,184,635 | 1,184,635 | |||
Accumulated Other Comprehensive Income | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
December 30, 2016 | 5,460 | ||||
Opening balance 2017 | 5,460 | ||||
Foreign currency translation adjustments | 11,626 | ||||
Derivative instrument adjustment | 70 | ||||
September 30, 2017 | 17,156 | 17,156 | |||
Retained Earnings | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
December 30, 2016 | 346,341 | ||||
Impact of adoption of ASU 2016-09 | (371) | ||||
Opening balance 2017 | $ 345,970 | ||||
Net income | 118,738 | ||||
Dividends | (28,512) | ||||
Employee stock plan issuance | 0 | ||||
September 30, 2017 | $ 436,196 | $ 436,196 |
SHAREHOLDERS' EQUITY Summary of
SHAREHOLDERS' EQUITY Summary of Stock Repurchase Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Stock Repurchase [Roll Forward] | |
Number of Shares Repurchased (in shares) | 9,643,562 |
Cost of Shares Repurchased | $ | $ 83,067 |
Number of Shares Repurchased (in shares) | 10,363,139 |
Treasury Stock | |
Stock Repurchase [Roll Forward] | |
Number of Shares Repurchased (in shares) | 9,672,629 |
Cost of Shares Repurchased | $ | $ 608,439 |
Average Price Paid per Share (in usd per share) | $ / shares | $ 62.90 |
Number of Shares of Common Stock Repurchased (in shares) | 728,385 |
Cost of Shares Repurchased | $ | $ 83,067 |
Average Price Paid per Share (in usd per share) | $ / shares | $ 114.04 |
Number of Shares Repurchased (in shares) | 10,401,014 |
Cost of Shares Repurchased | $ | $ 691,506 |
Average Price Paid per Share (in usd per share) | $ / shares | $ 66.48 |
SHAREHOLDERS' EQUITY Cash Divid
SHAREHOLDERS' EQUITY Cash Dividend Declared (Details) - $ / shares | Sep. 07, 2017 | May 11, 2017 | Feb. 09, 2017 | Sep. 30, 2017 | Sep. 09, 2016 | Sep. 09, 2016 | Sep. 30, 2017 |
Equity [Abstract] | |||||||
Dividend per Share (in usd per share) | $ 0.35 | $ 0.35 | $ 0.35 | $ 0.35 | $ 0.30 | $ 0.90 | $ 1.05 |
SHARE-BASED COMPENSATION Additi
SHARE-BASED COMPENSATION Additional Information (Details) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares authorized for issuance under the plan (in shares) | 6,000,000 |
Shares available for grants under the plan (in shares) | 1,400,000 |
Restricted stock units | Employees and Non Employee Directors | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock awards, grants in period (in shares) | 111,992 |
Stock awards granted, weighted average (in usd per share) grant date fair value | $ / shares | $ 95.57 |
Performance based RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Maximum amount of RSU subject to vesting (in shares) | 94,436 |
SARs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock awards, grants in period (in shares) | 81,977 |
Stock awards granted, weighted average (in usd per share) grant date fair value | $ / shares | $ 27.63 |
Stock awards granted, weighted average (in usd per share) exercise date fair value | $ / shares | $ 97.53 |
SHARE-BASED COMPENSATION Share-
SHARE-BASED COMPENSATION Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 09, 2016 | Sep. 09, 2016 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 3,898 | $ 3,139 | $ 9,995 | $ 12,349 |
Service based RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 2,367 | 2,065 | 6,618 | 7,814 |
Performance based RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 904 | 560 | 2,003 | 2,775 |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 3,271 | 2,625 | 8,621 | 10,589 |
SARs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 627 | 514 | 1,374 | 1,760 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 0 | $ 0 | $ 0 | $ 0 |
SHARE-BASED COMPENSATION Deferr
SHARE-BASED COMPENSATION Deferred Compensation Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deferred compensation costs related to unvested awards | $ 18,311 | $ 13,453 |
Service based RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deferred compensation costs related to unvested awards | 10,931 | 9,000 |
Performance based RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deferred compensation costs related to unvested awards | 5,754 | 3,307 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deferred compensation costs related to unvested awards | 16,685 | 12,307 |
SARs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deferred compensation costs related to unvested awards | 1,626 | 1,146 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deferred compensation costs related to unvested awards | $ 0 | $ 0 |
SHARE-BASED COMPENSATION Assump
SHARE-BASED COMPENSATION Assumptions Used to Estimate Fair Value of Grants (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Expected volatility | 30.41% |
Dividend yield | 1.44% |
Risk-free rate | 2.06% |
Expected term (in years) | 6 years 3 months |
VARIABLE INTEREST ENTITIES Clas
VARIABLE INTEREST ENTITIES Classifications of Consolidated VIE Assets and Liabilities (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Variable Interest Entity [Line Items] | |
VIE Assets | $ 915,352 |
VIE Liabilities | 907,440 |
Vacation ownership notes receivable, net of reserves | |
Variable Interest Entity [Line Items] | |
VIE Assets | 875,237 |
Interest receivable | |
Variable Interest Entity [Line Items] | |
VIE Assets | 5,702 |
Restricted cash | |
Variable Interest Entity [Line Items] | |
VIE Assets | 34,413 |
Interest payable | |
Variable Interest Entity [Line Items] | |
VIE Liabilities | 739 |
Vacation Ownership Notes Receivable Securitizations | |
Variable Interest Entity [Line Items] | |
VIE Assets | 915,352 |
VIE Liabilities | 907,398 |
Vacation Ownership Notes Receivable Securitizations | Vacation ownership notes receivable, net of reserves | |
Variable Interest Entity [Line Items] | |
VIE Assets | 875,237 |
Vacation Ownership Notes Receivable Securitizations | Interest receivable | |
Variable Interest Entity [Line Items] | |
VIE Assets | 5,702 |
Vacation Ownership Notes Receivable Securitizations | Restricted cash | |
Variable Interest Entity [Line Items] | |
VIE Assets | 34,413 |
Vacation Ownership Notes Receivable Securitizations | Interest payable | |
Variable Interest Entity [Line Items] | |
VIE Liabilities | 697 |
Warehouse Credit Facility | |
Variable Interest Entity [Line Items] | |
VIE Assets | 0 |
VIE Liabilities | 42 |
Warehouse Credit Facility | Vacation ownership notes receivable, net of reserves | |
Variable Interest Entity [Line Items] | |
VIE Assets | 0 |
Warehouse Credit Facility | Interest receivable | |
Variable Interest Entity [Line Items] | |
VIE Assets | 0 |
Warehouse Credit Facility | Restricted cash | |
Variable Interest Entity [Line Items] | |
VIE Assets | 0 |
Warehouse Credit Facility | Interest payable | |
Variable Interest Entity [Line Items] | |
VIE Liabilities | 42 |
Non-Recourse Debt | |
Variable Interest Entity [Line Items] | |
VIE Liabilities | 906,701 |
Non-Recourse Debt | Vacation Ownership Notes Receivable Securitizations | |
Variable Interest Entity [Line Items] | |
VIE Liabilities | 906,701 |
Non-Recourse Debt | Warehouse Credit Facility | |
Variable Interest Entity [Line Items] | |
VIE Liabilities | $ 0 |
VARIABLE INTEREST ENTITIES Addi
VARIABLE INTEREST ENTITIES Additional Information (Details) | 9 Months Ended | |||
Sep. 30, 2017USD ($) | Jun. 30, 2017Unit | Dec. 30, 2016USD ($) | Sep. 09, 2016USD ($) | |
Variable Interest Entity [Line Items] | ||||
Restricted Cash and Cash Equivalents | $ 61,701,000 | $ 66,000,000 | ||
Noncontrolling interest | 0 | |||
Aggregate funding that could be required above the overcollateralization | 5,000,000 | |||
Accrued Liabilities | 128,236,000 | 147,469,000 | ||
Inventory | 735,072,000 | 712,536,000 | ||
Other assets | 119,942,000 | 128,935,000 | ||
Other liabilities | $ 12,789,000 | $ 15,873,000 | ||
Minimum | ||||
Variable Interest Entity [Line Items] | ||||
Limit to repurchasing defaulted mortgage notes at the outstanding principal balance | 15.00% | |||
Maximum | ||||
Variable Interest Entity [Line Items] | ||||
Limit to repurchasing defaulted mortgage notes at the outstanding principal balance | 20.00% | |||
New York City, New York | Variable Interest Entity, Not Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Capital lease asset | $ 8,400,000 | |||
Capital lease liability | 7,200,000 | |||
Maximum loss (less than) | 2,200,000 | |||
Note receivable | 500,000 | |||
Marco Island Florida | ||||
Variable Interest Entity [Line Items] | ||||
Number of vacation ownership units acquired | Unit | 36 | |||
Marco Island Florida | Marco Island, Florida | Variable Interest Entity, Not Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Maximum loss (less than) | 1,000,000 | |||
Note receivable | 500,000 | |||
Inventory | 3,500,000 | |||
Other assets | 2,400,000 | |||
Other liabilities | $ 7,500,000 | |||
Vacation Ownership Notes Receivable Securitizations | ||||
Variable Interest Entity [Line Items] | ||||
Restricted Cash and Cash Equivalents | $ 50,000,000 |
VARIABLE INTEREST ENTITIES Inte
VARIABLE INTEREST ENTITIES Interest Income and Expense Recognized as a Result of Our Involvement with Variable Interest Entities (Details) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 09, 2016 | Sep. 09, 2016 | Sep. 30, 2017 | |
Variable Interest Entity [Line Items] | ||||
Interest income | $ 32,945 | $ 27,703 | $ 82,730 | $ 94,104 |
Debt issuance cost amortization | 26 | |||
Administrative expenses | 26,666 | $ 22,151 | $ 72,871 | 83,739 |
Variable Interest Entity | ||||
Variable Interest Entity [Line Items] | ||||
Interest income | 26,538 | 72,832 | ||
Interest expense to investors | 5,311 | 14,714 | ||
Debt issuance cost amortization | 1,187 | 3,376 | ||
Administrative expenses | 129 | 417 | ||
Vacation Ownership Notes Receivable Securitizations | Variable Interest Entity | ||||
Variable Interest Entity [Line Items] | ||||
Interest income | 25,900 | 70,501 | ||
Interest expense to investors | 4,837 | 13,389 | ||
Debt issuance cost amortization | 947 | 2,677 | ||
Administrative expenses | 92 | 301 | ||
Warehouse Credit Facility | Variable Interest Entity | ||||
Variable Interest Entity [Line Items] | ||||
Interest income | 638 | 2,331 | ||
Interest expense to investors | 474 | 1,325 | ||
Debt issuance cost amortization | 240 | 699 | ||
Administrative expenses | $ 37 | $ 116 |
VARIABLE INTEREST ENTITIES Cash
VARIABLE INTEREST ENTITIES Cash Flows Between Company and Variable Interest Entities (Details) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 09, 2016 | Sep. 30, 2017 | |
Cash inflows: | |||
Proceeds from vacation ownership notes receivable securitizations | $ 350,000 | ||
Vacation Ownership Notes Receivable Securitizations | |||
Cash inflows: | |||
Proceeds from vacation ownership notes receivable securitizations | $ 247,453 | $ 346,469 | |
Principal receipts | 118,015 | 170,920 | |
Interest receipts | 60,863 | 71,464 | |
Reserve release | 405 | 32 | |
Total | 426,736 | 588,885 | |
Cash outflows: | |||
Principal to investors | (105,863) | (159,305) | |
Voluntary repurchases of defaulted vacation ownership notes receivable | (22,025) | (22,356) | |
Interest to investors | (10,823) | (13,121) | |
Funding of restricted cash | (51,770) | (1,804) | |
Total | (190,481) | (196,586) | |
Net Cash Flows | 236,255 | 392,299 | |
Warehouse Credit Facility | |||
Cash inflows: | |||
Proceeds from vacation ownership notes receivable securitizations | 126,622 | 50,260 | |
Principal receipts | 5,227 | 1,403 | |
Interest receipts | 5,048 | 2,093 | |
Reserve release | 909 | 296 | |
Total | 137,806 | 54,052 | |
Cash outflows: | |||
Principal to investors | (3,771) | (1,160) | |
Voluntary repurchases of defaulted vacation ownership notes receivable | (661) | 0 | |
Repayment of Warehouse Credit Facility | (122,190) | (49,100) | |
Interest to investors | (1,338) | (1,324) | |
Funding of restricted cash | (447) | (296) | |
Total | (128,407) | (51,880) | |
Net Cash Flows | $ 9,399 | $ 2,172 |
BUSINESS SEGMENTS Additional In
BUSINESS SEGMENTS Additional Information (Details) | 9 Months Ended |
Sep. 30, 2017Segmentprogram | |
Segment Reporting Information [Line Items] | |
Number of business segments | Segment | 3 |
Asia Pacific | |
Segment Reporting Information [Line Items] | |
Number of points based programs in our AP segment | program | 2 |
BUSINESS SEGMENTS Revenues (Det
BUSINESS SEGMENTS Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 09, 2016 | Sep. 09, 2016 | Sep. 30, 2017 | |
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
TOTAL REVENUES | $ 486,990 | $ 401,637 | $ 1,243,930 | $ 1,470,729 |
Corporate and other | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
TOTAL REVENUES | 0 | 0 | 0 | 0 |
Operating Segments | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
TOTAL REVENUES | 486,990 | 401,637 | 1,243,930 | 1,470,729 |
Operating Segments | North America | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
TOTAL REVENUES | 437,801 | 358,799 | 1,117,419 | 1,341,430 |
Operating Segments | Asia Pacific | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
TOTAL REVENUES | 16,952 | 14,760 | 53,168 | 50,482 |
Operating Segments | Europe | ||||
Segment Reporting, Asset Reconciling Item [Line Items] | ||||
TOTAL REVENUES | $ 32,237 | $ 28,078 | $ 73,343 | $ 78,817 |
BUSINESS SEGMENTS Net Income (L
BUSINESS SEGMENTS Net Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 09, 2016 | Sep. 09, 2016 | Sep. 30, 2017 | |
Segment Reporting, Reconciliation of Net Income (Loss) Segment to Consolidated [Line Items] | ||||
Segment financial results | $ 63,129 | $ 40,848 | $ 142,180 | $ 180,877 |
Provision for income taxes | 22,367 | 14,041 | 54,656 | 62,139 |
Net income | 40,762 | 26,807 | 87,524 | 118,738 |
Corporate and other | ||||
Segment Reporting, Reconciliation of Net Income (Loss) Segment to Consolidated [Line Items] | ||||
Segment financial results | (47,069) | (47,173) | (146,718) | (156,720) |
Operating Segments | ||||
Segment Reporting, Reconciliation of Net Income (Loss) Segment to Consolidated [Line Items] | ||||
Segment financial results | 110,198 | 88,021 | 288,898 | 337,597 |
Operating Segments | North America | ||||
Segment Reporting, Reconciliation of Net Income (Loss) Segment to Consolidated [Line Items] | ||||
Segment financial results | 103,904 | 82,294 | 282,242 | 327,210 |
Operating Segments | Europe | ||||
Segment Reporting, Reconciliation of Net Income (Loss) Segment to Consolidated [Line Items] | ||||
Segment financial results | 6,766 | 4,536 | 7,079 | 10,939 |
Operating Segments | Asia Pacific | ||||
Segment Reporting, Reconciliation of Net Income (Loss) Segment to Consolidated [Line Items] | ||||
Segment financial results | $ (472) | $ 1,191 | $ (423) | $ (552) |
BUSINESS SEGMENTS Assets (Detai
BUSINESS SEGMENTS Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 30, 2016 |
Segment Reporting Information [Line Items] | ||
Total Assets | $ 2,823,036 | $ 2,391,419 |
Corporate and other | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 521,426 | 258,805 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 2,301,610 | 2,132,614 |
Operating Segments | North America | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 2,102,691 | 1,968,021 |
Operating Segments | Asia Pacific | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 131,486 | 102,348 |
Operating Segments | Europe | ||
Segment Reporting Information [Line Items] | ||
Total Assets | $ 67,433 | $ 62,245 |