CONTINGENCIES AND COMMITMENTS | 11. CONTINGENCIES AND COMMITMENTS Commitments and Letters of Credit As of March 31, 2019 , 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 $52 million , of which we expect $29 million , $13 million , $5 million , $3 million and $2 million will be paid in the remainder of 2019, 2020, 2021, 2022 and 2023, respectively. • We have commitments of $3 million to subsidize operating costs of vacation ownership property owners’ associations, which we expect to pay in 2019. • We have a commitment to purchase an operating property located in New York, New York for $182 million , of which $7 million is attributed to a related finance lease arrangement and recorded in Debt. We expect to acquire the units in the property in their current form, over time, and we expect to make payments for these units of $120 million and $62 million in 2020 and 2021, respectively. We currently manage this property, which was rebranded as Marriott Vacation Club Pulse, New York City. See Footnote 17 “ Variable Interest Entities ” for additional information on this transaction and our activities relating to the variable interest entity involved in this transaction. • We have a commitment to purchase 88 vacation ownership units located in Bali, Indonesia for use in our Vacation Ownership segment, contingent upon completion of construction to agreed-upon standards within specified timeframes. We expect to complete the acquisition in 2020 and to make the remaining payments with respect to these units when specific construction milestones are completed, as follows: $7 million in 2019, $23 million in 2020 and $2 million in 2021. • We have a commitment to purchase an operating property located in San Francisco, California for $158 million of which $10 million is attributed to a related finance lease arrangement and recorded in Debt. We expect to acquire the operating property over time and expect to make payments for the operating property as follows: $56 million in 2019, $55 million in 2020 and $47 million in 2021. We currently manage this unbranded property, which we expect to rebrand as Marriott Vacation Club Pulse, San Francisco during 2019. See Footnote 17 “ Variable Interest Entities ” for additional information on this transaction and our activities relating to the variable interest entity involved in this transaction. Surety bonds issued as of March 31, 2019 totaled $74 million , the majority of which were requested by federal, state or local governments in connection with our operations. Additionally, as of March 31, 2019 , we had $4 million of letters of credit outstanding under our $600 million revolving credit facility (the “Revolving Corporate Credit Facility”). Guarantees At March 31, 2019 , our maximum exposure under guarantees was $45 million which primarily relates to certain of our rental management agreements in our Exchange & Third-Party Management segment. These agreements provide for owners of properties we manage to receive specified percentages or guaranteed dollar amounts of the rental revenue generated under our management. In these cases, the operating expenses for the rental operations are paid from the revenue generated by the rentals, the owners are then paid their contractual percentages or guaranteed dollar amounts, and our vacation rental business either retains the balance (if any) as its fee or makes up the deficit. Loss Contingencies In June 2013, Earl C. and Patricia A. Charles, owners of a fractional interest at The Ritz-Carlton Club & Residences, Kapalua Bay (“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, other entities that have equity investments in 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”) and the Joint Venture. The plaintiffs alleged 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 included 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. In February 2019, the parties reached an agreement to settle the case, and during the fourth quarter of 2018, we recorded an accrual of $12 million in conjunction with the settlement. 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 U.S. District Court for the District of Colorado against us, certain of our subsidiaries, and other third party defendants. The amended complaint alleges that the plaintiffs’ fractional interests were devalued by the affiliation of the RCC Aspen Highlands and other Ritz-Carlton Clubs with our points-based Marriott Vacation Club Destinations (“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 the Court granted in part and denied in part in March 2018. In February 2018, the plaintiffs filed a motion seeking to add a claim for punitive damages to their complaint, which the Court granted in May 2018. In March 2019, plaintiffs filed a modified motion seeking to further amend their complaint. That motion remains pending. We dispute the plaintiffs’ material allegations 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 May 2016, we, certain of our subsidiaries, and certain 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 challenged the characterization of the beneficial interests in the MVCD trust that are sold to customers as real estate interests under Florida law. They also challenged 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. In October 2017, after the Court granted our motion to dismiss the initial complaint, the plaintiffs filed an amended complaint. In November 2017, we filed a motion to dismiss the amended complaint, and in March 2019, the Court partially granted our motion. In April 2019, we filed a motion for judgment on the pleadings regarding the sole remaining claim against us. In October 2018, the plaintiffs filed a motion for class certification, which was denied without prejudice in April 2019. We dispute the plaintiffs’ material allegations and continue 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 December 2016, individuals and entities who own or owned 107 fractional interests at the Fifth and Fifty-Fifth Residence Club located within The St. Regis, New York (the “St. Regis NY Club”) filed an action against ILG, certain of its subsidiaries, Marriott International and certain of its subsidiaries, including Starwood. The case is filed as a mass action in the U.S. District Court for the Southern District of New York. Plaintiffs principally challenge the sale of less than all interests offered in the fractional offering plan, the amendment of the plan to include additional units, and the rental of unsold fractional interests by the plan’s sponsor, claiming that the alleged acts breached the relevant agreements and harmed the value of plaintiffs’ fractional interests. The relief sought includes, among other things, compensatory damages, rescission, disgorgement, attorneys’ fees, and pre- and post-judgment interest. In April 2017, we filed a motion to dismiss the amended complaint, which the Court granted in part and denied in part in September 2018. Thereafter, in October 2018, the plaintiffs filed another amended complaint. We responded by filing a motion to dismiss, which remains pending. We dispute the material allegations 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 February 2017, the owners’ association for the St. Regis NY Club filed a separate suit against ILG and certain of its subsidiaries in the U.S. District Court for the Southern District of New York. In March 2017, before we were served with the initial complaint, plaintiff filed an amended complaint that added Marriott International and Starwood as defendants and added additional claims. Plaintiff filed a second amended complaint in July 2017. The complaint, as amended, asserts claims against the sponsor of the St. Regis NY Club (St. Regis Residence Club, New York, Inc.), the St. Regis NY Club manager (St. Regis New York Management, Inc.), and certain affiliated entities, as well as against Marriott International and Starwood, for alleged breach of fiduciary duties principally related to sale and rental practices, tortious interference with the management agreement, and alleged unjust enrichment, seeks certain declaratory relief in connection with the Starpoints conversion program and the exchange program at the St. Regis NY Club, and asserts claims based on alleged anticompetitive conduct by the defendants in connection with plaintiff’s renewal of the St. Regis NY Club management agreement. In addition to the declaratory relief sought, plaintiff seeks unspecified actual damages, punitive damages, and disgorgement of payments under the management and purchase agreements, as well as related agreements. In September 2017, we filed a motion to dismiss the second amended complaint, which the Court granted in part and denied in part in September 2018. In December 2018, the remaining claims were transferred to the U.S. District Court for the Middle District of Florida, and in April 2019, plaintiff filed a motion to amend the complaint in the federal court action. In February 2019, plaintiff filed a state court action in the New York State Supreme Court asserting claims similar to those pending in the federal court action. We have not been served with the complaint. We dispute the plaintiff’s material allegations and continue to defend against the actions vigorously. Given the inherent uncertainties of litigation, we cannot estimate a range of the potential liability, if any, at this time. In April 2019, we, certain of our subsidiaries, Marriott International, and certain of its subsidiaries were served with a complaint in an action originally filed on January 24, 2019 in the Superior Court of the Virgin Islands, Division of St. Thomas by Alan and Marjorie Helman and 5 other named plaintiffs. The case is filed as a putative class action; the plaintiffs seek to represent a class consisting of themselves and all other owners of fractional interests at The Ritz-Carlton Club, St. Thomas (“RCC-St. Thomas”) from May 22, 2002 to January 26, 2014 (excluding those who have lost their interests via a loan foreclosure). Plaintiffs allege that their fractional interests were devalued by the affiliation of RCC-St. Thomas and other Ritz-Carlton Clubs with our MVCD program. The relief sought includes, among other things, unspecified damages, pre- and post-judgment interest, disgorgement of profits and attorneys’ fees. We dispute the plaintiffs’ material allegations and intend 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. Other During June 2018, we identified forged and fraudulently induced electronic payment disbursements we made to third parties in an aggregate amount of $10 million resulting from unauthorized third-party access to our email system. Upon detection, we immediately notified law enforcement authorities and relevant financial institutions and commenced a forensic investigation. During 2018, we recovered $6 million . Subsequent to the first quarter of 2019, we received $3 million from our insurance company as final settlement of our claim, and the insurance company waived the requirement for us to reimburse the insurance company for any monies subsequently recovered. Any additional recoveries will be recorded in our results in the future. We have concluded that this event did not involve access to any of our other systems. No other misappropriation of assets was identified during our investigation. Insurance Recoveries During September 2017, the Westin St. John Resort Villas, a Legacy-ILG property, sustained damage as a result of Hurricane Irma and remained closed until January 2019. As of March 31, 2019 , we received insurance payments in excess of spend of $5 million which is presented within Accrued liabilities on our Balance Sheet. This balance is subject to change. In September 2017, over 20 of our Legacy-MVW properties were impacted by Hurricane Irma and Hurricane Maria and, as a result, as of December 31, 2017, we accrued $1 million for the estimated property damage insurance deductibles and impairment of property and equipment, which was recorded in the Gains and other income, net line on our Income Statement for the year ended December 31, 2017. In 2018, we received $32 million of insurance proceeds related to the settlement of Legacy-MVW business interruption insurance claims arising from Hurricane Irma. These proceeds, and the related deductible of $3 million , were recorded net in the Gains and other income, net line on our Income Statement for the year ended December 31, 2018. During the first quarter of 2019, we recorded an additional $9 million of other income relating to the final settlement of these business interruption insurance claims, which was recorded in the Gains and other income, net line on our Income Statement for the three months ended March 31, 2019 |