Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 27, 2020 | Jun. 30, 2019 | |
Cover page. | |||
Title of 12(b) Security | Common Stock, $0.01 Par Value | ||
Entity Incorporation, State or Country Code | DE | ||
Document Type | 10-K | ||
Document Quarterly Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-35219 | ||
Entity Registrant Name | Marriott Vacations Worldwide Corp | ||
City Area Code | 407 | ||
Local Phone Number | 206-6000 | ||
Trading Symbol | VAC | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 41,394,819 | ||
Entity Public Float | $ 4,155,090,736 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001524358 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Tax Identification Number | 45-2598330 | ||
Entity Address, Address Line One | 6649 Westwood Blvd. | ||
Entity Address, City or Town | Orlando | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 32821 | ||
Documents Incorporated by Reference [Text Block] | Portions of the Proxy Statement prepared for the 2020 Annual Meeting of Shareholders are incorporated by reference into Part III of this report. |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
REVENUES | |||
Revenue from contracts with customers | $ 4,080 | $ 2,785 | $ 2,048 |
Financing | 275 | 183 | 135 |
TOTAL REVENUES | 4,355 | 2,968 | 2,183 |
EXPENSES | |||
Marketing and sales | 762 | 527 | 388 |
Financing | 96 | 65 | 43 |
General and administrative | 300 | 198 | 106 |
Depreciation and amortization | 141 | 62 | 21 |
Litigation charges | 7 | 46 | 4 |
Royalty fee | 106 | 78 | 63 |
Impairment | 99 | 0 | 0 |
Cost reimbursements | 1,108 | 925 | 750 |
TOTAL EXPENSES | 3,897 | 2,701 | 1,937 |
Gains and other income, net | 16 | 21 | 6 |
Interest expense | (132) | (54) | (10) |
ILG acquisition-related costs | (118) | (127) | (1) |
Other | 1 | (4) | (1) |
INCOME BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS | 225 | 103 | 240 |
Provision for income taxes | (83) | (51) | (5) |
NET INCOME | 142 | 52 | 235 |
Net (income) loss attributable to noncontrolling interests | (4) | 3 | 0 |
Net (loss) income attributable to common shareholders | $ 138 | $ 55 | $ 235 |
EARNINGS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS | |||
Basic earnings per share (in usd per share) | $ 3.13 | $ 1.64 | $ 8.70 |
Diluted earnings per share (in usd per share) | 3.09 | 1.61 | 8.49 |
Cash dividends declared per share of common stock (in usd per share) | $ 1.89 | $ 1.65 | $ 1.45 |
Sale of vacation ownership products | |||
REVENUES | |||
Revenue from contracts with customers | $ 1,390 | $ 990 | $ 757 |
EXPENSES | |||
Expenses | 356 | 260 | 194 |
Management and exchange | |||
REVENUES | |||
Revenue from contracts with customers | 954 | 499 | 279 |
EXPENSES | |||
Expenses | 506 | 259 | 147 |
Rental | |||
REVENUES | |||
Revenue from contracts with customers | 628 | 371 | 262 |
EXPENSES | |||
Expenses | 416 | 281 | $ 221 |
Cost reimbursements | |||
REVENUES | |||
Revenue from contracts with customers | $ 1,108 | $ 925 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
NET INCOME | $ 142 | $ 52 | $ 235 |
Other comprehensive (loss) income: | |||
Foreign currency translation adjustments | (27) | (5) | 12 |
Derivative instrument adjustment, net of tax | (15) | (6) | |
Derivative instrument adjustment, net of tax | 0 | ||
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX | (42) | (11) | 12 |
Net (income) loss attributable to noncontrolling interests | (4) | 3 | 0 |
Other comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 |
COMPREHENSIVE (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (4) | 3 | 0 |
Net (income) loss attributable to noncontrolling interests | $ 96 | $ 44 | $ 247 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 287 | $ 231 |
Restricted cash (including $64 and $69 from VIEs, respectively) | 414 | 383 |
Accounts receivable, net (including $13 and $11 from VIEs, respectively) | 323 | 324 |
Vacation ownership notes receivable, net (including $1,750 and $1,627 from VIEs, respectively) | 2,233 | 2,039 |
Inventory | 859 | 863 |
Property and equipment | 751 | 951 |
Goodwill | 2,892 | 2,828 |
Intangibles, net | 1,027 | 1,107 |
Other (including $39 and $26 from VIEs, respectively) | 428 | 292 |
TOTAL ASSETS | 9,214 | 9,018 |
LIABILITIES AND EQUITY | ||
Accounts payable | 286 | 301 |
Advance deposits | 187 | 171 |
Accrued liabilities (including $2 and $2 from VIEs, respectively) | 397 | 246 |
Deferred revenue | 433 | 383 |
Payroll and benefits liability | 186 | 210 |
Deferred compensation liability | 110 | 93 |
Securitized debt, net (including $1,871 and $1,706 from VIEs, respectively) | 1,871 | 1,714 |
Debt, net | 2,216 | 2,104 |
Other | 197 | 12 |
Deferred Income Tax Liabilities, Net | 300 | 318 |
TOTAL LIABILITIES | 6,183 | 5,552 |
Contingencies and Commitments (Note 11) | ||
Preferred stock — $.01 par value; 2,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Common stock — $.01 par value; 100,000,000 shares authorized; 75,020,272 and 57,626,462 shares issued, respectively | 1 | 1 |
Treasury stock — at cost; 33,438,176 and 11,633,731 shares, respectively | (1,253) | (790) |
Additional paid-in capital | 3,738 | 3,721 |
Accumulated other comprehensive income | (36) | 6 |
Retained earnings | 569 | 523 |
TOTAL MVW SHAREHOLDERS' EQUITY | 3,019 | 3,461 |
Noncontrolling interests | 12 | 5 |
TOTAL EQUITY | 3,031 | 3,466 |
TOTAL LIABILITIES AND EQUITY | $ 9,214 | $ 9,018 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Restricted cash | $ 414 | $ 383 |
Accounts receivable, net | 323 | 324 |
Vacation ownership notes receivable, net | 2,233 | 2,039 |
Other | 428 | 292 |
Accrued liabilities | 397 | 246 |
Securitized debt, net | $ 1,871 | $ 1,714 |
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) | 75,020,272 | 57,626,462 |
Treasury stock, shares (in shares) | 33,438,176 | 11,633,731 |
Variable Interest Entity | ||
Restricted cash | $ 64 | $ 69 |
Accounts receivable, net | 13 | 11 |
Vacation ownership notes receivable, net | 1,750 | 1,627 |
Other | 39 | 26 |
Accrued liabilities | 2 | 2 |
Securitized debt, net | $ 1,871 | $ 1,706 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
OPERATING ACTIVITIES | |||
NET INCOME | $ 142 | $ 52 | $ 235 |
Adjustments to reconcile net income to net cash, cash equivalents and restricted cash provided by operating activities: | |||
Depreciation and amortization of intangibles | 141 | 62 | 21 |
Amortization of debt discount and issuance costs | 19 | 16 | 10 |
Vacation ownership notes receivable reserve | 112 | 68 | 52 |
Share-based compensation | 33 | 29 | 16 |
Impairment charges | 99 | 0 | 0 |
(Gain) loss on disposal of property and equipment, net | (18) | 1 | 2 |
Deferred income taxes | 5 | 54 | (61) |
Net change in assets and liabilities, net of the effects of acquisition: | |||
Accounts receivable | 69 | (38) | (9) |
Vacation ownership notes receivable originations | (817) | (630) | (466) |
Vacation ownership notes receivable collections | 493 | 386 | 270 |
Inventory | 65 | 9 | 45 |
Purchase of vacation ownership units for future transfer to inventory | (20) | 0 | (34) |
Other assets | 24 | 21 | (21) |
Accounts payable, advance deposits and accrued liabilities | 17 | 21 | 39 |
Deferred revenue | 10 | 40 | 9 |
Payroll and benefit liabilities | (25) | (8) | 16 |
Deferred compensation liability | 18 | 10 | 12 |
Other liabilities | 23 | 0 | 0 |
Other, net | (8) | 4 | 6 |
Net cash, cash equivalents and restricted cash provided by operating activities | 382 | 97 | 142 |
INVESTING ACTIVITIES | |||
Acquisition of a business, net of cash and restricted cash acquired | 0 | (1,393) | 0 |
Disposition of subsidiary shares to noncontrolling interest holder | 0 | 40 | 0 |
Proceeds from collection of notes receivable | 38 | 0 | 0 |
Capital expenditures for property and equipment (excluding inventory) | (46) | (40) | (26) |
Purchase of company owned life insurance | (6) | (14) | (12) |
Dispositions, net | 51 | 0 | 0 |
Net cash, cash equivalents and restricted cash provided by (used in) investing activities | 37 | (1,407) | (38) |
FINANCING ACTIVITIES | |||
Borrowings from securitization transactions | 1,026 | 539 | 400 |
Repayment of debt related to securitization transactions | (880) | (382) | (293) |
Proceeds from debt | 935 | 1,690 | 318 |
Repayments of debt | (820) | (215) | (88) |
Finance lease payment | (12) | 0 | 0 |
Purchase of convertible note hedges | 0 | 0 | (33) |
Proceeds from issuance of warrants | 0 | 0 | 20 |
Debt issuance costs | (20) | (34) | (15) |
Repurchase of common stock | (465) | (96) | (88) |
Payment of dividends | (81) | (51) | (38) |
Payment of withholding taxes on vesting of restricted stock units | (15) | (18) | (11) |
Other, net | 1 | 0 | (1) |
Net cash, cash equivalents and restricted cash (used in) provided by financing activities | (331) | 1,433 | 171 |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | (1) | 0 | 3 |
Change in cash, cash equivalents and restricted cash | 87 | 123 | 278 |
Cash, cash equivalents and restricted cash, beginning of period | 614 | 491 | 213 |
Cash, cash equivalents and restricted cash, end of period | 701 | 614 | 491 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Dividends payable | 23 | 21 | 11 |
Non-cash issuance of debt in connection with acquisition of vacation ownership units | 0 | 0 | 64 |
Non-cash issuance of note receivable in connection with disposition to noncontrolling interest | 0 | 23 | 0 |
Non-cash issuance of stock in connection with ILG Acquisition | 2 | 1 | 1 |
Non-cash transfer from property and equipment to inventory | (71) | 0 | 0 |
Property acquired via capital lease | 0 | 9 | 0 |
SUPPLEMENTAL DISCLOSURES | |||
Interest paid, net of amounts capitalized | 167 | 55 | 22 |
Income taxes paid, net of refunds | 53 | 41 | 49 |
ILG, Inc | |||
Adjustments to reconcile net income to net cash, cash equivalents and restricted cash provided by operating activities: | |||
Depreciation and amortization of intangibles | 59 | 19 | |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Non-cash issuance of stock in connection with ILG Acquisition | $ 0 | $ 2,505 | $ 0 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) $ in Millions | Total | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Retained Earnings | Total MVW Shareholders' Equity | Noncontrolling Interests |
Balance (in shares) at Dec. 30, 2016 | 36,600,000 | |||||||
Balance at Dec. 30, 2016 | $ 895 | $ 0 | $ (607) | $ 1,163 | $ 5 | $ 334 | $ 895 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 235 | 235 | 235 | 0 | ||||
Foreign currency translation adjustments | 12 | 12 | 12 | |||||
Amounts related to share-based compensation (in shares) | 300,000 | |||||||
Amounts related to share-based compensation | 5 | 5 | 5 | |||||
Repurchase of common stock | (88) | (88) | (88) | |||||
Dividends | (40) | (40) | (40) | |||||
Equity component of convertible notes, net of issuance costs | 33 | 33 | 33 | |||||
Purchase of convertible note hedges | (33) | (33) | (33) | |||||
Issuance of warrants | 20 | 20 | 20 | |||||
Employee stock plan issuance | 2 | 1 | 1 | 2 | ||||
Balance (in shares) at Dec. 31, 2017 | 36,900,000 | |||||||
Balance at Dec. 31, 2017 | 1,041 | $ 0 | (694) | 1,189 | 17 | 529 | 1,041 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | $ 52 | 55 | 55 | (3) | ||||
ILG Acquisition (in shares) | 20,500,000 | |||||||
ILG Acquisition | $ 2,438 | $ 1 | 2,408 | 2,409 | 29 | |||
Disposition of subsidiary shares to noncontrolling interest holder | 51 | 72 | 72 | (21) | ||||
Foreign currency translation adjustments | (5) | (5) | (5) | |||||
Derivative instrument adjustment | (6) | (6) | (6) | |||||
Amounts related to share-based compensation (in shares) | 200,000 | |||||||
Amounts related to share-based compensation | 52 | 52 | 52 | |||||
Repurchase of common stock | (96) | (96) | (96) | |||||
Dividends | $ (61) | (61) | (61) | |||||
Balance (in shares) at Dec. 31, 2018 | 57,626,462 | |||||||
Balance at Dec. 31, 2018 | $ 3,466 | $ 1 | (790) | 3,721 | 6 | 523 | 3,461 | 5 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 142 | 138 | 138 | 4 | ||||
ILG Acquisition purchase accounting adjustment | 3 | 3 | ||||||
Foreign currency translation adjustments | (27) | (27) | (27) | |||||
Derivative instrument adjustment | (15) | (15) | (15) | |||||
Amounts related to share-based compensation (in shares) | 300,000 | |||||||
Amounts related to share-based compensation | 16 | 16 | 16 | |||||
Repurchase of common stock | (465) | (465) | (465) | |||||
Dividends | $ (84) | (84) | (84) | |||||
Employee stock plan issuance (in shares) | 0 | |||||||
Employee stock plan issuance | $ 3 | 2 | 1 | 3 | ||||
Tax restructuring transaction (in shares) | 17,100,000 | |||||||
Tax restructuring transaction | $ 0 | |||||||
Balance (in shares) at Dec. 31, 2019 | 75,020,272 | 75,000,000 | ||||||
Balance at Dec. 31, 2019 | $ 3,031 | $ 1 | $ (1,253) | $ 3,738 | $ (36) | $ 569 | $ 3,019 | $ 12 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The consolidated financial statements present the results of operations, financial position and cash flows of Marriott Vacations Worldwide Corporation (referred to in this report as (i) “we,” “us,” “Marriott Vacations Worldwide,” “MVW” or “the Company,” which includes our consolidated subsidiaries except where the context of the reference is to a single corporate entity, or (ii) “MVWC,” which shall refer only to Marriott Vacations Worldwide Corporation, without its consolidated subsidiaries). In order to make this report easier to read, we refer throughout to (i) our Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Statements of Income as our “Income Statements,” (iii) our Consolidated Balance Sheets as our “Balance Sheets,” and (iv) our 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 Consolidated Financial Statements, unless otherwise noted. We also refer to Marriott International, Inc. as “Marriott International” and Marriott International’s Marriott Bonvoy customer loyalty program as “Marriott Bonvoy.” We use certain other terms that are defined within these Financial Statements. The 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 (“VIEs”) for which Marriott Vacations Worldwide is the primary beneficiary in accordance with consolidation accounting guidance. References in these Financial Statements to net income attributable to common shareholders and MVW shareholders’ equity do not include noncontrolling interests, which represent the outside ownership of our consolidated non-wholly owned entities and are reported separately. Intercompany accounts and transactions between consolidated entities have been eliminated in consolidation. These Financial Statements reflect our financial position, results of operations and cash flows as prepared in conformity with United States Generally Accepted Accounting Principles (“GAAP”). 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, allocations of the purchase price paid in business combinations, cost of vacation ownership products, inventory valuation, goodwill and intangibles valuation, property and equipment valuation, accounting for acquired vacation ownership notes receivable, vacation ownership notes receivable reserves, income taxes and loss contingencies. Accordingly, actual amounts may differ from these estimated amounts. Unless otherwise specified, each reference to a particular year in these Financial Statements means the fiscal year ended on the date shown in the following table, rather than the corresponding calendar year. Beginning with our 2017 fiscal year, we changed our financial reporting cycle to a calendar year-end and end-of-month quarterly reporting cycle. Fiscal Year Fiscal Year-End Date Number of Days 2019 December 31, 2019 365 2018 December 31, 2018 365 2017 December 31, 2017 366 Acquisition of ILG On September 1, 2018 (the “Acquisition Date”), we completed the acquisition of ILG, LLC, formerly known as ILG, Inc. (“ILG”) through a series of transactions (the “ILG Acquisition”), after which ILG became our indirect wholly-owned subsidiary. We refer to our business associated with brands that existed prior to the ILG Acquisition as “Legacy-MVW” and to ILG’s business and brands that we acquired as “Legacy-ILG.” See Footnote 3 “ Acquisitions and Dispositions ” for more information on the ILG Acquisition. Reclassifications We have reclassified the following prior year amounts to conform to the current year presentation: • Reclassified Resort management and other services revenue to Management and exchange revenue; • Reclassified Resort management and other services expense to Management and exchange expense; • Consolidated Consumer financing interest expense into Financing expense; • Reclassified depreciation expense from Marketing and sales expense, Management and exchange expense, Rental expense, and General and administrative expense to Depreciation and amortization expense; • Reclassified $53 million from Accrued liabilities to Accounts payable; • Reclassified $58 million from Accrued liabilities to Advance deposits; • Reclassified $64 million from Accrued liabilities to Deferred revenue; • Reclassified $2 million from Accrued liabilities to Payroll and benefits liability; • Reclassified $3 million from Payroll and benefits liability to Accounts payable; and • Reclassified $20 million of other debt from Debt, net to Securitized debt, net. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition We account for revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, “ Revenue from Contracts with Customers ” (“ASC 606”). Sale of Vacation Ownership Products We market and sell vacation ownership products in our Vacation Ownership segment. Vacation ownership products include deeded vacation ownership products, deeded beneficial interests, rights to use real estate and other interests in trusts that solely hold real estate (collectively “vacation ownership products” or “VOIs”). Vacation ownership products may be sold for cash or we may provide financing. In connection with the sale of vacation ownership products, we provide sales incentives to certain purchasers and, in certain cases, membership in a brand affiliated club. Non-cash incentives typically include Marriott Bonvoy points, Hyatt’s customer loyalty program points (“World of Hyatt” points), or an alternative sales incentive that we refer to as “plus points.” Plus points are redeemable for stays at our resorts or for use in an exclusive selection of travel packages provided by affiliate tour operators (the “Explorer Collection”), generally up to two years from the date of issuance. Typically, sales incentives are only awarded if the sale is closed. Upon execution of a legal sales agreement, we typically receive an upfront deposit from our customer with the remainder of the purchase price for the vacation ownership product to either be collected at closing (“cash contract”) or financed by the customer through our financing programs (“financed contract”). Refer to “ Financing Revenues ” below for further information regarding financing terms. Customer deposits received for contracts are recorded as Advance deposits on our Balance Sheets until the point in time at which control of the vacation ownership product has transferred to the customer. Our assessment of collectibility of the transaction price for sales of vacation ownership products is aligned with our credit granting policies for financed contracts. In determining the consideration to which we expect to be entitled for financed contracts, we include estimated variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on the customer class and the results of our static pool analyses, which rely on historical payment data by customer class as described in “ Loan Loss Reserves ” below. Variable consideration which has not been included within the transaction price is presented as a reserve on vacation ownership notes receivable. Revisions to estimates of variable consideration from the sale of vacation ownership products impact the reserve on vacation ownership notes receivable and can increase or decrease revenue. Revenues were reduced during 2019 by $13 million due to changes in our estimate of variable consideration for performance obligations that were satisfied in prior periods. In addition, we account for cash incentives provided to customers as a reduction of the transaction price. Refer to “ Arrangements with Multiple Performance Obligations ” below for a description of our methods of allocating transaction price to each performance obligation. We evaluated our business practices, and the underlying risks and rewards associated with vacation ownership products and the respective timing that such risks and rewards are transferred to the customer in determining the point in time at which control of the vacation ownership product is transferred to the customer. Based upon the different terms of the contracts with the customer and business practices, we transfer control of the vacation ownership product at different times for Legacy-MVW and Legacy-ILG. We recognize revenue on the sale of Legacy-MVW vacation ownership products at closing. We recognize revenue on the sale of Legacy-ILG vacation ownership products upon expiration of the rescission period. Revenue for non-cash incentives, such as plus points, is recorded as Deferred revenue on our Balance Sheets at closing and is recognized as rental revenue upon transfer of control to the customer, which typically occurs upon delivery of the incentive, or at the point in time when the incentive is redeemed. For non-cash incentives provided by third parties (i.e. Marriott Bonvoy points, World of Hyatt points or third-party Explorer Collection offerings), we evaluated whether we control the underlying good or service prior to delivery to the customer. We concluded that we are an agent for those non-cash incentives which we do not control prior to delivery and as such record the related revenue net of the related cost upon recognition. Management and Exchange Revenues and Cost Reimbursements Revenues Ancillary Revenues Ancillary revenues consist of goods and services that are sold or provided by us at food and beverage outlets, golf courses and other retail and service outlets located at our resorts. Payments for such goods and services are generally received at the point of sale in the form of cash or credit card charges. For goods and services sold, we evaluate whether we control the underlying goods or services prior to delivery to the customer. For transactions where we do not control the goods or services prior to delivery, the related revenue is recorded net of the related cost upon recognition. We recognize ancillary revenue at the point in time when goods have been provided and/or services have been rendered. Management Fee Revenues and Cost Reimbursements Revenues We provide day-to-day-management services, including housekeeping services, operation of reservation systems, maintenance and certain accounting and administrative services for property owners’ associations, condominium owners and hotels. We generate revenue from fees we earn for managing vacation ownership resorts, clubs, owners’ associations, condominiums and hotels. In our Vacation Ownership segment, these fees are earned regardless of usage or occupancy and are typically based on either a percentage of the budgeted costs to operate the resorts or a fixed fee arrangement (“VO management fee revenues”). In our Exchange & Third-Party Management segment, we earn base management fees which are typically either (i) fixed amounts, (ii) amounts based on a percentage of adjusted gross lodging revenue, or (iii) various revenue sharing agreements based on stated formulas (“Base management fee revenues”) and incentive management fees, which are generally a percentage of either operating profits or improvement in operating profits (“Incentive management fees”). In addition, we receive reimbursement of costs incurred on behalf of our customers, which consist of actual expenses with no added margin (“cost reimbursements”). Vacation Ownership segment cost reimbursements revenues exclude amounts that we have paid to the property owners’ associations related to maintenance fees for unsold vacation ownership products, as we have concluded that such payments are consideration payable to a customer. Management fees are collected over time or upfront depending upon the specific management contract. Cost reimbursements are received over time and considered variable consideration. We have determined that a significant financing component does not exist as a substantial amount of the consideration promised by the customer is paid when the associated variable consideration is determined. We evaluated the nature of the management services provided and concluded that the management services constitute a series of distinct services to be accounted for as a single performance obligation transferred over time. We use an input method, the number of days that management services are provided, to recognize VO management fee revenues and Base management fee revenues, which is consistent with the pattern of transfer to the customers who receive and consume the benefits as services are provided each day. We recognize Incentive management fees as earned throughout the incentive period based on actual results, which is subject to estimation of the transaction price. Any consideration we receive in advance of services being rendered is recorded as Deferred revenue on our Balance Sheets and is recognized ratably across the service period to which it relates. We recognize variable consideration for Cost reimbursements revenues when the reimbursable costs are incurred. Other Services Revenues Other services revenues includes revenues from membership fees, club dues and additional fees for services we provide to customers. Membership fees and club dues are received in advance of providing access to the exchange services, are recorded as Deferred revenue on our Balance Sheets and are earned regardless of whether exchange services are provided. Generally, Interval International memberships are cancelable and refundable on a pro-rata basis, with the exception of the Interval International network’s Platinum tier which is non-refundable. Transaction-based fees are typically collected at a point in time. We have determined that exchange services constitute a stand-ready obligation for us to provide unlimited access to exchange services over a defined period of time, when and if a customer (or customer of a customer) requests. We have determined that customers benefit from the stand-ready obligation evenly throughout the period in which the customer has access to exchange services and as such, recognize membership fees and club dues on a straight-line basis over the related period of time. Transaction-based fees are recognized as revenue at the point in time at which the relevant goods or services are transferred to the customer. For transaction-based fees, we evaluate whether we control the underlying goods or services prior to delivery to the customer. Transaction-based fees from exchanges and other transactions in our Exchange & Third-Party Management segment are generally recognized when confirmation of the transaction is provided and services have been rendered. For transactions where we do not control the goods or services prior to delivery, the related revenue is recorded net of the related cost upon recognition. Financing Revenues We offer consumer financing as an option to qualifying customers purchasing vacation ownership products, which is collateralized by the underlying vacation ownership products. We recognize interest income on an accrual basis. The contractual terms of the financing agreements require that the contractual level of annual principal payments be sufficient to amortize the loan over a customary period for the vacation ownership product being financed, which is generally ten years. Generally, payments commence under the financing contracts 30 to 60 days after closing. We record the difference between the vacation ownership note receivable and the variable consideration included in the transaction price for the sale of the related vacation ownership product as a reserve on our vacation ownership notes receivable. We earn interest income from the financing arrangements on the principal balance outstanding over the life of the arrangement and record that interest income in Financing revenues on our Income Statements. In addition, we recognize interest income related to our acquired vacation ownership notes receivable using the level yield method. See Footnote 6 “ Vacation Ownership Notes Receivable ” for additional information related to the accounting for our acquired vacation ownership notes receivable. Financing revenues include transaction-based fees we charge to owners and other third parties for services. We recognize fee revenues when services have been rendered. Rental Revenues In our Vacation Ownership segment, we generate revenue from rentals of inventory that we hold for sale as interests in our vacation ownership programs, inventory that we control because our owners have elected alternative usage options permitted under our vacation ownership programs and rentals of owned-hotel properties. In our Exchange & Third-Party Management segment, we offer vacation rental opportunities for managed properties and to members of the Interval International network and certain other membership programs from seasonal oversupply or underutilized space, as well as sourced resort accommodations. We receive payments for rentals primarily through credit card charges. We generally recognize rental revenues when occupancy has occurred, which is consistent with the period in which the customer benefits from such service. For certain rental revenues associated with our Exchange & Third-Party Management segment, revenue is recognized when confirmation of the transaction is provided as we concluded we are an agent for these transactions. We recognize rental revenue from the utilization of plus points issued in connection with the sale of vacation ownership products as described in “ Sale of Vacation Ownership Products ” above. We also generate revenues from vacation packages sold to our customers. The packages have an expiration period of six to twenty-four months, and payments for such packages are non-refundable and generally paid by the customer in advance. Payments received in advance are recorded as Advance deposits on our Balance Sheets, until the revenue is recognized, when occupancy has occurred. For rental revenues associated with vacation ownership products which we own and which are registered and held for sale, to the extent that the proceeds are less than costs, revenues are reported net in accordance with ASC Topic 978, “ Real Estate – Time-Sharing Activities .” Arrangements with Multiple Performance Obligations Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. In cases where the standalone selling price is not readily available, we generally determine the standalone selling prices utilizing the adjusted market approach, using prices from similar contracts, our historical pricing on similar contracts, our internal marketing and selling data and other internal and external inputs we deem to be appropriate. Significant judgment is required in determining the standalone selling price under the adjusted market approach. Receivables, Contract Assets & Contract Liabilities As discussed above, the payment terms and conditions in our customer contracts vary. In some cases, customers prepay for their goods and services; in other cases, after appropriate credit evaluations, payment is due in arrears. When the timing of our delivery of goods and services is different from the timing of the payments made by customers, we recognize either a contract asset (performance precedes contractual due date) or a contract liability (customer payment precedes performance or when we have a right to consideration that is unconditional before the transfer of goods or services to a customer). Receivables are recorded when the right to consideration becomes unconditional. Contract liabilities are recognized as revenue as (or when) we perform under the contract. See Footnote 4 “ Revenue ” for additional information related to our receivables, contract assets and contract liabilities. Costs Incurred to Sell Vacation Ownership Products We charge marketing and sales costs we incur to sell vacation ownership products to expense when incurred. Earnings Per Share Attributable to Common Shareholders Basic earnings per share attributable to common shareholders is calculated by dividing the earnings available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share attributable to common shareholders 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 share attributable to common shareholders by application of the treasury stock method. Business Combinations We allocate the purchase price of an acquisition to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. We recognize as goodwill the amount by which the purchase price of an acquired entity exceeds the net of the fair values assigned to the assets acquired and liabilities assumed. In determining the fair values of assets acquired and liabilities assumed, we use various recognized valuation methods including the income, cost and market approaches. Further, we make assumptions within certain valuation techniques, including discount rates, royalty rates, and the amount and timing of future cash flows. We record the net assets and results of operations of an acquired entity in our Financial Statements from the acquisition date. We initially perform these valuations based upon preliminary estimates and assumptions by management or independent valuation specialists under our supervision, where appropriate, and make revisions as estimates and assumptions are finalized. We expense acquisition-related costs as we incur them. See Footnote 3 “ Acquisitions and Dispositions ” for additional information. As part of our accounting for business combinations we are required to determine the useful lives of identifiable intangible assets recognized separately from goodwill. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to the future cash flows of the acquired business. An intangible asset with a finite useful life shall be amortized; an intangible asset with an indefinite useful life shall not be amortized. We base the estimate of the useful life of an intangible asset on an analysis of all pertinent factors, in particular, all of the following factors with no one factor being more presumptive than the other: • The expected use of the asset. • The expected useful life of another asset or a group of assets to which the useful life of the intangible asset may relate. • Any legal, regulatory, or contractual provisions that may limit the useful life. • Our own historical experience in renewing or extending similar arrangements, consistent with our intended use of the asset, regardless of whether those arrangements have explicit renewal or extension provisions. • The effects of obsolescence, demand, competition, and other economic factors. • The level of maintenance expenditures required to obtain the expected future cash flows from the asset. If no legal, regulatory, contractual, competitive, economic, or other factors limit the useful life of an intangible asset to the reporting entity, the useful life of the asset shall be considered to be indefinite. The term indefinite does not mean the same as infinite or indeterminate. The useful life of an intangible asset is indefinite if that life extends beyond the foreseeable horizon; that is, there is no foreseeable limit on the period of time over which it is expected to contribute to the cash flows of the acquired business. Although we believe the assumptions and estimates we have made have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired entity and are inherently uncertain. Examples of critical estimates in accounting for acquisitions include but are not limited to future expected cash flows from sales of products and services and related contracts and agreements and discount and long-term growth rates. Unanticipated events and circumstances may occur which could affect the accuracy or validity of our assumptions, estimates or actual results. Additionally, when acquiring a company who has recorded deferred revenue in its historical, pre-acquisition financial statements, we are required as part of purchase accounting to re-measure the deferred revenue as of the acquisition date. Deferred revenue is re-measured to represent solely the cost that relates to the associated legal performance obligation which we assumed as part of the acquisition, plus a normal profit margin representing the level of effort or risk assumed. Legal performance obligations that simply relate to the passage of time would not result in recognized deferred revenue as there is little to no associated cost. This purchase accounting treatment typically results in lower amounts of revenue recognized in a reporting period following the acquisition than would have otherwise been recognized on a historical basis. Variable Interest Entities We consolidate entities under our control, including VIEs where we are deemed to be the primary beneficiary. In accordance with the applicable accounting guidance for the consolidation of VIEs, we analyze our variable interests, including loans, guarantees and equity investments, to determine if an entity in which we have a variable interest is a VIE. Our analysis includes both quantitative and qualitative reviews. We base our quantitative analysis on the forecasted cash flows of the entity, and our qualitative analysis on our review of the design of the entity, its organizational structure including decision-making ability, and relevant financial agreements. We also use our qualitative analyses to determine if we must consolidate a VIE because we are its primary beneficiary. Fair Value Measurements We have few financial instruments that we must measure at fair value on a recurring basis. See Footnote 7 “ Financial Instruments ” for further information. We also apply the provisions of fair value measurement to various non-recurring measurements for our financial and non-financial assets and liabilities. The applicable accounting standards define fair value as the price that would be received upon selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). We measure fair value of our assets and liabilities using inputs from the following three levels of the fair value hierarchy: • Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date. • Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). • Level 3 includes unobservable inputs that reflect our assumptions about what factors market participants would use in pricing the asset or liability. We develop these inputs based on the best information available, including our own data. Cash and Cash Equivalents We consider all highly liquid investments with an initial purchase maturity of three months or less at the date of purchase to be cash equivalents. Restricted Cash Restricted cash primarily consists of cash restricted for use by consolidated property owners’ associations which is designated for resort operations and other specific uses, such as reserves, cash held in a reserve account related to vacation ownership notes receivable securitizations, cash collected for maintenance fees to be remitted to property owners’ associations, and deposits received and held in escrow, primarily associated with the sale of vacation ownership products. Accounts Receivable Accounts receivable are stated at amounts due from customers, principally resort developers, members and managed properties, net of an allowance for doubtful accounts. Accounts receivable outstanding longer than the contractual payment terms are considered past due. We determine our allowance for accounts receivables by considering a number of factors, including the length of time accounts receivable are past due, previous loss history, our judgment as to the specific customer’s current ability to pay its obligation and the condition of the general economy. Our policy for determining our allowance for doubtful accounts consists of both general and specific reserves. The general reserve methodology is distinct for each business based on its historical collection experience and past practice. Predominantly, receivables greater than 120 days past due are applied a general reserve factor, while receivables 180 days or more past due are fully reserved. The determination of when to apply a specific reserve requires judgment and is directly related to the particular customer collection issue identified, such as known liquidity constraints, insolvency concerns or litigation. We write off accounts receivable when they become uncollectible once we have exhausted all means of collection. Accounts receivable is presented net of allowances of $12 million and $4 million at December 31, 2019 and December 31, 2018 , respectively. Originated Vacation Ownership Notes Receivable Reserve We record the difference between the vacation ownership note receivable and the variable consideration included in the transaction price for the sale of the related vacation ownership product as a reserve on our originated vacation ownership notes receivable. See “Financing Revenues” above for further information. Legacy-MVW 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 and fully reserve such amounts. 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 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 Legacy-MVW non-securitized and securitized vacation ownership notes receivable, we estimated average remaining default rates of 7.04 percent and 7.01 percent as of December 31, 2019 and December 31, 2018 , respectively. A 0.5 percent age point increase in the estimated default rate would have resulted in an increase in the related vacation ownership notes receivable reserve of $8 million and $7 million as of December 31, 2019 and December 31, 2018 , respectively. For additional information on our Legacy-MVW vacation ownership notes receivable, including information on the related reserves, see Footnote 6 “ Vacation Ownership Notes Receivable .” Legacy-ILG Vacation Ownership Notes Receivable On an ongoing basis, we monitor the credit quality of our Legacy-ILG vacation ownership notes receivable portfolio based on payment activity as follows: • Current — The vacation ownership note receivable is in good standing as payments and reporting are current per the terms contractually stipulated in the agreement. • Delinquent — We consider a vacation ownership note receivable to be delinquent based on the contractual terms of each individual financing agreement. • Non-performing — Our vacation ownership notes receivable are generally considered non-performing if interest or principal is more than 30 days past due. All non-performing vacation ownership notes receivable are placed on non-accrual status when they are over 90 days past due. We resume accruing interest when vacation ownership notes receivable are less than 90 days past due. We apply payments we receive for vacation ownership notes receivable on non-performing status first to interest, then to principal, and any remainder to fees. We consider vacation ownership notes receivable to be in default upon reaching 120 days outstanding. We use the origination of the vacation ownership notes receivable by brand (Westin, Sheraton, Hyatt) and the FICO scores of the customer as the primary credit quality indicators for our Legacy-ILG vacation ownership notes receivable, as historical performance indicates that there is a relationship between the default behavior of borrowers and the brand associated with the vacation ownership property they have acquired, supplemented by the FICO scores of the customers. At December 31, 2019 and December 31, 2018 , the weighted average FICO score within our consolidated Legacy-ILG vacation ownership notes receivable pools was 712 and 710 , respectively, based upon the outstanding vacation ownership notes receivable balance at time of origination. The average estimated rate for all future defaults for our Legacy-ILG consolidated outstanding pool of vacation ownership notes receivable as of December 31, 2019 and December 31, 2018 was 12.65 percent and 12.37 percent , respectively. A 0.5 percent age point increase in the estimated default rate on the Legacy-ILG originated vacation ownership notes receivable would have resulted in an increase in the related vacation ownership notes receivable reserve of $2 million and $1 million as of December 31, 2019 and December 31, 2018 , respectively. For additional information on our Legacy-ILG vacation ownership notes receivable, including information on the related reserves, see Footnote 6 “ Vacation Ownership Notes Receivable .” Inventory Our inventory consists primarily of completed vacation ownership products and vacation ownership products under construction. We carry our inventory at the lower of (1) cost, including costs of improvements and amenities incurred subsequent to acquisition, capitalized interest and real estate taxes plus other costs incurred during construction, or (2) estimated fair value, less costs to sell, which can result in impairment charges and/or recoveries of previous impairments. We account for vacation ownership inventory and cost of vacation ownership products in accordance with the authoritative guidance for accounting for real estate time-sharing transactions, which defines a specific application of the relative sales value method for reducing vacation ownership inventory and recording cost of sales as described in our policy for revenue recognition for vacation ownership products. Also, pursuant to the guidance for accounting for real estate time-sharing transactions, we do not reduce inventory for cost of vacation ownership products related to variable consideration which has not been included within the transaction price (accordingly, no adjustment is made when inventory is reacquired upon default of the related receivable). These standards provide for changes in estimates within the relative sales value calculations to be accounted for as real estate inventory true-ups, which we refer to as product cost true-up activity, and are recorded in Cost of vacation ownership product expenses on the Income Statements to retrospectively adjust the margin previously recorded subject to those estimates. For 2019 , 2018 and 2017 , product cost true-up activity relating to vacation ownership products increased carrying values of inventory by $8 million , $6 million and less than $1 million , respectively. Property and Equipment Property and equipment includes our sales centers, golf courses, information technology, including internally developed capitalized software, and other assets used in the normal course of business, as well as land held for future vacation ownership product development and undeveloped, and partially developed land parcels that are not part of an approved development plan and do not meet the criteria to be classified as held for sale. In addition, fully developed vacation ownership interests are classified as property and equipment until they are registered for sale. We record property and equipment at cost, including interest and real estate taxes incurred during active development. We capitalize the cost of improvemen |
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND DISPOSITIONS | ACQUISITIONS AND DISPOSITIONS ILG Acquisition On September 1, 2018, we completed the ILG Acquisition. The following table presents the fair value of each class of consideration transferred in the ILG Acquisition, as finalized at September 30, 2019. (in millions, except per share amounts) Equivalent shares of Marriott Vacations Worldwide common stock issued in exchange for ILG outstanding shares 20.5 Marriott Vacations Worldwide common stock price per share as of Acquisition Date $ 119.00 Fair value of Marriott Vacations Worldwide common stock issued in exchange for ILG outstanding shares 2,441 Cash consideration to ILG shareholders, net of cash acquired of $154 million 1,680 Fair value of ILG equity-based awards attributed to pre-combination service 64 Total consideration transferred, net of cash acquired 4,185 Noncontrolling interests 32 $ 4,217 Fair Values of Assets Acquired and Liabilities Assumed The following table presents the fair values of the assets that we acquired and the liabilities that we assumed on the Acquisition Date. ($ in millions) September 1, 2018 (as finalized) Vacation ownership notes receivable $ 753 Inventory 484 Property and equipment 382 Intangible assets 1,145 Other assets 707 Deferred revenue (291 ) Deferred taxes (138 ) Debt (392 ) Securitized debt from VIEs (718 ) Other liabilities (605 ) Net assets acquired 1,327 Goodwill (1) 2,890 $ 4,217 _________________________ (1) Goodwill is calculated as total consideration transferred, net of cash acquired, less identified net assets acquired and it represents the value that we expect to obtain from synergies and growth opportunities from our combined operations. Vacation Ownership Notes Receivable We acquired vacation ownership notes receivable which consist of loans to customers who purchased vacation ownership products and chose to finance their purchase. These vacation ownership notes receivable are collateralized by the underlying VOIs and generally have terms ranging from five to 15 years. We valued vacation ownership notes receivables using a discounted cash flow model, which calculated a present value of expected future cash flows over the term of the respective vacation ownership notes receivable (Level 3). See Footnote 6 “ Vacation Ownership Notes Receivable ” for additional information. Inventory We acquired inventory, which consisted of completed unsold VOIs and vacation ownership projects under construction. We valued acquired inventory using an income approach, which is primarily based on significant Level 3 assumptions, such as estimates of future income growth, capitalization rates, discount rates and capital expenditure needs of the relevant properties. Property and Equipment We acquired property and equipment, which included four owned hotels, information technology, ancillary business assets, furniture and equipment and land held for future development. We valued property and equipment using a combination of the income, cost, and market approaches, which are primarily based on significant Level 3 assumptions, such as estimates of future income growth, capitalization rates, discount rates and capital expenditure needs of the hotels. Goodwill We allocated the carrying amount of goodwill to our Vacation Ownership and our Exchange & Third-Party Management reporting units. The following table details the carrying amount of our goodwill at December 31, 2019 and December 31, 2018 , and reflects goodwill attributed to the ILG Acquisition. ($ in millions) Vacation Ownership Segment Exchange & Third-Party Management Segment Total Consolidated Balance at December 31, 2018 $ 2,448 $ 380 $ 2,828 Measurement period adjustments (4 ) 66 62 Foreign exchange adjustments 1 1 2 Balance at December 31, 2019 $ 2,445 $ 447 $ 2,892 Intangible Assets The following table presents the fair values ILG’s identified intangible assets and their related estimated useful lives as of the Acquisition Date. ($ in millions) Estimated Fair Value Estimated Useful Life (in years) Member relationships $ 671 15 to 20 Management contracts 357 15 to 25 Management contracts (1) 35 indefinite Trade names and trademarks 82 indefinite $ 1,145 _________________________ (1) The indefinite-lived management contracts, by their terms, continue for the foreseeable horizon. There are no legal, regulatory, contractual, competitive, economic or other factors which limit the period of time over which these resort management contracts are expected to contribute future cash flows. These management contracts are entirely related to the VRI Europe business, which we disposed of in the fourth quarter of 2018. We valued member relationships and management contracts using the multi-period excess earnings method, which is a variation of the income approach. This method estimates an intangible asset’s value based on the present value of the incremental after-tax cash flows attributable to the intangible asset. We valued trade names and trademarks using the relief-from-royalty method, which applies an estimated royalty rate to forecasted future cash flows, discounted to present value. These valuation approaches utilize Level 3 inputs. Acquired definite-lived intangible assets are amortized over their estimated useful lives on a straight-line basis. We recorded amortization expense of $59 million in 2019 and $19 million in 2018 in the Depreciation and amortization line of our Income Statements. For these assets, we estimate that our aggregate amortization expense will be $57 million for each of the next five fiscal years. Deferred Revenue Deferred revenue primarily relates to membership fees, which are deferred and recognized over the terms of the applicable memberships, ranging from one to five years, on a straight-line basis. Additionally, deferred revenue includes maintenance fees collected from owners, in certain cases, which are earned by the relevant property owners’ association over the applicable period. We valued deferred revenue utilizing Level 3 inputs based on a review of existing deferred revenue balances against legal performance obligations. Deferred Income Taxes Deferred income taxes primarily relate to the fair value of assets and liabilities acquired, including vacation ownership notes receivable, inventory, property and equipment, intangible assets and debt. We estimated deferred income taxes based on statutory rates in the jurisdictions of the legal entities where the acquired assets and liabilities are recorded. Debt We valued the IAC Notes (as defined in Footnote 14 “ Debt ”) using a quoted market price, which is considered a Level 2 input as it is observable in the market; however these notes have only a limited trading volume and as such this fair value estimate is not necessarily indicative of the value at which the IAC Notes could be retired or transferred. The carrying value of the outstanding balance on the revolving credit facility that was acquired (the “ILG Revolving Credit Facility”) approximated fair value, as the contractual interest rate was variable plus an applicable margin based credit rating (Level 3 input). The ILG Revolving Credit Facility was extinguished and all amounts due were repaid in full upon completion of the ILG Acquisition. Securitized Debt from VIEs We valued securitized debt from VIEs using a discounted cash flow model. The significant assumptions in our analysis include default rates, prepayment rates, bond interest rates and other structural factors (Level 3 inputs). Pro Forma Results of Operations The following unaudited pro forma information presents the combined results of operations of Marriott Vacations Worldwide and ILG as if we had completed the ILG Acquisition on December 30, 2016, the last day of our 2016 fiscal year, but using our fair values of assets and liabilities as of the Acquisition Date. As required by GAAP, these unaudited pro forma results do not reflect any synergies from operating efficiencies. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the ILG Acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations. ($ in millions, except per share data) 2018 2017 Revenues $ 4,216 $ 3,926 Net income $ 210 $ 185 Net income attributable to common shareholders $ 211 $ 182 EARNINGS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS Basic $ 4.49 $ 3.83 Diluted $ 4.38 $ 3.74 The unaudited pro forma results above include $54 million and $208 million of ILG acquisition-related costs for 2018 and 2017, respectively. 2019 Acquisitions San Francisco, California During the third quarter of 2019, we acquired 78 completed vacation ownership units, as well as a sales gallery, located at our Marriott Vacation Club Pulse, San Francisco resort for $58 million . We accounted for the transaction as an asset acquisition with the purchase price allocated to Inventory ( $48 million ) and Property and equipment ( $10 million ). 2019 Dispositions Strategy Change As a result of the ILG Acquisition, we performed a comprehensive review to evaluate the strategic fit of the land holdings and operating hotels in our Vacation Ownership segment. A key focus of our comprehensive review was to evaluate opportunities to reduce holdings in markets where we have excess supply so that future inventory spend can be focused on markets that create incremental cost-effective sales locations in areas of high customer demand. We evaluated each asset in the context of its current and anticipated product form, our inventory needs and our operating strategy. During the third quarter of 2019, we completed our evaluation and identified several assets for disposition which we believe will generate cash proceeds equivalent to their estimated fair value of $160 million to $220 million over the next several years. As a result of the change in our development strategy, in the third quarter of 2019, we recorded a non-cash impairment charge of $72 million , of which $61 million related to land and land improvements associated with future phases of three existing resorts, primarily attributable to the fact that the book values of these assets include the historical allocations of common costs incurred when we built the infrastructure of these resorts, $9 million related to a land parcel held for future development and $2 million related to an ancillary business, as the book values of these assets were in excess of the estimated fair values of these assets. We also reviewed the remainder of the assets identified for disposition and determined that no other impairment charges were necessary. We used a combination of the market and income approaches to estimate the fair value of these assets. Under the market approach, a Level 2 input, fair value is measured through an analysis of sales and offerings of comparable property which are adjusted to reflect differences between the asset being valued and the comparable assets, such as location, time and terms of sales, utility and physical characteristics. Under the income approach, a Level 3 input, fair value is measured through a discounted cash flow. Under the income approach, we contemplated alternative uses to comply with the highest and best use provisions of ASC 820. During the fourth quarter of 2019, we disposed of excess land parcels in Cancun, Mexico and Avon, Colorado for proceeds of $62 million , of which $8 million is deferred until certain conditions associated with the sale have been met, as part of our strategic decision to reduce holdings in markets where we have excess supply. We recorded a combined net gain of $19 million in the Gains and other income, net line on our Income Statement for the year ended December 31, 2019. 2018 Acquisitions Marco Island, Florida During the fourth quarter of 2018, we acquired 92 completed vacation ownership units for $83 million and during the first quarter of 2018, we acquired 20 completed vacation ownership units for $24 million . Both transactions were accounted for as asset acquisitions with all of the purchase price allocated to Inventory. 2018 Dispositions VRI Europe As part of the ILG Acquisition, we acquired a 75.5 percent interest in VRI Europe Limited (“VRI Europe”), a joint venture comprised of a European vacation ownership resort management business, which was consolidated by MVW under the voting interest model. During the fourth quarter of 2018, we sold our interest in VRI Europe to an affiliate of the noncontrolling interest holder for our book value of $63 million , of which we received $40 million in cash in 2018. In addition, we recorded a receivable of $6 million due in 2019 and a note receivable of $17 million due in 2020 relating to the transaction, both of which we received in 2019. 2017 Acquisitions Bali, Indonesia During 2017, we acquired 51 completed vacation ownership units, as well as a sales gallery and related resort amenities, located in Bali, Indonesia for $24 million . The transaction was accounted for as an asset acquisition with the purchase price allocated to Inventory ( $22 million ) and Property and equipment ( $2 million ). Marco Island, Florida During 2017, we acquired 36 completed vacation ownership units located at our resort in Marco Island, Florida for $34 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 Flow for the year ended December 31, 2017. Big Island of Hawaii During 2017, 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 million in cash, settled a note receivable from the seller of less than $1 million on a non-cash basis, and issued a non-interest bearing note payable for $64 million . 2017 Dispositions We made no significant dispositions in 2017. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Sources of Revenue by Segment The following tables detail the sources of revenue by segment for each of the last three fiscal years. 2019 ($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total Sale of vacation ownership products $ 1,390 $ — $ — $ 1,390 Ancillary revenues 243 4 — 247 Management fee revenues 146 47 (13 ) 180 Other services revenues 120 247 160 527 Management and exchange 509 298 147 954 Rental 562 61 5 628 Cost reimbursements 1,137 91 (120 ) 1,108 Revenue from contracts with customers 3,598 450 32 4,080 Financing 271 4 — 275 Total Revenues $ 3,869 $ 454 $ 32 $ 4,355 2018 ($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total Sale of vacation ownership products $ 990 $ — $ — $ 990 Ancillary revenues 160 1 — 161 Management fee revenues 114 30 (4 ) 140 Other services revenues 85 78 35 198 Management and exchange 359 109 31 499 Rental 352 18 1 371 Cost reimbursements 920 33 (28 ) 925 Revenue from contracts with customers 2,621 160 4 2,785 Financing 182 1 — 183 Total Revenues $ 2,803 $ 161 $ 4 $ 2,968 2017 ($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total Sale of vacation ownership products $ 757 $ — $ — $ 757 Ancillary revenues 118 — — 118 Management fee revenues 89 — — 89 Other services revenues 72 — — 72 Management and exchange 279 — — 279 Rental 262 — — 262 Cost reimbursements 750 — — 750 Revenue from contracts with customers 2,048 — — 2,048 Financing 135 — — 135 Total Revenues $ 2,183 $ — $ — $ 2,183 Timing of Revenue from Contracts with Customers by Segment The following tables detail the timing of revenue from contracts with customers by segment for each of the last three fiscal years. 2019 ($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total Services transferred over time $ 1,964 $ 224 $ 32 $ 2,220 Goods or services transferred at a point in time 1,634 226 — 1,860 Revenue from contracts with customers $ 3,598 $ 450 $ 32 $ 4,080 2018 ($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total Services transferred over time $ 1,467 $ 95 $ 4 $ 1,566 Goods or services transferred at a point in time 1,154 65 — 1,219 Revenue from contracts with customers $ 2,621 $ 160 $ 4 $ 2,785 2017 ($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total Services transferred over time $ 1,149 $ — $ — $ 1,149 Goods or services transferred at a point in time 899 — — 899 Revenue from contracts with customers $ 2,048 $ — $ — $ 2,048 Receivables, Contract Assets & Contract Liabilities The following table shows the composition of our receivables and contract liabilities. We had no contract assets at either December 31, 2019 or December 31, 2018 . ($ in millions) At December 31, 2019 At December 31, 2018 Receivables Accounts receivable $ 164 $ 164 Vacation ownership notes receivable, net 2,233 2,039 $ 2,397 $ 2,203 Contract Liabilities Advance deposits $ 187 $ 171 Deferred revenue 433 383 $ 620 $ 554 Revenue recognized during the year ended December 31, 2019 that was included in our contract liabilities balance at December 31, 2018 was $363 million . Remaining Performance Obligations Our remaining performance obligations represent the expected transaction price allocated to our contracts that we expect to recognize as revenue in future periods when we perform under the contracts. At December 31, 2019 , 90 percent of this amount is expected to be recognized as revenue over the next two years. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income Tax Provision The following table presents the components of our earnings before income taxes for the last three fiscal years: ($ in millions) 2019 2018 2017 United States $ 190 $ 108 $ 232 Non-U.S. jurisdictions 35 (5 ) 8 $ 225 $ 103 $ 240 Our (provision for) benefit from income taxes for the last three years consisted of: ($ in millions) 2019 2018 2017 Current – U.S. Federal $ (12 ) $ 17 $ (49 ) – U.S. State (29 ) (1 ) (7 ) – Non-U.S. (36 ) (10 ) (7 ) (77 ) 6 (63 ) Deferred – U.S. Federal (28 ) (46 ) 44 – U.S. State 17 (9 ) (1 ) – Non-U.S. 5 (2 ) 15 (6 ) (57 ) 58 $ (83 ) $ (51 ) $ (5 ) Reconciliation of U.S. Federal Statutory Income Tax Rate to Actual Income Tax Rate The following table reconciles the U.S. statutory income tax rate to our effective income tax rate: 2019 2018 2017 U.S. statutory income tax rate 21.0% 21.0% 35.0% U.S. state income taxes, net of U.S. federal tax benefit 4.2 4.2 2.5 Share-based compensation, net of Section 162(m) limitation (1) 0.7 3.6 (2.5) Transaction costs (2) — 4.7 — Other permanent differences (3) 3.9 4.2 (0.6) Impact related to the Tax Cuts and Jobs Act of 2017 — 1.2 (27.1) Foreign tax rate changes — (0.1) (2.0) Non-U.S. income (loss) (4) 2.2 3.9 (2.6) Foreign tax credits (6.3) (1.4) (0.1) Unrecognized tax benefits 3.1 — — Change in valuation allowance (5) 7.0 8.6 — Other items 1.1 (0.1) (0.7) Effective rate 36.9% 49.8% 1.9% _________________________ (1) The 2018 increase is attributable to non-deductible executive compensation under provisions of the Tax Cuts and Jobs Act of 2017. (2) Attributed to non-deductible transaction costs incurred as a result of the ILG Acquisition. (3) Primarily due to non-deductible meal and entertainment expenses and new foreign tax provisions, under provisions of the Tax Cuts and Jobs Act of 2017. (4) Attributed to the difference between U.S. and foreign income tax rates and other foreign adjustments. (5) In 2019, primarily attributable to foreign tax credit carryforwards in the branch and treaty baskets and losses and future deductions in foreign jurisdictions for which a tax benefit has not been recognized through establishment of valuation allowances. In 2018, primarily attributable to losses and future deductions in foreign jurisdictions for which a tax benefit has not been recognized through establishment of valuation allowances. The 2017 impact is the net impact of foreign losses not resulting in a benefit due to the establishment of valuation allowances, partially offset by the release of a portion of previously established foreign valuation allowances. For the years ended December 31, 2019, 2018 and 2017, the provision for income taxes included $2 million , $2 million , and $6 million of excess tax benefits resulting from equity incentive plan activities, respectively. We conduct business in countries that grant “holidays” from income taxes for ten to thirty year periods. These holidays expire through 2034 . Other During 2019, we finalized our purchase price allocation for the ILG Acquisition and established a reserve of $45 million for non-income tax issues related to Legacy-ILG. We expect that we will be indemnified for liabilities of $13 million in connection with these non-income tax matters pursuant to a Tax Matters Agreement dated May 11, 2016 by and among Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), Vistana Signature Experiences, Inc. (“Vistana”), and Interval Leisure Group, Inc. (“Interval Leisure Group”), and consequently have recorded a corresponding indemnification asset. Deferred Income Taxes The following table presents the significant components of our deferred tax assets and liabilities: ($ in millions) At Year-End 2019 At Year-End 2018 Deferred Tax Assets Inventory $ 111 $ 145 Reserves 74 84 Deferred revenue 12 22 Property and equipment 64 54 Net operating loss and capital loss carryforwards 61 59 Tax credits 37 24 Right-of-use asset 3 — Other, net 58 21 Deferred tax assets 420 409 Less valuation allowance (97 ) (106 ) Net deferred tax assets 323 303 Deferred Tax Liabilities Long lived intangible assets (234 ) (234 ) Deferred sales of vacation ownership interests (357 ) (377 ) Right-of-use liability (3 ) — Deferred tax liabilities (594 ) (611 ) Total net deferred tax liabilities $ (271 ) $ (308 ) Valuation allowances are provided when it is considered more likely than not that deferred tax assets will not be realized. We recorded a change of $9 million to the valuation allowance in 2019 related to the expiration of a fully valued capital loss carryforward. We have $56 million of foreign net operating loss carryforwards, some of which begin expiring in 2020; however, a significant portion of these have indefinite carryforward periods. We have $1 million of federal net operating loss carryforwards and $6 million of state net operating loss carryforwards, of which less than $1 million will expire within the next five years. We have U.S. federal foreign tax credit carryforwards of $29 million and $7 million of state tax credit carryforwards. As a result of the Tax Cuts and Jobs Act of 2017, distribution of profits from non-U.S. subsidiaries are not expected to cause a significant incremental U.S. tax impact in the future. However, distributions may be subject to non-U.S. withholding taxes if profits are distributed from certain jurisdictions. Our present intention is to indefinitely reinvest residual historic undistributed accumulated earnings associated with certain foreign subsidiaries. We have not provided for deferred taxes on outside basis differences in our investments in these foreign subsidiaries, and such estimates are not practicable to be determined. Unrecognized Tax Benefits A reconciliation of the beginning and ending amount of unrecognized tax benefits (excluding interest and penalties) is as follows: ($ in millions) 2019 2018 Unrecognized tax benefit at beginning of year $ 2 $ 2 Increases related to tax positions taken during a prior period 18 — Increases related to tax positions taken during the current period 1 — Decreases related to settlements with taxing authorities — — Decreases as a result of a lapse of the applicable statute of limitations — — Unrecognized tax benefit at end of year $ 21 $ 2 As of December 31, 2019 and 2018, the total unrecognized tax benefits related to uncertain income tax positions, which would affect the effective tax rate if recognized, were $21 million and $2 million , respectively. The total amount of gross interest and penalties accrued were $41 million and less than $1 million for the years ended December 31, 2019 and 2018, respectively. We anticipate $41 million of unrecognized tax benefits, including interest and penalties, to be indemnified pursuant to a Tax Matters Agreement dated May 11, 2016 by and among Starwood, Vistana, and Interval Leisure Group, and consequently have recorded a corresponding indemnification asset. The unrecognized tax benefit, including accrued interest and penalties are included in other liabilities on the consolidated balance sheet. Our income tax returns are subject to examination by relevant tax authorities. Certain of our returns are being audited in various jurisdictions for tax years 2012 through 2017. It is reasonably possible the amount of the unrecognized tax benefit could increase or decrease within the next twelve months as a result of certain audit settlements, which would have an impact on net income. |
VACATION OWNERSHIP NOTES RECEIV
VACATION OWNERSHIP NOTES RECEIVABLE | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
VACATION OWNERSHIP NOTES RECEIVABLE | VACATION OWNERSHIP NOTES RECEIVABLE The following table shows the composition of our vacation ownership notes receivable balances, net of reserves: December 31, 2019 December 31, 2018 ($ in millions) Originated Acquired (1) Total Originated Acquired Total Securitized $ 1,378 $ 372 $ 1,750 $ 1,070 $ 557 $ 1,627 Non-securitized Eligible for securitization (2) 155 10 165 85 22 107 Not eligible for securitization (2) 261 57 318 233 72 305 Subtotal 416 67 483 318 94 412 $ 1,794 $ 439 $ 2,233 $ 1,388 $ 651 $ 2,039 _________________________ (1) Net of impairment of $7 million recognized in 2019. (2) Refer to Footnote 7 “ Financial Instruments ” for discussion of eligibility of our vacation ownership notes receivable for securitization. We reflect interest income associated with vacation ownership notes receivable in our Income Statements in the Financing revenues caption. The following table summarizes interest income associated with vacation ownership notes receivable: ($ in millions) 2019 2018 2017 Interest income associated with vacation ownership notes receivable — securitized $ 232 $ 151 $ 101 Interest income associated with vacation ownership notes receivable — non-securitized 32 24 27 Total interest income associated with vacation ownership notes receivable $ 264 $ 175 $ 128 Acquired Vacation Ownership Notes Receivable As part of the ILG Acquisition, we acquired existing portfolios of vacation ownership notes receivable. These notes receivable are accounted for using the expected cash flow method of recognizing discount accretion based on the expected cash flows from the acquired vacation ownership notes receivable pursuant to ASC Topic 310-30, “ Loans acquired with deteriorated credit quality ” (“ASC 310-30”). At acquisition, we recorded these vacation ownership notes receivable at fair value, which included a credit discount that is accreted as an adjustment to yield over the estimated life of the vacation ownership notes receivable. The fair value of our acquired vacation ownership notes receivable as of the Acquisition Date was determined using a discounted cash flow method, which calculated a present value of expected future cash flows based on scheduled principal and interest payments over the term of the respective vacation ownership notes receivable, while considering anticipated defaults and early repayments based on historical experience. Consequently, the fair value of the acquired vacation ownership notes receivable recorded on our balance sheet as of the Acquisition Date included an estimate for future uncollectible amounts which became the historical cost basis for that portfolio going forward. The table below presents a rollforward of the accretable yield (interest income) expected to be earned related to our acquired vacation ownership notes receivable, as well as the amount of non-accretable difference at the end of the period. The non-accretable difference represents estimated contractually required payments in excess of estimated cash flows expected to be collected. The accretable yield represents the excess of estimated cash flows expected to be collected over the carrying amount of the acquired vacation ownership notes receivable. ($ in millions) Year Ended December 31, 2019 Year Ended December 31, 2018 Accretable yield balance, beginning of period $ 250 $ — Acquired accretable yield — 284 Accretion (78 ) (32 ) Reclassification to non-accretable difference (6 ) (2 ) Accretable yield balance, end of period $ 166 $ 250 Non-accretable difference, end of period $ 55 $ 68 The accretable yield is recognized into interest income over the estimated life of the acquired vacation ownership notes receivable using the level yield method. The accretable yield may change in future periods due to changes in the anticipated remaining life of the acquired vacation ownership notes receivable, which may alter the amount of future interest income expected to be collected, and changes in expected future principal and interest cash collections which impacts the non-accretable difference. The cash flow from our acquired vacation ownership notes receivable are remeasured at period end based on expected future cash flows which takes into consideration an estimated measure of anticipated defaults and early repayments. We consider historical Legacy-ILG vacation ownership notes receivable performance and the current economic environment in developing the expected future cash flows used in the re-measurement of our acquired vacation ownership notes receivable. The following table shows future contractual principal payments, as well as interest rates, for our non-securitized and securitized acquired vacation ownership notes receivable at December 31, 2019 . Acquired Vacation Ownership Notes Receivable ($ in millions) Non-Securitized Securitized Total 2020 $ 7 $ 48 $ 55 2021 6 45 51 2022 7 45 52 2023 7 45 52 2024 7 43 50 Thereafter 33 146 179 Balance at December 31, 2019 $ 67 $ 372 $ 439 Weighted average stated interest rate 13.4% 13.5% 13.5% Range of stated interest rates 3.5% to 17.9% 6.0% to 16.9% 3.5% to 17.9% Originated Vacation Ownership Notes Receivable Originated vacation ownership notes receivable represent vacation ownership notes receivable originated by Legacy-ILG subsequent to the Acquisition Date and all Legacy-MVW vacation ownership notes receivable. The following table shows future principal payments, net of reserves, as well as interest rates, for our originated non-securitized and securitized originated vacation ownership notes receivable at December 31, 2019 . Originated Vacation Ownership Notes Receivable ($ in millions) Non-Securitized Securitized Total 2020 $ 45 $ 135 $ 180 2021 36 139 175 2022 34 142 176 2023 32 143 175 2024 33 143 176 Thereafter 236 676 912 Balance at December 31, 2019 $ 416 $ 1,378 $ 1,794 Weighted average stated interest rate 12.5% 12.6% 12.5% Range of stated interest rates 0.0% to 18.0% 0.0% to 17.5% 0.0% to 18.0% The following table summarizes the activity related to our originated vacation ownership notes receivable reserve. Originated Vacation Ownership Notes Receivable ($ in millions) Non-Securitized Securitized Total Balance at December 30, 2016 $ 58 $ 54 $ 112 Increase in vacation ownership notes receivable reserve 42 10 52 Securitizations (29 ) 29 — Clean-up call 4 (4 ) — Write-offs (45 ) — (45 ) Defaulted vacation ownership notes receivable repurchase activity (1) 28 (28 ) — Balance at December 31, 2017 58 61 119 Increase in vacation ownership notes receivable reserve 57 7 64 Securitizations (39 ) 39 — Clean-up call 1 (1 ) — Write-offs (43 ) — (43 ) Defaulted vacation ownership notes receivable repurchase activity (1) 27 (27 ) — Balance at December 31, 2018 61 79 140 Increase in vacation ownership notes receivable reserve 94 18 112 Securitizations (81 ) 81 — Clean-up call 24 (24 ) — Write-offs (48 ) — (48 ) Defaulted vacation ownership notes receivable repurchase activity (1) 40 (40 ) — Balance at December 31, 2019 $ 90 $ 114 $ 204 _________________________ (1) 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. Credit Quality of Vacation Ownership Notes Receivable Legacy-MVW Vacation Ownership Notes Receivable The following table shows our recorded investment in non-accrual Legacy-MVW vacation ownership notes receivable, which are vacation ownership notes receivable that are 90 days or more past due. Legacy-MVW Vacation Ownership Notes Receivable ($ in millions) Non-Securitized Securitized Total Investment in vacation ownership notes receivable on non-accrual status at year-end 2019 $ 43 $ 11 $ 54 Investment in vacation ownership notes receivable on non-accrual status at year-end 2018 $ 36 $ 9 $ 45 Average investment in vacation ownership notes receivable on non-accrual status during 2019 $ 40 $ 10 $ 50 The following table shows the aging of the recorded investment in principal, before reserves, in Legacy-MVW vacation ownership notes receivable as of December 31, 2019 : Legacy-MVW Vacation Ownership Notes Receivable ($ in millions) Non-Securitized Securitized Total 31 – 90 days past due $ 7 $ 33 $ 40 91 – 150 days past due 4 11 15 Greater than 150 days past due 39 — 39 Total past due 50 44 94 Current 222 1,254 1,476 Total vacation ownership notes receivable $ 272 $ 1,298 $ 1,570 The following table shows the aging of the recorded investment in principal, before reserves, in Legacy-MVW vacation ownership notes receivable as of December 31, 2018 : Legacy-MVW Vacation Ownership Notes Receivable ($ in millions) Non-Securitized Securitized Total 31 – 90 days past due $ 7 $ 26 $ 33 91 – 150 days past due 3 9 12 Greater than 150 days past due 33 — 33 Total past due 43 35 78 Current 235 1,090 1,325 Total vacation ownership notes receivable $ 278 $ 1,125 $ 1,403 Legacy-ILG Vacation Ownership Notes Receivable We use the origination of the vacation ownership notes receivable by brand (Westin, Sheraton, Hyatt) and the FICO scores of the customer as the primary credit quality indicators for our Legacy-ILG vacation ownership notes receivable, as historical performance indicates that there is a relationship between the default behavior of borrowers and the brand associated with the vacation ownership interest they have acquired, supplemented by the FICO scores of the customers. The following tables show the Legacy-ILG acquired vacation ownership notes receivable by brand and FICO score. Vacation ownership notes receivable with no FICO score primarily relate to non-U.S. resident borrowers. Acquired Vacation Ownership Notes Receivable as of December 31, 2019 ($ in millions) 700 + 600 - 699 < 600 No Score Total Westin $ 103 $ 57 $ 4 $ 13 $ 177 Sheraton 95 83 15 37 230 Hyatt 15 10 1 — 26 Other 3 1 — 2 6 $ 216 $ 151 $ 20 $ 52 $ 439 Acquired Vacation Ownership Notes Receivable as of December 31, 2018 ($ in millions) 700 + 600 - 699 < 600 No Score Total Westin $ 154 $ 82 $ 6 $ 21 $ 263 Sheraton 145 124 21 55 345 Hyatt 20 13 2 — 35 Other 4 1 — 3 8 $ 323 $ 220 $ 29 $ 79 $ 651 The following tables show the Legacy-ILG originated vacation ownership notes receivable by brand and FICO score. Vacation ownership notes receivable with no FICO score primarily relate to non-U.S. resident borrowers. Originated Vacation Ownership Notes Receivable as of December 31, 2019 ($ in millions) 700 + 600 - 699 < 600 No Score Total Westin $ 122 $ 46 $ 5 $ 25 $ 198 Sheraton 97 61 13 37 208 Hyatt 16 6 — — 22 $ 235 $ 113 $ 18 $ 62 $ 428 Originated Vacation Ownership Notes Receivable as of December 31, 2018 ($ in millions) 700 + 600 - 699 < 600 No Score Total Westin $ 43 $ 11 $ 1 $ 7 $ 62 Sheraton 28 17 3 9 57 Hyatt 5 2 — — 7 $ 76 $ 30 $ 4 $ 16 $ 126 The following table shows the aging of the recorded investment in principal, before reserves, in Legacy-ILG originated vacation ownership notes receivable as of December 31, 2019 and December 31, 2018 : Originated Vacation Ownership Notes Receivable Delinquent Defaulted Total Delinquent & Defaulted ($ in millions) Receivables Current 30 - 59 Days 60 - 89 Days 90 - 119 Days > 120 Days As of December 31, 2019 $ 428 $ 401 $ 8 $ 6 $ 4 $ 9 $ 27 As of December 31, 2018 $ 126 $ 124 $ 2 $ — $ — $ — $ 2 |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2019 | |
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 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. The table also excludes acquired vacation ownership notes receivable which are remeasured at each period end based on expected future cash flows. See Footnote 6 “ Vacation Ownership Notes Receivable ” for additional information on our acquired vacation ownership notes receivable. At December 31, 2019 At December 31, 2018 ($ in millions) Carrying Amount Fair Value Carrying Amount Fair Value Originated vacation ownership notes receivable $ 1,794 $ 1,825 $ 1,388 $ 1,413 Other assets 45 45 66 66 $ 1,839 $ 1,870 $ 1,454 $ 1,479 Securitized debt, net $ (1,871 ) $ (1,924 ) $ (1,714 ) $ (1,718 ) 2026 Notes, net (742 ) (824 ) (741 ) (726 ) 2028 Notes, net (345 ) (358 ) — — Exchange Notes, net — — (88 ) (87 ) IAC Notes — — (141 ) (140 ) Term Loan, net (881 ) (899 ) (888 ) (887 ) Revolving Corporate Credit Facility, net (27 ) (27 ) — — Convertible notes, net (207 ) (247 ) (199 ) (198 ) Non-interest bearing note payable, net — — (30 ) (30 ) $ (4,073 ) $ (4,279 ) $ (3,801 ) $ (3,786 ) Originated Vacation Ownership Notes Receivable At December 31, 2019 At December 31, 2018 ($ in millions) Carrying Amount Fair Value Carrying Amount Fair Value Originated vacation ownership notes receivable Securitized $ 1,378 $ 1,399 $ 1,070 $ 1,093 Eligible for securitization 155 165 85 87 Not eligible for securitization 261 261 233 233 Non-securitized 416 426 318 320 $ 1,794 $ 1,825 $ 1,388 $ 1,413 We estimate the fair value of our originated vacation ownership notes receivable that have been securitized 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 to determine the fair value of the underlying vacation ownership notes receivable. We concluded that this fair value measurement should be categorized within Level 3. Due to factors that impact the general marketability of our originated vacation ownership notes receivable that have not been securitized, as well as current market conditions, we bifurcate our non-securitized 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 table above shows the bifurcation of our originated vacation ownership notes receivable that have not been securitized into those eligible and not eligible for securitization based upon the aforementioned eligibility criteria. We estimate the fair value of the portion of our originated vacation ownership notes receivable that have not been securitized that we believe will ultimately be securitized in the same manner as originated vacation ownership notes receivable that have been securitized. We value the remaining originated vacation ownership notes receivable that have not been securitized 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, or otherwise imputed, 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. We concluded that this fair value measurement should be categorized within Level 3. Other Assets Other assets include $39 million of company owned insurance policies (the “COLI policies”), acquired on the lives of certain participants in the Marriott Vacations Worldwide Deferred Compensation Plan, that are held in a rabbi trust. The carrying value of the COLI policies is equal to their cash surrender value (Level 2 inputs). In addition, we have investments in marketable securities of $6 million that are marked to market as trading securities using quoted market prices (Level 1 inputs). Securitized Debt 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. We concluded that this fair value measurement should be categorized within Level 3. 2026 Notes We estimate the fair value of our 2026 Notes (as defined in Footnote 14 “ Debt ”) using quoted market prices as of the last trading day for the quarter; however these notes have only a limited trading history and volume, and as such this fair value estimate is not necessarily indicative of the value at which these notes could be retired or transferred. We concluded that this fair value measurement should be categorized within Level 2. 2028 Notes We estimate the fair value of our 2028 Notes (as defined in Footnote 14 “ Debt ”) using quotes from securities dealers as of the last trading day for the quarter; however these notes have only a limited trading history and volume, and as such this fair value estimate is not necessarily indicative of the value at which these notes could be retired or transferred. We concluded that this fair value measurement should be categorized within Level 3. Term Loan We estimate the fair value of our Term Loan (as defined in Footnote 14 “ Debt ”) using quotes from securities dealers as of the last trading day for the quarter; however these notes have only a limited trading history and volume, and as such this fair value estimate is not necessarily indicative of the value at which the Term Loan could be retired or transferred. We concluded that this fair value measurement should be categorized within Level 3. Revolving Corporate Credit Facility We estimate that the fair value of our Revolving Corporate Credit Facility (as defined in Footnote 14 “ Debt ”) approximates its gross carrying value as the contractual interest rate is variable plus an applicable margin. We concluded that this fair value measurement should be categorized within Level 3. Convertible Notes We estimate the fair value of our Convertible Notes using quoted market prices as of the last trading day for the quarter; however these notes have only a limited trading history and volume and as such this fair value estimate is not necessarily indicative of the value at which the Convertible Notes could be retired or transferred. We concluded that this fair value measurement should be categorized within Level 2. The difference between the carrying value and the fair value is primarily attributed to the underlying conversion feature, and the spread between the conversion price and the market value of the shares underlying the Convertible Notes. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per common share attributable to common shareholders is calculated by dividing net income or loss 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 attributable to common shareholders is calculated to give effect to all potentially dilutive common shares that were outstanding during the reporting period, except in periods when there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect. The dilutive effect of outstanding equity-based compensation awards is reflected in diluted earnings per common share applicable to common shareholders by application of the treasury stock method using average market prices during the period. Our calculation of diluted earnings per share attributable to common shareholders reflects our intent to settle conversions of the Convertible Notes 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 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 December 31, 2019 , December 31, 2018 , or December 31, 2017 , there was no dilutive impact from the Convertible Notes for 2019 , 2018 , or 2017 . The shares issuable on exercise of the Warrants (as defined in Footnote 14 “ 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, which was subject to adjustment during the fourth quarter of 2019 to $175.37 , as described in Footnote 14 “ 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 14 “ 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 attributable to common shareholders. The table below illustrates the reconciliation of the earnings and number of shares used in our calculation of basic and diluted earnings per share attributable to common shareholders. Computation of Basic and Diluted Earnings Per Share Attributable to Common Shareholders (in millions, except per share amounts) 2019 (1) 2018 (1) 2017 (1) Computation of Basic Earnings Per Share Attributable to Common Shareholders Net income attributable to common shareholders $ 138 $ 55 $ 235 Shares for basic earnings per share 43.9 33.3 27.1 Basic earnings per share $ 3.13 $ 1.64 $ 8.70 Computation of Diluted Earnings Per Share Attributable to Common Shareholders Net income attributable to common shareholders $ 138 $ 55 $ 235 Shares for basic earnings per share 43.9 33.3 27.1 Effect of dilutive shares outstanding Employee stock options and SARs 0.3 0.4 0.4 Restricted stock units 0.3 0.3 0.2 Shares for diluted earnings per share 44.5 34.0 27.7 Diluted earnings per share $ 3.09 $ 1.61 $ 8.49 _________________________ (1) The computations of diluted earnings per share attributable to common shareholders exclude approximately 345,000 , 165,000 and 238,000 shares of common stock, the maximum number of shares issuable as of December 31, 2019 , December 31, 2018 and December 31, 2017 , respectively, 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 each of the years ended December 31, 2019 and December 31, 2018 , we excluded from our calculation of diluted earnings per share 56,649 shares underlying SARs that may settle in shares of common stock because the exercise price of $143.38 of such SARs was greater than the average market price for each of the applicable periods. For the year ended December 31, 2017 |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY The following table shows the composition of our inventory balances: ($ in millions) At Year-End 2019 At Year-End 2018 Finished goods (1) $ 777 $ 843 Work-in-progress 69 9 Real estate inventory 846 852 Other 13 11 $ 859 $ 863 _________________________ (1) Represents completed inventory that is registered for sale as vacation ownership interests and inventory expected to be acquired pursuant to estimated future foreclosures. We value vacation ownership interests 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. In addition to the above, at December 31, 2019 , we had $55 million of completed vacation ownership units which have been classified as a component of Property and equipment until the time at which they are legally registered for sale as vacation ownership products. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT The following table details the composition of our property and equipment balances: ($ in millions) At Year-End 2019 At Year-End 2018 Land and land improvements $ 280 $ 466 Buildings and leasehold improvements 389 404 Furniture, fixtures and other equipment 94 88 Information technology 312 297 Construction in progress 82 32 1,157 1,287 Accumulated depreciation (406 ) (336 ) $ 751 $ 951 During the second quarter of 2019, we entered into a contract to sell land and land improvements associated with a future phase of an existing resort located in Orlando, Florida for $10 million , which was less than the carrying value of the land and land improvements. As a result, we recorded a non-cash impairment of $26 million in 2019. The impairment is primarily attributable to the fact that the book value of the assets to be sold exceeds the sales price because the book value includes allocations of common costs incurred when we built the infrastructure for the resort, including future phases. This contract was subsequently terminated. In addition, during 2019, we recorded a non-cash impairment charge of $1 million related to an ancillary asset located at a Vacation Ownership segment property in Europe. |
CONTINGENCIES AND COMMITMENTS
CONTINGENCIES AND COMMITMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES AND COMMITMENTS | CONTINGENCIES AND COMMITMENTS Commitments and Letters of Credit As of December 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 $65 million , of which we expect $31 million , $18 million , $10 million , $5 million and $1 million will be paid in 2020 , 2021 , 2022 , 2023 and 2024 , respectively. • We have a commitment to purchase an operating property, that we manage, located in New York, New York, for $183 million , of which $7 million is attributable 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. In January 2020, subsequent to the end of 2019, we acquired 57 completed vacation ownership units, as well as office and ancillary space, for $86 million , of which $20 million was paid in December 2019. We expect to make payments for the remaining commitment of $97 million in 2021. See Footnote 17 “ Variable Interest Entities ” for additional information on this transaction and our activities relating to the VIE 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: $25 million in 2020 and $2 million in 2021. • We have a remaining commitment to purchase an operating property, that we manage, located in San Francisco, California for $113 million . In February 2020, subsequent to the end of 2019, we acquired 34 units in the property for $25 million . We expect to make payments for the remaining commitment as follows: $32 million in 2021, $24 million in 2022, and $32 million in 2023. See Footnote 3 “ Acquisitions and Dispositions ” for information on the purchase that occurred during 2019 and Footnote 17 “ Variable Interest Entities ” for additional information on this transaction and our activities relating to the VIE involved in this transaction. • During the first quarter of 2020, we assigned a commitment to purchase a property located in Waikiki, Hawaii, that we had as of December 31, 2019 , to a third-party developer. If we are unable to negotiate a capital efficient inventory arrangement, we are committed to purchasing the property, in its current form, for $98 million in 2021. We are required to purchase the property from the third-party developer unless it has been sold to another party. The property is held by a VIE for which we are not the primary beneficiary as we do not control the operations of the VIE. Accordingly, we will not consolidate the VIE. Surety bonds issued as of December 31, 2019 totaled $104 million , the majority of which were requested by federal, state or local governments in connection with our operations. Guarantees Certain of our rental management agreements in our Exchange & Third-Party Management segment provide for owners of properties we manage to receive specified percentages or guaranteed 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 amounts, and our vacation rental business either retains the balance (if any) as its fee or makes up the deficit. At December 31, 2019 , our maximum exposure under guarantees was $30 million , of which $11 million , $9 million , $4 million , $2 million , $1 million and $3 million relate to 2020, 2021, 2022, 2023, 2024 and thereafter. Loss Contingencies In March 2017, RCHFU, L.L.C. and other owners at The Ritz-Carlton Club, Aspen Highlands (“RCC Aspen Highlands”) filed a complaint in an action pending in the U.S. District Court for the District of Colorado against us and certain third parties alleging that their fractional interests were devalued by the affiliation of the RCC Aspen Highlands and other Ritz-Carlton Clubs with our points-based MVCD program. The plaintiffs are seeking compensatory damages, disgorgement, fees and costs. In May 2016, a purported class-action lawsuit was filed in the U.S. District Court for the Middle District of Florida by Anthony and Beth Lennen against us and certain third parties. The complaint challenged the characterization of the beneficial interests in the MVCD trust that are sold to customers as real estate interests under Florida law, the structure of the trust, and associated operational aspects of the trust. The plaintiffs sought declaratory relief, an unwinding of the MVCD product, and punitive damages. In August 2019, the District Court granted our motion for judgment on the pleadings and dismissed the case. The plaintiffs have appealed the ruling. In December 2016, Flora and Bruce Gillespie and other owners and former owners of 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 in the U.S. District Court for the Southern District of New York against us and certain third parties alleging that 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 breached the relevant agreements and harmed the value of plaintiffs’ fractional interests. The plaintiffs are seeking compensatory damages, rescission, disgorgement, fees and costs. In February 2017, the owners’ association for the St. Regis NY Club filed a separate suit against us in the U.S. District Court for the Southern District of New York, which was amended to add Marriott International and Starwood as additional defendants in March 2017. The lawsuit was subsequently transferred to the U.S. District Court for the Middle District of Florida. The operative complaint alleges that 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 Marriott International and Starwood, breached their fiduciary duties related to sale and rental practices, and further alleges tortious interference with the management agreement, unjust enrichment, and anticompetitive conduct. The amended complaint also alleges anticompetitive conduct in connection with the renewal of the St. Regis NY Club management agreement. The plaintiff is seeking declaratory relief in connection with the Starpoint conversion program and the exchange program at the St. Regis NY Club, unspecified damages, and disgorgement of payments under the management and purchase agreements. In April 2019, a purported class-action lawsuit was filed by Alan and Marjorie Helman and others against us in the Superior Court of the Virgin Islands, Division of St. Thomas alleging that their fractional interests were devalued by the affiliation of The Ritz-Carlton Club, St. Thomas and other Ritz-Carlton Clubs with our MVCD program. The lawsuit was subsequently removed to the U.S. District Court for the District of the Virgin Islands. The plaintiffs are seeking unspecified damages, disgorgement of profits, fees and costs. In May 2019, the G.A. Resort Condominium Association Inc., the owners’ association for the fractional owners at the Hyatt Residence Club Grand Aspen resort (“HRC Grand Aspen”), filed a lawsuit against us in the District Court for the County of Pitkin, Colorado relating to the transfer of ownership of developer-owned fractional interests at HRC Grand Aspen to the HPC Trust Club for sale and use as a part of the Hyatt Residence Club Portfolio Program. The lawsuit was subsequently removed to the U.S. District Court for the District of Colorado. The plaintiff is seeking termination of the management agreement with the owners’ association, the annulment of certain amendments to governing documents at HRC Grand Aspen, the removal of fractional interests at HRC Grand Aspen from the HPC Trust Club, unspecified damages, disgorgement of profits, fees and costs. We believe we have meritorious defenses to the claims in each of the above matters and intend to vigorously defend each matter. In the ordinary course of our business, various claims and lawsuits have been filed or are pending against us. A number of these lawsuits and claims may exist at any given time. We record and accrue for legal contingencies when we determine that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In making such determinations, we evaluate, among other things, the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, our ability to make a reasonable estimate of loss. We review these accruals each reporting period and make revisions based on changes in facts and circumstances. We have not accrued for any of the pending matters described above and we cannot estimate a range of the potential liability associated with these pending matters, if any, at this time. We have accrued for other claims and lawsuits, but the amount accrued is not material in the aggregate. For matters not requiring accrual, we do not believe that the ultimate outcome of such matters, individually and in the aggregate, will materially harm our financial position, cash flows, or overall trends in results of operations based on information currently available. However, legal proceedings are inherently uncertain, and while we believe that our accruals are adequate and/or we have valid defenses to the claims asserted, unfavorable rulings could occur that could, individually or in the aggregate, have a material adverse effect on our business, financial condition, or operating results. 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 of these funds. During 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. We recorded a gain of $3 million and a loss of $4 million in the Gains and other income, net line of our Income Statements for 2019 and 2018, respectively. 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 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 2019, we recorded an additional $9 million of other income relating to the final settlement of these business interruption insurance claims, which was recorded in the Gains and other income, net line on our Income Statement for the year ended December 31, 2019. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
LEASES | LEASES The following table presents the carrying values of our leases and the classification on our Balance Sheet as of December 31, 2019 . ($ in millions) Balance Sheet Classification At December 31, 2019 Operating lease assets Other assets $ 142 Finance lease assets Property and equipment 13 $ 155 Operating lease liabilities Accrued liabilities $ 151 Finance lease liabilities Debt 14 $ 165 The following table presents the lease costs and the classification on our Income Statement for the year ended December 31, 2019 . ($ in millions) Income Statement Classification 2019 Operating lease cost Marketing and sales expense $ 33 Finance lease cost Amortization of right-of-use assets Depreciation and amortization 5 Interest on lease liabilities Financing expense 1 Variable lease cost Marketing and sales expense 5 $ 44 The following table presents the maturity of our operating and financing lease liabilities as of December 31, 2019 . ($ in millions) Operating Leases Finance Leases Total 2020 $ 34 $ 11 $ 45 2021 24 2 26 2022 20 1 21 2023 19 — 19 2024 17 — 17 Thereafter 116 — 116 Total lease payments 230 14 244 Less: Imputed interest (79 ) — (79 ) $ 151 $ 14 $ 165 Lease Term and Discount Rate The following table presents additional information about our lease obligations as of December 31, 2019 . Operating Leases Finance Leases Weighted-average remaining lease term 10.5 years 1.0 years Weighted-average discount rate 6.1% 4.9% Other Information The following table presents supplemental cash flow information for 2019 . ($ in millions) 2019 Cash paid for amounts included in measurement of lease liabilities Operating cash flows for finance leases $ 1 Operating cash flows for operating leases $ 39 Financing cash flows for finance leases $ 12 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 33 Finance leases $ 3 Leases That Have Not Yet Commenced In January 2020, we entered into a finance lease arrangement for our new global headquarters in Orlando, Florida. The new office building is expected to be completed in 2021, at which time the lease term will commence and a right-of-use asset and corresponding liability will be recorded on our balance sheet. The initial lease term is approximately 16 years with total lease payments of $129 million for the aforementioned period. |
SECURITIZED DEBT
SECURITIZED DEBT | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
SECURITIZED DEBT | SECURITIZED DEBT The following table provides detail on our securitized debt, net of unamortized debt discount and issuance costs: ($ in millions) At December 31, 2019 At December 31, 2018 Vacation ownership notes receivable securitizations, gross (1) $ 1,850 $ 1,590 Unamortized debt discount and issuance costs (18 ) (11 ) 1,832 1,579 Warehouse Credit Facility, gross (2) 21 116 Unamortized debt issuance costs (2 ) (1 ) 19 115 Other 20 20 $ 1,871 $ 1,714 _________________________ (1) Interest rates as of December 31, 2019 range from 2.2% to 4.4% , with a weighted average interest rate of 2.9% (2) Effective interest rate as of December 31, 2019 was 2.9% All of our securitized debt is non-recourse to us. See Footnote 17 “ Variable Interest Entities ” for a discussion of the collateral for the non-recourse debt associated with our securitized debt. The following table shows scheduled future principal payments for our securitized debt as of December 31, 2019 . Vacation Ownership Notes Receivable Securitizations Warehouse Credit Facility Other Total ($ in millions) Payments Year 2020 $ 186 $ 1 $ 2 $ 189 2021 192 1 2 195 2022 195 2 2 199 2023 197 17 2 216 2024 199 — 3 202 Thereafter 881 — 9 890 $ 1,850 $ 21 $ 20 $ 1,891 Vacation Ownership Notes Receivable Securitizations During the second quarter of 2019, we completed the securitization of a pool of $459 million of vacation ownership notes receivable. In connection with the securitization, investors purchased in a private placement, $450 million in vacation ownership loan backed notes from MVW 2019-1 LLC (the “2019-1 LLC”). Three classes of vacation ownership loan backed notes were issued by the 2019-1 LLC: $350 million of Class A Notes, $67 million of Class B Notes and $33 million of Class C Notes. The Class A Notes have an interest rate of 2.89 percent , the Class B Notes have an interest rate of 3.00 percent and the Class C Notes have an interest rate of 3.33 percent , for an overall weighted average interest rate of 2.94 percent . We completed two securitization transactions during the fourth quarter of 2019. In October 2019, we completed the securitization of a pool of $315 million of vacation ownership notes receivable. In connection with the securitization, investors purchased in a private placement $309 million in vacation ownership loan backed notes from MVW 2019-2 LLC (the “2019-2 LLC”). Three classes of vacation ownership loan backed notes were issued by the 2019-2 LLC: $232 million of Class A Notes, $54 million of Class B Notes and $23 million of Class C Notes. The Class A Notes have an interest rate of 2.22 percent , the Class B Notes have an interest rate of 2.44 percent and the Class C Notes have an interest rate of 2.68 percent , for an overall weighted average interest rate of 2.29 percent . Additionally, in December 2019, we completed the securitization of a pool of $90 million of primarily Asia-Pacific vacation ownership notes receivable that we previously had classified as not being eligible for securitization. In connection with the securitization, an investor purchased in a private placement $65 million in vacation ownership loan backed notes from Vacanza 2019-A LLC with an interest rate of 4.42% . The securitized loans previously were classified as not eligible for securitization using criteria applicable to then current securitization transactions in the ABS market because they did not meet certain representation criteria required in such securitizations, or because of other factors that may have reflected investor demand in a securitization transaction. Each of the securitized vacation ownership notes receivable transactions 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 2019 , and as of December 31, 2019 , no securitized vacation ownership notes receivable pools were out of compliance with their respective established parameters. As of December 31, 2019 , we had 12 securitized vacation ownership notes receivable pools outstanding. 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 below due to prepayments by the vacation ownership notes receivable obligors. Warehouse Credit Facility During 2019, we securitized vacation ownership notes receivable under our previous $250 million warehouse credit facility (the “Previous Warehouse Credit Facility). The carrying amount of the vacation ownership notes receivable securitized was $213 million . The advance rate was 85 percent , which resulted in gross proceeds of $181 million . Net proceeds were $180 million due to the funding of reserve accounts of $1 million . During the fourth quarter of 2019, the Company and certain of its subsidiaries entered into a new warehouse credit facility (the “Warehouse Credit Facility”), with an increased borrowing capacity of $350 million , which allows for the securitization of vacation ownership notes receivable on a revolving non-recourse basis. The Warehouse Credit Facility terminates on December 20, 2021, and if not renewed prior to termination, 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. 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 at least once per year. Additionally, during the fourth quarter of 2019, we securitized vacation ownership notes receivable under our Warehouse Credit Facility. The carrying amount of the vacation ownership notes receivable securitized was $26 million . The advance rate was 82 percent , which resulted in gross proceeds of $21 million . Net proceeds were $21 million due to the funding of reserve accounts of less than $1 million . |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following table provides detail on our debt balances, net of unamortized debt discount and issuance costs: ($ in millions) At December 31, 2019 At December 31, 2018 Senior Unsecured Notes 2026 Notes $ 750 $ 750 Unamortized debt issuance costs (8 ) (9 ) 742 741 2028 Notes 350 — Unamortized debt issuance costs (5 ) — 345 — Exchange Notes — 89 Unamortized debt issuance costs — (1 ) — 88 IAC Notes — 141 Corporate Credit Facility Term Loan 893 900 Unamortized debt discount and issuance costs (12 ) (12 ) 881 888 Revolving Corporate Credit Facility 30 — Unamortized debt issuance costs (1) (3 ) — 27 — Convertible notes, gross 230 230 Unamortized debt discount and issuance costs (23 ) (31 ) 207 199 Non-interest bearing note payable — 31 Unamortized debt discount — (1 ) — 30 Finance leases 14 17 $ 2,216 $ 2,104 _________________________ (1) Excludes $4 million of unamortized debt issuance costs as of December 31, 2018 , as no cash borrowings were outstanding on the Revolving Corporate Credit Facility, as defined below, at that time. The following table shows scheduled future principal payments for our debt, excluding finance leases, as of December 31, 2019 . ($ in millions) 2026 Notes 2028 Notes Term Loan Revolving Corporate Credit Facility Convertible Notes Total Payments Year 2020 $ — $ — $ 9 $ — $ — $ 9 2021 — — 9 — — 9 2022 — — 9 — 230 239 2023 — — 9 30 — 39 2024 — — 9 — — 9 Thereafter 750 350 848 — — 1,948 $ 750 $ 350 $ 893 $ 30 $ 230 $ 2,253 Senior Unsecured Notes Our Senior Unsecured Notes, as further discussed below, include the following: • $750 million aggregate principal amount of 6.500% Senior Unsecured Notes due 2026 issued in the third quarter of 2018 with a maturity date of September 15, 2026 (the “ 2026 Notes ”); • $350 million aggregate principal amount of 4.750% Senior Unsecured Notes due 2028 issued in the fourth quarter of 2019 with a maturity date of January 15, 2028 (the “ 2028 Notes ”); • the 5.625% Senior Unsecured Notes due 2023 offered in exchange for the IAC Notes (as defined below) during the third quarter of 2018 (the “Exchange Notes”); and • the 5.625% Senior Unsecured Notes due 2023 assumed in connection with the ILG Acquisition (the “IAC Notes”). 2026 Notes We issued the 2026 Notes under an indenture dated August 23, 2018 with The Bank of New York Mellon Trust, as trustee. We received net proceeds of $742 million from the offering, after deducting the underwriting discount and estimated expenses. We used these proceeds, together with the borrowings under the Term Loan (defined below) primarily to finance the cash component of the consideration paid in the ILG Acquisition to ILG shareholders, certain fees and expenses we incurred in connection with the ILG Acquisition and working capital. We may redeem some or all of the 2026 Notes prior to maturity under the terms provided in the indenture. 2028 Notes We issued the 2028 Notes under an indenture dated October 1, 2019 with The Bank of New York Mellon Trust, as trustee. We received net proceeds of $346 million from the offering, after deducting the underwriting discount and estimated expenses. The net proceeds from the 2028 Notes were used (i) to redeem all of the outstanding IAC Notes, (ii) to redeem all of the outstanding Exchange Notes, (iii) to repay a portion of the outstanding borrowings under our Revolving Corporate Credit Facility, (iv) to pay transaction expenses and fees in connection with each of the foregoing and (v) for general corporate purposes. We will pay interest on the 2028 Notes on March 15 and September 15 of each year, commencing on March 15, 2020. We may redeem some or all of the Senior Unsecured Notes prior to maturity under the terms provided in the indenture. IAC Notes and Exchange Notes In connection with the ILG Acquisition, we assumed $350 million in aggregate principal amount of outstanding IAC Notes. During 2018, we exchanged $88 million of these notes for $88 million of Exchange Notes , plus approximately $1 million in cash. Additionally, during 2018, $122 million of tendered IAC Notes were repurchased for $123 million using cash on hand, leaving $140 million in aggregate principal amounts of the IAC Notes remaining outstanding as of December 31, 2018. During 2019, we redeemed all of the outstanding IAC Notes and Exchange Notes using proceeds from the issuance of the 2028 Notes . Corporate Credit Facility Our corporate credit facility (“Corporate Credit Facility”), which provides support for our business, including ongoing liquidity and letters of credit, includes a $900 million term loan facility (the “Term Loan”), which matures on August 31, 2025, and a revolving corporate credit facility with a borrowing capacity of $600 million (the “Revolving Corporate Credit Facility”), including a letter of credit sub-facility of $75 million , that terminates on August 31, 2023 . In December 2019, we amended the existing credit agreement that governs our Corporate Credit Facility which reduced the interest rate applicable to the Term Loan from LIBOR plus 2.25 percent to LIBOR plus 1.75 percent . All other terms in the existing credit agreement remain substantially the same. Borrowings under the Revolving Corporate Credit 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. 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 December 31, 2019 , we were in compliance with the applicable financial and operating covenants under the Corporate Credit Facility. We entered into $250 million of interest rate swaps under which we pay a fixed rate of 2.9625 percent and receive a floating interest rate through September 2023 and $200 million of interest rate swaps under which we pay a fixed rate of 2.2480 percent and receive a floating interest rate through April 2024 , in each case to hedge a portion of our interest rate risk on the Term Loan. We also entered into a $100 million interest rate collar with a cap strike rate of 2.5000 percent and a floor strike rate of 1.8810 percent through April 2024 to further hedge our interest rate risk on the Term Loan. Both the interest rate swaps and the interest rate collar have been designated and qualify as cash flow hedges of interest rate risk and recorded in Other liabilities on our Balance Sheet as of December 31, 2019 and December 31, 2018 . We characterize payments we make in connection with these derivative instruments as interest expense and a reclassification of accumulated other comprehensive income for presentation purposes. The following table reflects the activity in accumulated other comprehensive loss related to our derivative instruments during 2019, 2018 and 2017. ($ in millions) Derivative Instrument Adjustments Balance at December 30, 2016 $ — Other comprehensive loss before reclassifications — Reclassification to Income Statement — Net other comprehensive loss — Balance at December 31, 2017 — Other comprehensive loss before reclassifications (6 ) Reclassification to Income Statement — Net other comprehensive loss (6 ) Balance at December 31, 2018 (6 ) Other comprehensive loss before reclassifications (15 ) Reclassification to Income Statement — Net other comprehensive loss (15 ) Balance at December 31, 2019 $ (21 ) Convertible Notes During 2017, we issued $230 million aggregate principal amount of Convertible Notes that bear interest at a rate of 1.50 percent, payable in cash semi-annually. The Convertible Notes mature on September 15, 2022, unless repurchased or converted in accordance with their terms prior to that date. The conversion rate is subject to adjustment for certain events as described in the indenture governing the notes and was subject to adjustment during the fourth quarter of 2019 to 6.7988 shares of common stock per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $147.08 per share of our common stock) when we declared a quarterly dividend of $0.54 per share, which was greater than the quarterly dividend when the Convertible Notes were issued. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. It is our intent to settle conversions of the Convertible Notes through combination settlement, which contemplates repayment in cash of the principal amount and repayment in shares of our common stock of any excess of the conversion value over the principal amount. Holders may convert their Convertible Notes prior to June 15, 2022 only under certain circumstances. We may not redeem the Convertible Notes prior to their maturity date. If we undergo a fundamental change, as described in the indenture, subject to certain conditions, holders may require us to repurchase for cash all or any portion of their Convertible Notes, at a repurchase price equal to 100 percent of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. If certain fundamental changes referred to in the indenture as make-whole fundamental changes occur, the conversion rate applicable to the Convertible Notes may increase. As of December 31, 2019 , the effective interest rate was 4.7 percent and the remaining debt discount amortization period was 2.7 years . The following table shows the net carrying value of the Convertible Notes: ($ in millions) At December 31, 2019 At December 31, 2018 Liability component Principal amount $ 230 $ 230 Unamortized debt discount (20 ) (26 ) Unamortized debt issuance costs (3 ) (5 ) Net carrying amount of the liability component $ 207 $ 199 Carrying amount of equity component, net of issuance costs $ 33 $ 33 The following table shows interest expense information related to the Convertible Notes: ($ in millions) 2019 2018 2017 Contractual interest expense $ 3 $ 3 $ 1 Amortization of debt discount 6 6 2 Amortization of debt issuance costs 2 1 — $ 11 $ 10 $ 3 Convertible Note Hedges and Warrants In connection with the offering of the Convertible Notes, we concurrently entered into the following privately-negotiated separate transactions: convertible note hedge transactions with respect to our common stock (“Convertible Note Hedges”), covering a total of approximately 1.55 million shares of our common stock, and warrant transactions (the “Warrants”), whereby we sold to the counterparties to the Convertible Note Hedges warrants to acquire approximately 1.55 million shares of our common stock at an initial strike price of $176.68 per share. The strike price was subject to adjustment during the fourth quarter of 2019 to $175.37 per share when we declared a quarterly dividend of $0.54 per share. 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 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 December 31, 2019 , no Convertible Note Hedges or Warrants have been exercised. Finance Leases See Footnote 12 “ Leases ” for information on our finance leases. Restrictions Amounts borrowed under the Corporate Credit 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 borrowers under, and guarantors of, that facility (which include MVWC and certain 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. In addition, the 2026 Notes and 2028 Notes are guaranteed by MVWC and certain of our direct and indirect, existing and future, domestic subsidiaries, excluding bankruptcy remote special purpose subsidiaries. See Footnote 21 “ Supplemental Guarantor Information ” for additional information. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
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 December 31, 2019 , there were 75,020,272 shares of Marriott Vacations Worldwide common stock issued, of which 41,582,096 shares were outstanding and 33,438,176 shares were held as treasury stock. As part of an internal restructuring to further integrate ILG and right-size our capital structure, we issued 16,929,124 shares of our common stock to Marriott Ownership Resorts, Inc., our wholly owned subsidiary and 16,367,491 shares of our common stock to MVW US Holdings LLC, our wholly owned subsidiary. In connection with the restructuring, these shares were returned to treasury as of December 31, 2019. At December 31, 2018 , there were 57,626,462 shares of Marriott Vacations Worldwide common stock issued, of which 45,992,731 shares were outstanding and 11,633,731 shares were held as treasury stock. Marriott Vacations Worldwide has 2,000,000 authorized shares of preferred stock, par value of $0.01 per share, none of which were issued or outstanding as of December 31, 2019 or December 31, 2018 . Share Repurchase Program The following table summarizes share repurchase activity under our current share repurchase program: ($ in millions, except per share amounts) Number of Cost of Shares Average Price As of December 31, 2018 11,687,774 $ 793 $ 67.85 For the year ended December 31, 2019 4,731,176 465 98.24 As of December 31, 2019 16,418,950 $ 1,258 $ 76.60 On July 30, 2019 , our Board of Directors authorized the extension of the duration of our existing share repurchase program to December 31, 2020, as well as the repurchase of up to 4.5 million additional shares of our common stock. As of December 31, 2019 , our Board of Directors had authorized the repurchase of an aggregate of up to 19.4 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 December 31, 2019 , 2.7 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 year ended December 31, 2019 as follows: Declaration Date Shareholder Record Date Distribution Date Dividend per Share February 15, 2019 February 28, 2019 March 14, 2019 $0.45 May 9, 2019 May 23, 2019 June 6, 2019 $0.45 September 5, 2019 September 19, 2019 October 3, 2019 $0.45 December 9, 2019 December 23, 2019 January 6, 2020 $0.54 Any future dividend payments will be subject to Board approval, and there can be no assurance that we will pay dividends in the future. Noncontrolling Interests Property Owners’ Associations As part of the ILG Acquisition we established a noncontrolling interest in property owners’ associations that Legacy-ILG consolidates under the voting interest model, which represents the portion of the property owners’ associations related to individual or third-party VOI owners. This noncontrolling interest amounts to $12 million and $8 million , as of December 31, 2019 and December 31, 2018 , respectively, and is included on our Balance Sheets as a component of equity. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION We maintain the MVW Stock Plan for the benefit of our officers, directors and employees. Under the MVW Stock Plan, we award: (1) RSUs of our common stock, (2) SARs relating to our common stock and (3) stock options to purchase our common stock. A total of 6 million shares are authorized for issuance pursuant to grants under the MVW Stock Plan. As of December 31, 2019 , less than 1 million shares were available for grants under the MVW Stock Plan. As part of the ILG Acquisition, we assumed the Interval Leisure Group, Inc. 2013 Stock and Incentive Plan (the “ILG Stock Plan”) and equity based awards outstanding under the ILG Stock Plan. As of December 31, 2019 , 1 million shares were available for grants under the ILG Stock Plan to Legacy-ILG employees. The following table details our share-based compensation expense related to award grants to our officers, directors and employees: ($ in millions) 2019 2018 2017 Service-based RSUs $ 17 $ 12 $ 10 Performance-based RSUs 7 7 4 ILG Acquisition Converted RSUs 10 13 — 34 32 14 SARs 3 3 2 Stock options — — — $ 37 $ 35 $ 16 The following table details our deferred compensation costs related to unvested awards: ($ in millions) At Year-End 2019 (1) At Year-End 2018 Service-based RSUs $ 17 $ 16 Performance-based RSUs 10 7 ILG Acquisition Converted RSUs 3 15 30 38 SARs 1 1 Stock options — — $ 31 $ 39 _________________________ (1) As of December 31, 2019 , the weighted average remaining term for RSU grants outstanding at year-end 2019 was one to two years and we expect that deferred compensation expense will be recognized over a weighted average period of one to three years. Restricted Stock Units We have issued RSUs that vest over time, which we refer to as service-based RSUs, and RSUs that vest based on performance with respect to established criteria, which we refer to as performance-based RSUs. The following table shows the changes in our outstanding RSUs and the associated weighted average grant-date fair values: 2019 Service-based Performance-based Total Number of RSUs Weighted Average Grant-Date Fair Value Per RSU Number of RSUs Weighted Average Grant-Date Fair Value Per RSU Number of RSUs Weighted Average Grant-Date Fair Value Per RSU Outstanding at year-end 2018 753,581 $ 89.66 307,080 $ 87.75 1,060,661 $ 89.11 Granted 194,075 $ 96.16 325,638 $ 95.36 519,713 $ 95.66 Distributed (278,729) $ 101.49 (76,839) $ 58.40 (355,568) $ 92.18 Forfeited (20,352) $ 110.44 (66,557) $ 58.90 (86,909) $ 70.97 Outstanding at year-end 2019 648,575 $ 85.87 489,322 $ 101.35 1,137,897 $ 92.53 The weighted average grant-date fair value per RSU granted in 2018 and 2017 was $120.04 and $95.12 , respectively. The fair value of the RSUs which vested in 2019 was $34 million , and included $15 million related to RSUs converted in the ILG Acquisition. The fair value of the RSUs which vested in 2018 was $48 million , and included $24 million related to RSUs converted in the ILG Acquisition. The fair value of the RSUs which vested in 2017 was $18 million . Stock Appreciation Rights The following table shows the changes in our outstanding SARs and the associated weighted average exercise prices: 2019 Number of Weighted Average Exercise Price Per SAR Outstanding at year-end 2018 697,178 $ 55.96 Granted 111,111 $ 100.52 Exercised (112,142 ) $ 24.23 Forfeited or expired — $ — Outstanding at year-end 2019 (1)(2) 696,147 $ 68.18 _________________________ (1) As of December 31, 2019 , outstanding SARs had a total intrinsic value of $44 million and a weighted average remaining term of 5 years. (2) As of December 31, 2019 , 470,505 SARs with a weighted average exercise price of $51.63 , an aggregate intrinsic value of $37 million and a weighted average remaining contractual term of 4 years were exercisable. The weighted average grant-date fair value per SAR granted in 2019 , 2018 and 2017 was $28.89 , $44.75 and $27.63 , respectively. The intrinsic value of SARs which vested in 2019 , 2018 and 2017 , was $4 million , less than $1 million and $6 million , respectively. The aggregate intrinsic value of SARs which were exercised in 2019 , 2018 and 2017 was $11 million , $2 million and $19 million , respectively. We use the Black-Scholes model to estimate the fair value of the SARs granted. The expected stock price volatility was calculated based on the average of the historical and implied volatility from our stock price. The average expected life was calculated using the simplified method, as we have insufficient historical information to provide a basis for estimate. 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 in 2019 , 2018 and 2017 : 2019 2018 2017 Expected volatility 31.10% 30.78% 30.41% Dividend yield 1.76% 1.11% 1.44% Risk-free rate 2.59% 2.68% 2.06% Expected term (in years) 6.25 6.25 6.25 Stock Options We may grant non-qualified stock options to employees and non-employee directors at exercise prices or strike prices equal to the market price of our common stock on the date of grant. There were no outstanding or exercisable stock options held by our employees at year-end 2019 or 2018 , and no stock options were granted to our employees in 2019 , 2018 or 2017 . At December 31, 2019 , approximately 3,000 stock options were outstanding and exercisable with a weighted average exercise price per option of $20.62 and a weighted average remaining life of approximately one year. Employee Stock Purchase Plan During 2015, the Board of Directors adopted, and our shareholders subsequently approved, the Marriott Vacations Worldwide Corporation Employee Stock Purchase Plan (the “ESPP”), which became effective during 2015. A total of 500,000 shares of common stock may be purchased under the ESPP. The ESPP allows eligible employees to purchase shares of our common stock at a price per share not less than 95% of the fair market value per share of common stock on the purchase date, up to a maximum threshold established by the plan administrator for the offering period. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 12 Months Ended |
Dec. 31, 2019 | |
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 VIEs. 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. There is no noncontrolling interest balance related to these entities and the creditors of these entities do not have general recourse to us. As part of the ILG Acquisition, we acquired the variable interests in the entities associated with ILG’s outstanding vacation ownership notes receivable securitization transactions. As these vacation ownership notes receivable securitizations are similar in nature to the Legacy-MVW vacation ownership notes receivable securitizations they have been aggregated for disclosure purposes. The following table shows consolidated assets, which are collateral for the obligations of these VIEs, and consolidated liabilities included on our Balance Sheet at December 31, 2019 : ($ in millions) Vacation Ownership Warehouse Total Consolidated Assets Vacation ownership notes receivable, net of reserves $ 1,726 $ 24 $ 1,750 Interest receivable 13 — 13 Restricted cash 64 — 64 Total $ 1,803 $ 24 $ 1,827 Consolidated Liabilities Interest payable $ 2 $ — $ 2 Securitized debt 1,850 21 1,871 Total $ 1,852 $ 21 $ 1,873 The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during 2019 : ($ in millions) Vacation Ownership Warehouse Total Interest income $ 219 $ 12 $ 231 Interest expense to investors $ 51 $ 4 $ 55 Debt issuance cost amortization $ 5 $ 1 $ 6 Administrative expenses $ 1 $ — $ 1 The following table shows cash flows between us and the vacation ownership notes receivable securitization VIEs: ($ in millions) 2019 2018 Cash Inflows Net proceeds from vacation ownership notes receivable securitizations $ 815 $ 419 Principal receipts 477 322 Interest receipts 214 145 Reserve release 184 168 Total 1,690 1,054 Cash Outflows Principal to investors (507 ) (329 ) Voluntary repurchases of defaulted vacation ownership notes receivable (54 ) (31 ) Voluntary clean-up call (22 ) (22 ) Interest to investors (49 ) (31 ) Funding of restricted cash (169 ) (110 ) Total (801 ) (523 ) Net Cash Flows $ 889 $ 531 Under the terms of our vacation ownership notes receivable securitizations, we have the right to substitute loans for, or repurchase, defaulted loans at our option, subject to certain limitations. We made voluntary repurchases of defaulted vacation ownership notes receivable, net of substitutions, of $54 million during 2019 , $31 million during 2018 and $28 million during 2017 . We also made voluntary repurchases, net of substitutions, of $356 million , $39 million and $57 million of other non-defaulted vacation ownership notes receivable during 2019 , 2018 and 2017 , respectively, to retire previous vacation ownership notes receivable securitizations. Our maximum exposure to loss relating to the special purpose entities that purchase, sell and own these vacation ownership notes receivable is the overcollateralization amount (the difference between the loan collateral balance and the balance on the outstanding vacation ownership notes receivable), plus cash reserves and any residual interest in future cash flows from collateral. The following table shows cash flows between us and the Warehouse Credit Facility VIE: ($ in millions) 2019 2018 Cash Inflows Proceeds from vacation ownership notes receivable securitizations $ 202 $ 116 Principal receipts 14 1 Interest receipts 13 1 Reserve release 2 — Total 231 118 Cash Outflows Principal to investors (12 ) — Repayment of Warehouse Credit Facility (285 ) — Interest to investors (4 ) (1 ) Funding of restricted cash (2 ) (1 ) Total (303 ) (2 ) Net Cash Flows $ (72 ) $ 116 Other Variable Interest Entities We have a commitment to purchase an operating property located in San Francisco, California, that we currently manage as Marriott Vacation Club Pulse, San Francisco. Refer to Footnote 11 “ Contingencies and Commitments ” for additional information on the commitment. We are required to purchase the property from the third party developer unless the developer has sold the property to another party. The property is held by a VIE for which we are not the primary beneficiary as we cannot prevent the VIE from selling the property at a higher price. Accordingly, we have not consolidated the VIE. As of December 31, 2019 , our Balance Sheet reflected $2 million in Accounts Receivable, including a note receivable of less than $1 million , and less than $1 million in Accrued liabilities. We believe that our maximum exposure to loss as a result of our involvement with this VIE is $2 million as of December 31, 2019 . 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 11 “ 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 VIE for which we are not the primary beneficiary as we cannot prevent the VIE from selling the property at a higher price. Accordingly, we have not consolidated the VIE. As of December 31, 2019 , our Balance Sheet reflected $28 million in Property and equipment, including a $20 million deposit related to the acquisition of a portion of this property, which was completed in January 2020, and $8 million related to a finance lease and leasehold improvements, $1 million in Accrued liabilities, and $7 million in Debt related to the finance lease liability for ancillary and operations space we lease from the VIE. In addition, a note receivable of less than $1 million is included in the Accounts receivable line on the Balance Sheet as of December 31, 2019 . We believe that our maximum exposure to loss as a result of our involvement with this VIE is approximately $20 million as of December 31, 2019 . |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | BUSINESS SEGMENTS We define our reportable segments based on the way in which the chief operating decision maker (“CODM”), currently our chief executive officer, manages the operations of the company for purposes of allocating resources and assessing performance. We operate in two operating and reportable business segments: • Vacation Ownership includes a diverse portfolio of resorts that includes seven vacation ownership brands licensed under exclusive, long-term relationships with Marriott International and Hyatt. We are the exclusive worldwide developer, marketer, seller and manager of vacation ownership and related products under the Marriott Vacation Club, Grand Residences by Marriott, Sheraton, Westin, and Hyatt Residence Club brands, as well as under 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, we have the non-exclusive right to develop, market and sell whole ownership residential products under The Ritz-Carlton Residences brand and have a license to use the St. Regis brand for specified fractional ownership resorts. Our Vacation Ownership segment generates most of its revenues from four primary sources: selling vacation ownership products; managing vacation ownership resorts, clubs and owners’ associations; financing consumer purchases of vacation ownership products; and renting vacation ownership inventory. • Exchange & Third-Party Management includes exchange networks and membership programs, as well as management of resorts and lodging properties. We provide these services through a variety of brands including Interval International, Trading Places International, Vacation Resorts International, and Aqua-Aston. Exchange & Third-Party Management revenue generally is fee-based and derived from membership, exchange and rental transactions, property and association management, and other related products and services. Our CODM evaluates 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 or indirect general and administrative expenses to our segments. We include interest income specific to segment activities within the appropriate segment. We allocate depreciation, other gains and losses, equity in earnings or losses from our joint ventures and noncontrolling interest to each of our segments as appropriate. Corporate and other represents that portion of our results that are not allocable to our segments, including those relating to property owners’ associations consolidated under the voting interest model, as our CODM does not use this information to make operating segment resource allocations. Prior year segment information has been reclassified to conform to the current reportable segment presentation. Our CODM uses Adjusted EBITDA to evaluate the profitability of our operating segments, and the components of net income attributable to common shareholders excluded from Adjusted EBITDA are not separately evaluated. Adjusted EBITDA is defined as net income attributable to common shareholders, before interest expense (excluding consumer financing interest expense associated with term loan securitization transactions), income taxes, depreciation and amortization, excluding share-based compensation expense and adjusted for certain items that affect the comparability or our operating performance. Our reconciliation of the aggregate amount of Adjusted EBITDA for our reportable segments to consolidated net income attributable to common shareholders is presented below. Revenues ($ in millions) 2019 2018 2017 Vacation Ownership $ 3,869 $ 2,803 $ 2,183 Exchange & Third-Party Management 454 161 — Total segment revenues 4,323 2,964 2,183 Corporate and other 32 4 — $ 4,355 $ 2,968 $ 2,183 Adjusted EBITDA and Reconciliation to Net Income Attributable to Common Shareholders ($ in millions) 2019 2018 2017 Adjusted EBITDA Vacation Ownership $ 800 $ 511 $ 383 Adjusted EBITDA Exchange & Third-Party Management 230 77 — Reconciling items: Corporate and other (272 ) (169 ) (89 ) Interest expense (132 ) (54 ) (10 ) Tax provision (83 ) (51 ) (5 ) Depreciation and amortization (141 ) (62 ) (21 ) Share-based compensation expense (37 ) (35 ) (16 ) Certain items (227 ) (162 ) (7 ) Net income attributable to common shareholders $ 138 $ 55 $ 235 Depreciation and Amortization ($ in millions) 2019 2018 2017 Vacation Ownership $ 68 $ 37 $ 17 Exchange & Third-Party Management 47 16 — Total segment depreciation 115 53 17 Corporate and other 26 9 4 $ 141 $ 62 $ 21 Assets ($ in millions) At December 31, 2019 At December 31, 2018 Vacation Ownership $ 7,345 $ 7,275 Exchange & Third-Party Management 1,162 1,182 Total segment assets 8,507 8,457 Corporate and other 707 561 $ 9,214 $ 9,018 Capital Expenditures (including inventory) ($ in millions) 2019 2018 2017 Vacation Ownership $ 266 $ 245 $ 174 Exchange & Third-Party Management 14 5 — Total segment capital expenditures 280 250 174 Corporate and other 13 2 7 $ 293 $ 252 $ 181 Geographic Information We conduct business globally, and our operations outside the United States represented approximately 13 percent of our revenues, excluding cost reimbursements, for 2019 , 2018 and 2017 . Revenues (excluding cost reimbursements) ($ in millions) 2019 2018 2017 United States $ 2,835 $ 1,780 $ 1,247 All other countries 412 263 186 $ 3,247 $ 2,043 $ 1,433 Fixed Assets ($ in millions) At December 31, 2019 At December 31, 2018 United States $ 580 $ 748 All other countries 171 203 $ 751 $ 951 |
QUARTERLY RESULTS (UNAUDITED)
QUARTERLY RESULTS (UNAUDITED) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY RESULTS (UNAUDITED) | QUARTERLY RESULTS (UNAUDITED) 2019 (1) ($ in millions, except per share data) First Second Third Fourth Fiscal Revenues $ 1,060 $ 1,068 $ 1,082 $ 1,145 $ 4,355 Expenses $ (969 ) $ (925 ) $ (1,012 ) $ (991 ) $ (3,897 ) Net income (loss) attributable to common shareholders $ 24 $ 49 $ (9 ) $ 74 $ 138 Earnings (loss) per share attributable to common shareholders Basic $ 0.52 $ 1.11 $ (0.21 ) $ 1.74 $ 3.13 Diluted $ 0.51 $ 1.10 $ (0.21 ) $ 1.71 $ 3.09 2018 (1) ($ in millions, except per share data) First Second Third Fourth Fiscal Revenues $ 571 $ 595 $ 750 $ 1,052 $ 2,968 Expenses $ (518 ) $ (546 ) $ (698 ) $ (939 ) $ (2,701 ) Net income (loss) attributable to common shareholders $ 36 $ 11 $ (36 ) $ 44 $ 55 Earnings (loss) per share attributable to common shareholders Basic $ 1.35 $ 0.40 $ (1.08 ) $ 0.92 $ 1.64 Diluted $ 1.32 $ 0.39 $ (1.08 ) $ 0.91 $ 1.61 _______________________ (1) The sum of the earnings per share attributable to common shareholders for the four quarters differs from annual earnings per share attributable to common shareholders due to the required method of computing the weighted average shares in interim periods. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Dividends On February 14, 2020 , our Board of Directors declared a quarterly dividend of $0.54 per share to be paid on March 12, 2020 to shareholders of record as of February 27, 2020 |
SUPPLEMENTAL GUARANTOR INFORMAT
SUPPLEMENTAL GUARANTOR INFORMATION | 12 Months Ended |
Dec. 31, 2019 | |
Guarantees and Product Warranties [Abstract] | |
SUPPLEMENTAL GUARANTOR INFORMATION | SUPPLEMENTAL GUARANTOR INFORMATION The 2026 Notes are guaranteed by MVWC, Marriott Ownership Resorts, Inc. (“MORI”), ILG and certain other subsidiaries whose voting securities are wholly owned directly or indirectly by MORI or ILG (such subsidiaries collectively, the “Senior Notes Guarantors”). These guarantees are full and unconditional and joint and several. The guarantees of the Senior Notes Guarantors are subject to release in limited circumstances only upon the occurrence of certain customary conditions. The following tables present consolidating financial information as of December 31, 2019 and December 31, 2018 , and for the twelve months ended December 31, 2019 , December 31, 2018 and December 31, 2017 for MVWC on a stand-alone basis, each of MORI and ILG on a stand-alone basis (collectively, the “Issuers”), the Senior Notes Guarantors, the combined non-guarantor subsidiaries of MVW and MVW on a consolidated basis. Condensed Consolidating Balance Sheet As of December 31, 2019 MVWC Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated ($ in millions) MORI ILG Cash and cash equivalents $ — $ 84 $ 4 $ 61 $ 138 $ — $ 287 Restricted cash — 21 — 57 336 — 414 Accounts receivable, net 73 77 — 81 96 (4 ) 323 Vacation ownership notes receivable, net — 149 — 255 1,829 — 2,233 Inventory — 295 — 440 124 — 859 Property and equipment — 233 — 259 259 — 751 Goodwill — — — 2,892 — — 2,892 Intangibles, net — — — 966 61 — 1,027 Investments in subsidiaries 3,193 4,729 — — — (7,922 ) — Other 39 71 — 232 121 (35 ) 428 Total assets $ 3,305 $ 5,659 $ 4 $ 5,243 $ 2,964 $ (7,961 ) $ 9,214 Accounts payable $ 66 $ 92 $ — $ 117 $ 12 $ (1 ) $ 286 Advance deposits — 75 — 88 24 — 187 Accrued liabilities 4 104 27 168 106 (12 ) 397 Deferred revenue — 5 — 92 337 (1 ) 433 Payroll and benefits liability 5 97 — 62 22 — 186 Deferred compensation liability — 93 — 16 1 — 110 Securitized debt, net — — — — 1,871 — 1,871 Debt, net 207 2,002 — 7 — — 2,216 Other 4 36 52 86 19 — 197 Deferred taxes — 108 — 162 30 — 300 MVW shareholders' equity 3,019 3,047 (75 ) 4,445 530 (7,947 ) 3,019 Noncontrolling interests — — — — 12 — 12 Total liabilities and equity $ 3,305 $ 5,659 $ 4 $ 5,243 $ 2,964 $ (7,961 ) $ 9,214 As of December 31, 2018 (1) MVWC Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated ($ in millions) MORI ILG Cash and cash equivalents $ 1 $ 62 $ 2 $ 39 $ 127 $ — $ 231 Restricted cash — 19 — 122 242 — 383 Accounts receivable, net 31 20 — 169 104 — 324 Vacation ownership notes receivable, net — 121 — 183 1,735 — 2,039 Inventory — 212 — 475 176 — 863 Property and equipment — 439 1 308 203 — 951 Goodwill 2,828 — — — — — 2,828 Intangibles, net — — — 1,065 42 — 1,107 Due from parent — 1,834 — — — (1,834 ) — Investments in subsidiaries 2,681 93 1,875 — — (4,649 ) — Other 27 53 — 251 36 (75 ) 292 Total assets $ 5,568 $ 2,853 $ 1,878 $ 2,612 $ 2,665 $ (6,558 ) $ 9,018 Accounts payable $ 50 $ 13 $ — $ 213 $ 25 $ — $ 301 Advance deposits — 65 — 89 17 — 171 Accrued liabilities 7 96 7 10 150 (24 ) 246 Deferred revenue — 6 — 253 128 (4 ) 383 Payroll and benefits liability 15 96 — 83 16 — 210 Deferred compensation liability — 79 — 13 1 — 93 Securitized debt, net — — — — 1,714 — 1,714 Debt, net 199 1,726 — 179 — — 2,104 Due to subsidiary 1,834 — — — — (1,834 ) — Other 2 6 — 1 3 — 12 Deferred taxes — 133 — 157 24 4 318 MVW shareholders' equity 3,461 633 1,871 1,617 579 (4,700 ) 3,461 Noncontrolling interests — — — (3 ) 8 — 5 Total liabilities and equity $ 5,568 $ 2,853 $ 1,878 $ 2,612 $ 2,665 $ (6,558 ) $ 9,018 _________________________ (1) Amounts have been revised to correct certain immaterial prior period errors as reported in the 2018 Annual Report and have been reclassified to conform to the current year presentation. Condensed Consolidating Statement of Income 2019 MVWC Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated ($ in millions) MORI ILG Revenues $ — $ 764 $ — $ 2,612 $ 1,009 $ (30 ) $ 4,355 Expenses (25 ) (827 ) — (2,309 ) (766 ) 30 (3,897 ) (Losses) gains and other (expense) income, net — (1 ) — 8 9 — 16 Interest expense (11 ) (117 ) — (4 ) — — (132 ) ILG acquisition-related costs — (96 ) — (15 ) (7 ) — (118 ) Other — — — 1 — — 1 Benefit (provision) for income taxes 11 109 — (109 ) (94 ) — (83 ) Equity in net income of subsidiaries 163 305 — — — (468 ) — Net income 138 137 — 184 151 (468 ) 142 Net income attributable to noncontrolling interests — — — (4 ) — — (4 ) Net income attributable to common shareholders $ 138 $ 137 $ — $ 180 $ 151 $ (468 ) $ 138 2018 MVWC Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated ($ in millions) MORI ILG Revenues $ — $ 758 $ — $ 1,664 $ 553 $ (7 ) $ 2,968 Expenses (20 ) (737 ) — (1,489 ) (462 ) 7 (2,701 ) Gains (losses) and other income (expense), net — 23 — (3 ) 1 — 21 Interest expense (10 ) (39 ) — (3 ) (2 ) — (54 ) ILG acquisition-related costs (11 ) (83 ) — (33 ) — — (127 ) Other — — — (4 ) — — (4 ) Benefit (provision) for income taxes 21 39 — (66 ) (45 ) — (51 ) Equity in net income of subsidiaries 75 124 10 — — (209 ) — Net income 55 85 10 66 45 (209 ) 52 Net loss attributable to noncontrolling interests — — — 1 2 — 3 Net income attributable to common shareholders $ 55 $ 85 $ 10 $ 67 $ 47 $ (209 ) $ 55 2017 MVWC Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated ($ in millions) MORI ILG Revenues $ — $ 711 $ — $ 1,125 $ 347 $ — $ 2,183 Expenses (8 ) (688 ) — (972 ) (269 ) — (1,937 ) Gains (losses) and other income (expense), net — 8 — (1 ) (1 ) — 6 Interest expense (3 ) (4 ) — (3 ) — — (10 ) ILG acquisition-related costs — (1 ) — — — — (1 ) Other — (1 ) — — — — (1 ) Provision for income taxes — (1 ) — (3 ) (1 ) — (5 ) Equity in net income of subsidiaries 246 216 — — — (462 ) — Net income 235 240 — 146 76 (462 ) 235 Net income attributable to noncontrolling interests — — — — — — — Net income attributable to common shareholders $ 235 $ 240 $ — $ 146 $ 76 $ (462 ) $ 235 Condensed Consolidating Statement of Cash Flows 2019 MVWC Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated ($ in millions) MORI ILG Net cash, cash equivalents and restricted cash (used in) provided by operating activities $ (44 ) $ (86 ) $ (3 ) $ 311 $ 345 $ (141 ) $ 382 Net cash, cash equivalents and restricted cash (used in) provided by investing activities (7 ) (16 ) — 15 45 — 37 Net cash, cash equivalents and restricted cash provided by (used in) financing activities 50 126 5 (369 ) (284 ) 141 (331 ) Effect of changes in exchange rates on cash, cash equivalents and restricted cash — — — — (1 ) — (1 ) Cash, cash equivalents and restricted cash, beginning of period 1 81 2 161 369 — 614 Cash, cash equivalents and restricted cash, end of period $ — $ 105 $ 4 $ 118 $ 474 $ — $ 701 2018 MVWC Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated ($ in millions) MORI ILG Net cash, cash equivalents and restricted cash (used in) provided by operating activities $ (28 ) $ 123 $ — $ 130 $ (128 ) $ — $ 97 Net cash, cash equivalents and restricted cash (used in) provided by investing activities (1,847 ) (11 ) 2 238 334 (123 ) (1,407 ) Net cash, cash equivalents and restricted cash provided by (used in) financing activities 1,876 (408 ) — (238 ) 80 123 1,433 Effect of changes in exchange rates on cash, cash equivalents and restricted cash — — — — — — — Cash, cash equivalents and restricted cash, beginning of period — 377 — 31 83 — 491 Cash, cash equivalents and restricted cash, end of period $ 1 $ 81 $ 2 $ 161 $ 369 $ — $ 614 2017 MVWC Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated ($ in millions) MORI ILG Net cash, cash equivalents and restricted cash (used in) provided by operating activities $ (25 ) $ 19 $ — $ 192 $ (43 ) $ (1 ) $ 142 Net cash, cash equivalents and restricted cash (used in) provided by investing activities (12 ) (11 ) — (6 ) (9 ) — (38 ) Net cash, cash equivalents and restricted cash provided by (used in) financing activities 37 257 — (172 ) 48 1 171 Effect of changes in exchange rates on cash, cash equivalents and restricted cash — — — — 3 — 3 Cash, cash equivalents and restricted cash, beginning of period — 112 — 17 84 — 213 Cash, cash equivalents and restricted cash, end of period $ — $ 377 $ — $ 31 $ 83 $ — $ 491 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Our Business | The consolidated financial statements present the results of operations, financial position and cash flows of Marriott Vacations Worldwide Corporation (referred to in this report as (i) “we,” “us,” “Marriott Vacations Worldwide,” “MVW” or “the Company,” which includes our consolidated subsidiaries except where the context of the reference is to a single corporate entity, or (ii) “MVWC,” which shall refer only to Marriott Vacations Worldwide Corporation, without its consolidated subsidiaries). In order to make this report easier to read, we refer throughout to (i) our Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Statements of Income as our “Income Statements,” (iii) our Consolidated Balance Sheets as our “Balance Sheets,” and (iv) our 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 Consolidated Financial Statements, unless otherwise noted. We also refer to Marriott International, Inc. as “Marriott International” and Marriott International’s Marriott Bonvoy customer loyalty program as “Marriott Bonvoy.” We use certain other terms that are defined within these Financial Statements. |
Principles of Consolidation and Basis of Presentation | The 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 (“VIEs”) for which Marriott Vacations Worldwide is the primary beneficiary in accordance with consolidation accounting guidance. References in these Financial Statements to net income attributable to common shareholders and MVW shareholders’ equity do not include noncontrolling interests, which represent the outside ownership of our consolidated non-wholly owned entities and are reported separately. Intercompany accounts and transactions between consolidated entities have been eliminated in consolidation. These Financial Statements reflect our financial position, results of operations and cash flows as prepared in conformity with United States Generally Accepted Accounting Principles (“GAAP”). 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, allocations of the purchase price paid in business combinations, cost of vacation ownership products, inventory valuation, goodwill and intangibles valuation, property and equipment valuation, accounting for acquired vacation ownership notes receivable, vacation ownership notes receivable reserves, income taxes and loss contingencies. Accordingly, actual amounts may differ from these estimated amounts. Unless otherwise specified, each reference to a particular year in these Financial Statements means the fiscal year ended on the date shown in the following table, rather than the corresponding calendar year. Beginning with our 2017 fiscal year, we changed our financial reporting cycle to a calendar year-end and end-of-month quarterly reporting cycle. Fiscal Year Fiscal Year-End Date Number of Days 2019 December 31, 2019 365 2018 December 31, 2018 365 2017 December 31, 2017 366 |
Revenue Recognition | Revenue Recognition We account for revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, “ Revenue from Contracts with Customers ” (“ASC 606”). Sale of Vacation Ownership Products We market and sell vacation ownership products in our Vacation Ownership segment. Vacation ownership products include deeded vacation ownership products, deeded beneficial interests, rights to use real estate and other interests in trusts that solely hold real estate (collectively “vacation ownership products” or “VOIs”). Vacation ownership products may be sold for cash or we may provide financing. In connection with the sale of vacation ownership products, we provide sales incentives to certain purchasers and, in certain cases, membership in a brand affiliated club. Non-cash incentives typically include Marriott Bonvoy points, Hyatt’s customer loyalty program points (“World of Hyatt” points), or an alternative sales incentive that we refer to as “plus points.” Plus points are redeemable for stays at our resorts or for use in an exclusive selection of travel packages provided by affiliate tour operators (the “Explorer Collection”), generally up to two years from the date of issuance. Typically, sales incentives are only awarded if the sale is closed. Upon execution of a legal sales agreement, we typically receive an upfront deposit from our customer with the remainder of the purchase price for the vacation ownership product to either be collected at closing (“cash contract”) or financed by the customer through our financing programs (“financed contract”). Refer to “ Financing Revenues ” below for further information regarding financing terms. Customer deposits received for contracts are recorded as Advance deposits on our Balance Sheets until the point in time at which control of the vacation ownership product has transferred to the customer. Our assessment of collectibility of the transaction price for sales of vacation ownership products is aligned with our credit granting policies for financed contracts. In determining the consideration to which we expect to be entitled for financed contracts, we include estimated variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on the customer class and the results of our static pool analyses, which rely on historical payment data by customer class as described in “ Loan Loss Reserves ” below. Variable consideration which has not been included within the transaction price is presented as a reserve on vacation ownership notes receivable. Revisions to estimates of variable consideration from the sale of vacation ownership products impact the reserve on vacation ownership notes receivable and can increase or decrease revenue. Revenues were reduced during 2019 by $13 million due to changes in our estimate of variable consideration for performance obligations that were satisfied in prior periods. In addition, we account for cash incentives provided to customers as a reduction of the transaction price. Refer to “ Arrangements with Multiple Performance Obligations ” below for a description of our methods of allocating transaction price to each performance obligation. We evaluated our business practices, and the underlying risks and rewards associated with vacation ownership products and the respective timing that such risks and rewards are transferred to the customer in determining the point in time at which control of the vacation ownership product is transferred to the customer. Based upon the different terms of the contracts with the customer and business practices, we transfer control of the vacation ownership product at different times for Legacy-MVW and Legacy-ILG. We recognize revenue on the sale of Legacy-MVW vacation ownership products at closing. We recognize revenue on the sale of Legacy-ILG vacation ownership products upon expiration of the rescission period. Revenue for non-cash incentives, such as plus points, is recorded as Deferred revenue on our Balance Sheets at closing and is recognized as rental revenue upon transfer of control to the customer, which typically occurs upon delivery of the incentive, or at the point in time when the incentive is redeemed. For non-cash incentives provided by third parties (i.e. Marriott Bonvoy points, World of Hyatt points or third-party Explorer Collection offerings), we evaluated whether we control the underlying good or service prior to delivery to the customer. We concluded that we are an agent for those non-cash incentives which we do not control prior to delivery and as such record the related revenue net of the related cost upon recognition. Management and Exchange Revenues and Cost Reimbursements Revenues Ancillary Revenues Ancillary revenues consist of goods and services that are sold or provided by us at food and beverage outlets, golf courses and other retail and service outlets located at our resorts. Payments for such goods and services are generally received at the point of sale in the form of cash or credit card charges. For goods and services sold, we evaluate whether we control the underlying goods or services prior to delivery to the customer. For transactions where we do not control the goods or services prior to delivery, the related revenue is recorded net of the related cost upon recognition. We recognize ancillary revenue at the point in time when goods have been provided and/or services have been rendered. Management Fee Revenues and Cost Reimbursements Revenues We provide day-to-day-management services, including housekeeping services, operation of reservation systems, maintenance and certain accounting and administrative services for property owners’ associations, condominium owners and hotels. We generate revenue from fees we earn for managing vacation ownership resorts, clubs, owners’ associations, condominiums and hotels. In our Vacation Ownership segment, these fees are earned regardless of usage or occupancy and are typically based on either a percentage of the budgeted costs to operate the resorts or a fixed fee arrangement (“VO management fee revenues”). In our Exchange & Third-Party Management segment, we earn base management fees which are typically either (i) fixed amounts, (ii) amounts based on a percentage of adjusted gross lodging revenue, or (iii) various revenue sharing agreements based on stated formulas (“Base management fee revenues”) and incentive management fees, which are generally a percentage of either operating profits or improvement in operating profits (“Incentive management fees”). In addition, we receive reimbursement of costs incurred on behalf of our customers, which consist of actual expenses with no added margin (“cost reimbursements”). Vacation Ownership segment cost reimbursements revenues exclude amounts that we have paid to the property owners’ associations related to maintenance fees for unsold vacation ownership products, as we have concluded that such payments are consideration payable to a customer. Management fees are collected over time or upfront depending upon the specific management contract. Cost reimbursements are received over time and considered variable consideration. We have determined that a significant financing component does not exist as a substantial amount of the consideration promised by the customer is paid when the associated variable consideration is determined. We evaluated the nature of the management services provided and concluded that the management services constitute a series of distinct services to be accounted for as a single performance obligation transferred over time. We use an input method, the number of days that management services are provided, to recognize VO management fee revenues and Base management fee revenues, which is consistent with the pattern of transfer to the customers who receive and consume the benefits as services are provided each day. We recognize Incentive management fees as earned throughout the incentive period based on actual results, which is subject to estimation of the transaction price. Any consideration we receive in advance of services being rendered is recorded as Deferred revenue on our Balance Sheets and is recognized ratably across the service period to which it relates. We recognize variable consideration for Cost reimbursements revenues when the reimbursable costs are incurred. Other Services Revenues Other services revenues includes revenues from membership fees, club dues and additional fees for services we provide to customers. Membership fees and club dues are received in advance of providing access to the exchange services, are recorded as Deferred revenue on our Balance Sheets and are earned regardless of whether exchange services are provided. Generally, Interval International memberships are cancelable and refundable on a pro-rata basis, with the exception of the Interval International network’s Platinum tier which is non-refundable. Transaction-based fees are typically collected at a point in time. We have determined that exchange services constitute a stand-ready obligation for us to provide unlimited access to exchange services over a defined period of time, when and if a customer (or customer of a customer) requests. We have determined that customers benefit from the stand-ready obligation evenly throughout the period in which the customer has access to exchange services and as such, recognize membership fees and club dues on a straight-line basis over the related period of time. Transaction-based fees are recognized as revenue at the point in time at which the relevant goods or services are transferred to the customer. For transaction-based fees, we evaluate whether we control the underlying goods or services prior to delivery to the customer. Transaction-based fees from exchanges and other transactions in our Exchange & Third-Party Management segment are generally recognized when confirmation of the transaction is provided and services have been rendered. For transactions where we do not control the goods or services prior to delivery, the related revenue is recorded net of the related cost upon recognition. Financing Revenues We offer consumer financing as an option to qualifying customers purchasing vacation ownership products, which is collateralized by the underlying vacation ownership products. We recognize interest income on an accrual basis. The contractual terms of the financing agreements require that the contractual level of annual principal payments be sufficient to amortize the loan over a customary period for the vacation ownership product being financed, which is generally ten years. Generally, payments commence under the financing contracts 30 to 60 days after closing. We record the difference between the vacation ownership note receivable and the variable consideration included in the transaction price for the sale of the related vacation ownership product as a reserve on our vacation ownership notes receivable. We earn interest income from the financing arrangements on the principal balance outstanding over the life of the arrangement and record that interest income in Financing revenues on our Income Statements. In addition, we recognize interest income related to our acquired vacation ownership notes receivable using the level yield method. See Footnote 6 “ Vacation Ownership Notes Receivable ” for additional information related to the accounting for our acquired vacation ownership notes receivable. Financing revenues include transaction-based fees we charge to owners and other third parties for services. We recognize fee revenues when services have been rendered. Rental Revenues In our Vacation Ownership segment, we generate revenue from rentals of inventory that we hold for sale as interests in our vacation ownership programs, inventory that we control because our owners have elected alternative usage options permitted under our vacation ownership programs and rentals of owned-hotel properties. In our Exchange & Third-Party Management segment, we offer vacation rental opportunities for managed properties and to members of the Interval International network and certain other membership programs from seasonal oversupply or underutilized space, as well as sourced resort accommodations. We receive payments for rentals primarily through credit card charges. We generally recognize rental revenues when occupancy has occurred, which is consistent with the period in which the customer benefits from such service. For certain rental revenues associated with our Exchange & Third-Party Management segment, revenue is recognized when confirmation of the transaction is provided as we concluded we are an agent for these transactions. We recognize rental revenue from the utilization of plus points issued in connection with the sale of vacation ownership products as described in “ Sale of Vacation Ownership Products ” above. We also generate revenues from vacation packages sold to our customers. The packages have an expiration period of six to twenty-four months, and payments for such packages are non-refundable and generally paid by the customer in advance. Payments received in advance are recorded as Advance deposits on our Balance Sheets, until the revenue is recognized, when occupancy has occurred. For rental revenues associated with vacation ownership products which we own and which are registered and held for sale, to the extent that the proceeds are less than costs, revenues are reported net in accordance with ASC Topic 978, “ Real Estate – Time-Sharing Activities .” Arrangements with Multiple Performance Obligations Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. In cases where the standalone selling price is not readily available, we generally determine the standalone selling prices utilizing the adjusted market approach, using prices from similar contracts, our historical pricing on similar contracts, our internal marketing and selling data and other internal and external inputs we deem to be appropriate. Significant judgment is required in determining the standalone selling price under the adjusted market approach. Receivables, Contract Assets & Contract Liabilities As discussed above, the payment terms and conditions in our customer contracts vary. In some cases, customers prepay for their goods and services; in other cases, after appropriate credit evaluations, payment is due in arrears. When the timing of our delivery of goods and services is different from the timing of the payments made by customers, we recognize either a contract asset (performance precedes contractual due date) or a contract liability (customer payment precedes performance or when we have a right to consideration that is unconditional before the transfer of goods or services to a customer). Receivables are recorded when the right to consideration becomes unconditional. Contract liabilities are recognized as revenue as (or when) we perform under the contract. See Footnote 4 “ Revenue ” for additional information related to our receivables, contract assets and contract liabilities. |
Costs Incurred to Sell Vacation Ownership Products | Costs Incurred to Sell Vacation Ownership Products We charge marketing and sales costs we incur to sell vacation ownership products to expense when incurred. |
Earnings Per Common Share | Earnings Per Share Attributable to Common Shareholders Basic earnings per share attributable to common shareholders is calculated by dividing the earnings available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share attributable to common shareholders 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 share attributable to common shareholders by application of the treasury stock method. |
Business Combinations | Business Combinations We allocate the purchase price of an acquisition to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. We recognize as goodwill the amount by which the purchase price of an acquired entity exceeds the net of the fair values assigned to the assets acquired and liabilities assumed. In determining the fair values of assets acquired and liabilities assumed, we use various recognized valuation methods including the income, cost and market approaches. Further, we make assumptions within certain valuation techniques, including discount rates, royalty rates, and the amount and timing of future cash flows. We record the net assets and results of operations of an acquired entity in our Financial Statements from the acquisition date. We initially perform these valuations based upon preliminary estimates and assumptions by management or independent valuation specialists under our supervision, where appropriate, and make revisions as estimates and assumptions are finalized. We expense acquisition-related costs as we incur them. See Footnote 3 “ Acquisitions and Dispositions ” for additional information. As part of our accounting for business combinations we are required to determine the useful lives of identifiable intangible assets recognized separately from goodwill. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to the future cash flows of the acquired business. An intangible asset with a finite useful life shall be amortized; an intangible asset with an indefinite useful life shall not be amortized. We base the estimate of the useful life of an intangible asset on an analysis of all pertinent factors, in particular, all of the following factors with no one factor being more presumptive than the other: • The expected use of the asset. • The expected useful life of another asset or a group of assets to which the useful life of the intangible asset may relate. • Any legal, regulatory, or contractual provisions that may limit the useful life. • Our own historical experience in renewing or extending similar arrangements, consistent with our intended use of the asset, regardless of whether those arrangements have explicit renewal or extension provisions. • The effects of obsolescence, demand, competition, and other economic factors. • The level of maintenance expenditures required to obtain the expected future cash flows from the asset. If no legal, regulatory, contractual, competitive, economic, or other factors limit the useful life of an intangible asset to the reporting entity, the useful life of the asset shall be considered to be indefinite. The term indefinite does not mean the same as infinite or indeterminate. The useful life of an intangible asset is indefinite if that life extends beyond the foreseeable horizon; that is, there is no foreseeable limit on the period of time over which it is expected to contribute to the cash flows of the acquired business. Although we believe the assumptions and estimates we have made have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired entity and are inherently uncertain. Examples of critical estimates in accounting for acquisitions include but are not limited to future expected cash flows from sales of products and services and related contracts and agreements and discount and long-term growth rates. Unanticipated events and circumstances may occur which could affect the accuracy or validity of our assumptions, estimates or actual results. Additionally, when acquiring a company who has recorded deferred revenue in its historical, pre-acquisition financial statements, we are required as part of purchase accounting to re-measure the deferred revenue as of the acquisition date. Deferred revenue is re-measured to represent solely the cost that relates to the associated legal performance obligation which we assumed as part of the acquisition, plus a normal profit margin representing the level of effort or risk assumed. Legal performance obligations that simply relate to the passage of time would not result in recognized deferred revenue as there is little to no associated cost. This purchase accounting treatment typically results in lower amounts of revenue recognized in a reporting period following the acquisition than would have otherwise been recognized on a historical basis. |
Variable Interest Entities | Variable Interest Entities We consolidate entities under our control, including VIEs where we are deemed to be the primary beneficiary. In accordance with the applicable accounting guidance for the consolidation of VIEs, we analyze our variable interests, including loans, guarantees and equity investments, to determine if an entity in which we have a variable interest is a VIE. Our analysis includes both quantitative and qualitative reviews. We base our quantitative analysis on the forecasted cash flows of the entity, and our qualitative analysis on our review of the design of the entity, its organizational structure including decision-making ability, and relevant financial agreements. We also use our qualitative analyses to determine if we must consolidate a VIE because we are its primary beneficiary. |
Fair Value Measurements | Fair Value Measurements We have few financial instruments that we must measure at fair value on a recurring basis. See Footnote 7 “ Financial Instruments ” for further information. We also apply the provisions of fair value measurement to various non-recurring measurements for our financial and non-financial assets and liabilities. The applicable accounting standards define fair value as the price that would be received upon selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). We measure fair value of our assets and liabilities using inputs from the following three levels of the fair value hierarchy: • Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date. • Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). • Level 3 includes unobservable inputs that reflect our assumptions about what factors market participants would use in pricing the asset or liability. We develop these inputs based on the best information available, including our own data. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with an initial purchase maturity of three months or less at the date of purchase to be cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash primarily consists of cash restricted for use by consolidated property owners’ associations which is designated for resort operations and other specific uses, such as reserves, cash held in a reserve account related to vacation ownership notes receivable securitizations, cash collected for maintenance fees to be remitted to property owners’ associations, and deposits received and held in escrow, primarily associated with the sale of vacation ownership products. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at amounts due from customers, principally resort developers, members and managed properties, net of an allowance for doubtful accounts. Accounts receivable outstanding longer than the contractual payment terms are considered past due. We determine our allowance for accounts receivables by considering a number of factors, including the length of time accounts receivable are past due, previous loss history, our judgment as to the specific customer’s current ability to pay its obligation and the condition of the general economy. Our policy for determining our allowance for doubtful accounts consists of both general and specific reserves. The general reserve methodology is distinct for each business based on its historical collection experience and past practice. Predominantly, receivables greater than 120 days past due are applied a general reserve factor, while receivables 180 |
Vacation Ownership Notes Receivable Reserve | Originated Vacation Ownership Notes Receivable Reserve We record the difference between the vacation ownership note receivable and the variable consideration included in the transaction price for the sale of the related vacation ownership product as a reserve on our originated vacation ownership notes receivable. See “Financing Revenues” above for further information. Legacy-MVW 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 and fully reserve such amounts. 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 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 Legacy-MVW non-securitized and securitized vacation ownership notes receivable, we estimated average remaining default rates of 7.04 percent and 7.01 percent as of December 31, 2019 and December 31, 2018 , respectively. A 0.5 percent age point increase in the estimated default rate would have resulted in an increase in the related vacation ownership notes receivable reserve of $8 million and $7 million as of December 31, 2019 and December 31, 2018 , respectively. For additional information on our Legacy-MVW vacation ownership notes receivable, including information on the related reserves, see Footnote 6 “ Vacation Ownership Notes Receivable .” Legacy-ILG Vacation Ownership Notes Receivable On an ongoing basis, we monitor the credit quality of our Legacy-ILG vacation ownership notes receivable portfolio based on payment activity as follows: • Current — The vacation ownership note receivable is in good standing as payments and reporting are current per the terms contractually stipulated in the agreement. • Delinquent — We consider a vacation ownership note receivable to be delinquent based on the contractual terms of each individual financing agreement. • Non-performing — Our vacation ownership notes receivable are generally considered non-performing if interest or principal is more than 30 days past due. All non-performing vacation ownership notes receivable are placed on non-accrual status when they are over 90 days past due. We resume accruing interest when vacation ownership notes receivable are less than 90 days past due. We apply payments we receive for vacation ownership notes receivable on non-performing status first to interest, then to principal, and any remainder to fees. We consider vacation ownership notes receivable to be in default upon reaching 120 days outstanding. We use the origination of the vacation ownership notes receivable by brand (Westin, Sheraton, Hyatt) and the FICO scores of the customer as the primary credit quality indicators for our Legacy-ILG vacation ownership notes receivable, as historical performance indicates that there is a relationship between the default behavior of borrowers and the brand associated with the vacation ownership property they have acquired, supplemented by the FICO scores of the customers. At December 31, 2019 and December 31, 2018 , the weighted average FICO score within our consolidated Legacy-ILG vacation ownership notes receivable pools was 712 and 710 , respectively, based upon the outstanding vacation ownership notes receivable balance at time of origination. The average estimated rate for all future defaults for our Legacy-ILG consolidated outstanding pool of vacation ownership notes receivable as of December 31, 2019 and December 31, 2018 was 12.65 percent and 12.37 percent , respectively. A 0.5 percent age point increase in the estimated default rate on the Legacy-ILG originated vacation ownership notes receivable would have resulted in an increase in the related vacation ownership notes receivable reserve of $2 million and $1 million as of December 31, 2019 and December 31, 2018 , respectively. For additional information on our Legacy-ILG vacation ownership notes receivable, including information on the related reserves, see Footnote 6 “ Vacation Ownership Notes Receivable .” |
Inventory | Inventory Our inventory consists primarily of completed vacation ownership products and vacation ownership products under construction. We carry our inventory at the lower of (1) cost, including costs of improvements and amenities incurred subsequent to acquisition, capitalized interest and real estate taxes plus other costs incurred during construction, or (2) estimated fair value, less costs to sell, which can result in impairment charges and/or recoveries of previous impairments. We account for vacation ownership inventory and cost of vacation ownership products in accordance with the authoritative guidance for accounting for real estate time-sharing transactions, which defines a specific application of the relative sales value method for reducing vacation ownership inventory and recording cost of sales as described in our policy for revenue recognition for vacation ownership products. Also, pursuant to the guidance for accounting for real estate time-sharing transactions, we do not reduce inventory for cost of vacation ownership products related to variable consideration which has not been included within the transaction price (accordingly, no adjustment is made when inventory is reacquired upon default of the related receivable). These standards provide for changes in estimates within the relative sales value calculations to be accounted for as real estate inventory true-ups, which we refer to as product cost true-up activity, and are recorded in Cost of vacation ownership product expenses on the Income Statements to retrospectively adjust the margin previously recorded subject to those estimates. For 2019 , 2018 and 2017 , product cost true-up activity relating to vacation ownership products increased carrying values of inventory by $8 million , $6 million and less than $1 million , respectively. |
Property and Equipment | Property and Equipment Property and equipment includes our sales centers, golf courses, information technology, including internally developed capitalized software, and other assets used in the normal course of business, as well as land held for future vacation ownership product development and undeveloped, and partially developed land parcels that are not part of an approved development plan and do not meet the criteria to be classified as held for sale. In addition, fully developed vacation ownership interests are classified as property and equipment until they are registered for sale. We record property and equipment at cost, including interest and real estate taxes incurred during active development. We capitalize the cost of improvements that extend the useful life of property and equipment when incurred. We expense all repair and maintenance costs as incurred. We compute depreciation using the straight-line method over the estimated useful lives of the assets ( three to forty years ), and we amortize leasehold improvements over the shorter of the asset life or lease term. We also capitalize certain qualified costs incurred in connection with the development of internal use software. Capitalization of internal use software costs begins when the preliminary project stage is completed, management with the relevant authority authorizes and commits to the funding of the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. |
Leases | Leases We account for leases in accordance with ASC 842, as defined herein, which we adopted on January 1, 2019, using the modified retrospective method. See “New Accounting Standards” below for further discussion of the adoption. Operating leases include lease arrangements for various land, corporate facilities, real estate and equipment. We also have a long-term land lease for land underlying an operating hotel. Corporate facilities leases are for office space, including our corporate headquarters in Orlando, Florida. Other operating leases are primarily for office, off-site sales centers and retail space, as well as various equipment supporting our operations, with varying terms and renewal option periods. Finance leases include lease arrangements for ancillary and operations space for which we have the commitment to purchase the associated operating property, including that leased space. See Footnote 11 “ Contingencies and Commitments ” for additional information. In addition, we also lease various equipment supporting our operations and classify these leases as finance leases in accordance with ASC 842. The depreciable life of these assets is limited to the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. |
Impairment of Long-Lived Assets and Other Intangible Assets | Impairment of Long-Lived Assets and Other Intangible Assets We assess long-lived assets, including property and equipment, leases, and definite-lived intangible assets, for recoverability when changes in circumstances indicate the carrying value may not be recoverable, for example, when there are material adverse changes in projected revenues or expenses, significant underperformance relative to historical or projected operating results, or significant negative industry or economic trends. We evaluate recoverability of an asset group by comparing its carrying value to the future net undiscounted cash flows that we expect will be generated by the asset group. If the comparison indicates that the carrying value of an asset group is not recoverable, we recognize an impairment loss for the excess of carrying value over the estimated fair value. When we recognize an impairment loss for assets to be held and used, we depreciate the adjusted carrying amount of those assets over their remaining useful life. |
Goodwill | Goodwill We perform an annual review for the potential impairment of the carrying value of goodwill, or more frequently if events or circumstances indicate a possible impairment. For purposes of evaluating goodwill for impairment, we have two reporting units, which are also our reportable operating segments. In evaluating goodwill for impairment, we may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If we bypass the qualitative assessment, or if we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then we perform a quantitative impairment test by comparing the fair value of a reporting unit with its carrying amount. Qualitative factors that we consider include, for example, macroeconomic and industry conditions, overall financial performance, and other relevant entity-specific events. If the qualitative assessment is not conclusive, then a quantitative impairment analysis for goodwill is performed at the reporting unit level. We may also choose to perform this quantitative impairment analysis instead of the qualitative analysis. The quantitative impairment analysis compares the fair value of the reporting unit, determined using the income and/or market approach, to its recorded amount. If the recorded amount exceeds the fair value, then a goodwill impairment charge is recorded for the difference up to the recorded amount of goodwill. |
Convertible Senior Notes | Convertible Senior Notes In accounting for the 1.50% Convertible Senior Notes due 2022 (the “Convertible Notes”), we bifurcated the liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the Convertible Notes. The excess of the principal amount of the liability over its carrying amount is amortized to interest expense over the term of the Convertible Notes using the effective interest method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the issuance costs related to the Convertible Notes, we allocated the total amount incurred to the liability and equity components based on their relative values. Issuance costs attributable to the liability component are 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 additional paid-in capital within shareholders’ equity. See Footnote 14 “ Debt ” for more information. |
Derivative Instruments | Derivative Instruments We record derivatives at fair value. The designation of a derivative instrument as a hedge and its ability to meet the hedge accounting criteria determine how we reflect the change in fair value of the derivative instrument in our Financial Statements. A derivative qualifies for hedge accounting if we expect it to be highly effective in offsetting the underlying hedged exposure and we fulfill the hedge documentation requirements. We may designate a hedge as a cash flow hedge, fair value hedge, or a net investment in non-U.S. operations hedge based on the exposure we are hedging. If a qualifying hedge is deemed effective, we record changes in fair value in other comprehensive income. We assess the effectiveness of our hedging instruments quarterly, recognize current period hedge ineffectiveness immediately in earnings, and discontinue hedge accounting for any hedge that we no longer consider to be highly effective. We recognize changes in fair value for derivatives not designated as hedges or those not qualifying for hedge accounting in current period earnings. We are exposed to market risk from changes in interest rates, currency exchange rates and debt prices. We manage our exposure to these risks by monitoring available financing alternatives, through pricing policies that may take into account currency exchange rates, and by entering into derivative arrangements. As a matter of policy, we only enter into transactions that we believe will be highly effective at offsetting the underlying risk, and we do not use derivatives for trading or speculative purposes. |
Loss Contingencies | Loss Contingencies We are subject to various legal proceedings and claims in the normal course of business, the outcomes of which are subject to significant uncertainty. We record an accrual for loss contingencies when we determine that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In making such determinations we evaluate, among other things, the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, our ability to make a reasonable estimate of the loss. We review these accruals each reporting period and make revisions based on changes in facts and circumstances. |
Defined Contribution Plan | Defined Contribution Plan We administer and maintain a defined contribution plan for the benefit of all employees meeting certain eligibility requirements who elect to participate in the plan. Contributions are determined based on a specified percentage of salary deferrals by participating employees. We recognized compensation expense (net of cost reimbursements from property owners’ associations) for our participating employees totaling $19 million in 2019 , $11 million in 2018 and $10 million in 2017 . |
Deferred Compensation Plan | Deferred Compensation Plan Certain members of our senior management have the opportunity to participate in the Marriott Vacations Worldwide Deferred Compensation Plan (the “Deferred Compensation Plan”), which we maintain and administer. Under both the Deferred Compensation Plan and the Marriott International EDC (as defined below) participating employees are able to defer payment and income taxation of a portion of their salary and bonus. It also provides participants with the opportunity for long-term capital appreciation by crediting their accounts with notional earnings. Prior to the spin-off of MVW from Marriott International (the “Marriott Spin-Off”), certain members of our senior management had the opportunity to participate in the Marriott International, Inc. Executive Deferred Compensation Plan (the “Marriott International EDC”), which Marriott International maintains and administers. Subsequent to the Marriott Spin-Off, we remain liable to reimburse Marriott International for distributions to participants that were employees of Marriott Vacations Worldwide at the time of the Marriott Spin-Off including earnings thereon. 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. For both 2019 and 2018 , participants were able to select a rate of return based on market-based investment alternatives for up to 100 percent of their contributions and existing balances, with one of those options being a fixed rate of return of 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 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 December 31, 2019 , the value of the assets held in the rabbi trust was $39 million , which is included in the Other line within assets on our Balance Sheets. |
Share-Based Compensation Costs | Share-Based Compensation Costs We established the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan (the “MVW Stock Plan”) in order to compensate our employees and directors by granting them equity awards such as restricted stock units (“RSUs”), stock appreciation rights (“SARs”) and stock options. We follow the provisions of ASC Topic 718, “ Compensation—Stock Compensation, ” which requires that a company measure the expense of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Generally, share-based awards granted to our employees, other than RSUs with performance vesting conditions, vest ratably over a four -year period. For share-based awards with service-only vesting conditions, we record compensation expense on a straight-line basis over the requisite service period. For RSUs with performance vesting conditions, the number of RSUs earned, if any, is determined following the end of a three -year performance period based upon the cumulative achievement over that period of specific quantitative operating financial measures and we recognize compensation expense once it is probable that the corresponding performance condition will be achieved. SARs awarded under the Stock Plan are granted at exercise prices or strike prices equal to the market price of our common stock on the date of grant (this price is referred to as the “base value”). SARs generally expire ten years after the date of grant and both vest and become exercisable in cumulative installments of one quarter of the grant at the end of each of the first four years following the date of grant. Upon exercise of SARs, our employees and non-employee directors receive a number of shares of our common stock equal to the number of SARs being exercised, multiplied by the quotient of (a) the market price of the common stock on the date of exercise (this price is referred to as the “final value”) minus the base value, divided by (b) the final value. We recognize the expense associated with these awards on our Income Statements based on the fair value of the awards as of the date that the share-based awards are granted and adjust that expense to the estimated number of awards that we expect will vest or be earned. The fair value of RSUs represents the number of awards granted multiplied by the average of the high and low market price of our common stock on the date the awards are granted reduced by the present value of the dividends expected to be paid on the shares during the vesting period, discounted at a risk-free interest rate. We generally determine the fair value of SARs using the Black-Scholes option valuation model which incorporates assumptions about expected volatility, risk free interest rate, dividend yield and expected term. We will issue shares from authorized shares upon the exercise of SARs or stock options held by our employees and directors. For share-based awards granted to non-employee directors, we recognize compensation expense on the grant date based on the fair value of the awards as of that date. See Footnote 16 “ Share-Based Compensation ” for more information, including information on the Legacy-ILG stock and incentive plan that was assumed as part of the ILG Acquisition. Also, see Footnote 16 “ Share-Based Compensation ” for information on the ILG share-based awards converted into MVW share-based awards as part of the ILG Acquisition, which are accounted for in the same manner as awards issued under the MVW Stock Plan as discussed above. |
Non-U.S. Operations | Non-U.S. Operations The U.S. dollar is the functional currency of our consolidated entities operating in the United States. The functional currency for our consolidated entities operating outside of the United States is generally the currency of the economic environment in which the entity primarily generates and expends cash. For consolidated entities whose functional currency is not the U.S. dollar, we translate their financial statements into U.S. dollars. We translate assets and liabilities at the exchange rate in effect as of the financial statement date and translate Income Statement accounts using the weighted average exchange rate for the period. We include translation adjustments from currency exchange and the effect of exchange rate changes on intercompany transactions of a long-term investment nature as a separate component of equity. We report gains and losses from currency exchange rate changes related to intercompany receivables and payables that are not of a long-term investment nature, as well as gains and losses from non-U.S. currency transactions, currently in operating costs and expenses. |
Income Taxes | Income Taxes We file income tax returns, including with respect to our subsidiaries, in various jurisdictions around the world. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Changes in existing tax laws and rates, their related interpretations, and the uncertainty generated by the current economic environment may affect the amounts of deferred tax liabilities or the valuations of deferred tax assets over time. Our accounting for deferred tax consequences represents management’s best estimate of future events that can be appropriately reflected in the accounting estimates. We record a valuation allowance on deferred taxes if we determine it is more likely than not that we will not fully realize the future benefit of deferred tax assets. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In the event we determine that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which impacts the provision for income taxes. We file tax returns after the close of our fiscal year end and adjust our estimated tax receivable or liability to the actual tax receivable or due per the filed tax returns. Historically, we have not experienced significant differences between our estimates of provision for income tax and actual amounts incurred. For purposes of Global Intangible Low-Taxed Income (“GILTI”), we have elected to use the period cost method and therefore have not recorded deferred taxes for basis differences expected to reverse in future periods. For tax positions we have taken, or expect to take, in a tax return we apply a more likely than not threshold, under which we must conclude a tax position is more likely than not to be sustained, assuming that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information, in order to continue to recognize the benefit. In determining our provision for income taxes, we use judgment, reflecting our estimates and assumptions, in applying the more likely than not threshold. Based on our evaluations of tax positions, we believe that potential tax exposures have been recorded appropriately. Additionally, we recognize accrued interest and penalties related to our unrecognized tax benefits as a component of tax expense. For information about income taxes, deferred tax assets and liabilities, and uncertain tax benefits, see Footnote 5 “ Income Taxes .” |
New Accounting Standards | New Accounting Standards Accounting Standards Update 2017-12 – “ Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ” (“ASU 2017-12”) In the first quarter of 2019, we adopted Accounting Standards Update (“ASU”) 2017-12, which 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. Our adoption of ASU 2017-12 did not have a material impact on our Financial Statements or disclosures. Accounting Standards Update 2016-02 – “ Leases (Topic 842) ” (“ASU 2016-02”) In the first quarter of 2019, we adopted ASU 2016-02, as amended, using the modified retrospective method. Accordingly, previously reported financial information has not been restated to reflect the application of the new standard to comparative periods presented. As permitted by the amended guidance, we elected to adopt the package of practical expedients and therefore, we did not reassess: (i) whether any existing or expired contracts are or contain leases under the new definition; (ii) the lease classification of any such leases; or (iii) the initial direct costs of any such leases. We did not utilize the practical expedient which allows the use of hindsight by lessees and lessors in determining the lease term and in assessing impairment of their right-of-use assets. Additionally, with respect to our real estate leases, we elected an accounting policy by class of underlying asset to combine lease and non-lease components. We also elected to apply an exemption for short-term leases whereby leases with an initial term of a year or less are not recorded on the balance sheet. For existing leases that commenced prior to the adoption of ASC 842, we made an accounting policy election to use our incremental borrowing rate, considering the remaining lease term and remaining minimum rental payments during transition, in establishing our lease liabilities. ASU 2016-12 requires a lessee to recognize most leases on its balance sheet by recording a lease liability and a right-of-use asset as of the lease commencement date. ASU 2016-02 also requires leases to be classified as either finance or operating, with classification affecting how leases are measured and presented in the income statement and statement of cash flows. Upon adoption of ASU 2016-02, we recognized a lease obligation of $165 million and a right-of-use asset of $155 million , as well as, a cumulative-effect adjustment of $8 million to the opening balance of retained earnings for our operating and finance leases, primarily related to leases of real estate and other assets. The adoption of ASU 2016-02 did not have a material effect on our Income Statement or Cash Flows for the twelve months ended December 31, 2019 . Accounting Standards Update 2017-04 – “ Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ” (“ASU 2017-04”) We adopted ASU 2017-04 during the fourth quarter of 2019, prior to our annual impairment testing. ASU 2017-04 requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and to recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The adoption of ASU 2017-04 did not have a material effect on our financial statements or disclosures. |
Future Adoption of Accounting Standards | Future Adoption of Accounting Standards Accounting Standards Update 2016-13 – “ Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments ” (“ASU 2016-13”) In June 2016, the Financial Accounting Standards Board (“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. We continue to evaluate the impact that adoption of this update in the 2020 first quarter will have on our financial statements or disclosures. Accounting Standards Update 2019-12 – “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”) In December 2019, the FASB issued ASU 2019-12, which amends and simplifies existing guidance in an effort to reduce the complexity of accounting for income taxes while maintaining or enhancing the helpfulness of information provided to financial statement users. This update is effective for fiscal years beginning after December 15, 2020, including interim periods therein, with early adoption permitted. We expect to adopt ASU 2019-12 commencing in fiscal year 2021 and continue to evaluate the impact that adoption of this update will have on our financial statements and disclosures. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Each Reference to Particular Year in These Financial Statements Means Fiscal Year Ended on Date Shown | Unless otherwise specified, each reference to a particular year in these Financial Statements means the fiscal year ended on the date shown in the following table, rather than the corresponding calendar year. Beginning with our 2017 fiscal year, we changed our financial reporting cycle to a calendar year-end and end-of-month quarterly reporting cycle. Fiscal Year Fiscal Year-End Date Number of Days 2019 December 31, 2019 365 2018 December 31, 2018 365 2017 December 31, 2017 366 |
ACQUISITIONS AND DISPOSITIONS (
ACQUISITIONS AND DISPOSITIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Consideration Transferred | The following table presents the fair value of each class of consideration transferred in the ILG Acquisition, as finalized at September 30, 2019. (in millions, except per share amounts) Equivalent shares of Marriott Vacations Worldwide common stock issued in exchange for ILG outstanding shares 20.5 Marriott Vacations Worldwide common stock price per share as of Acquisition Date $ 119.00 Fair value of Marriott Vacations Worldwide common stock issued in exchange for ILG outstanding shares 2,441 Cash consideration to ILG shareholders, net of cash acquired of $154 million 1,680 Fair value of ILG equity-based awards attributed to pre-combination service 64 Total consideration transferred, net of cash acquired 4,185 Noncontrolling interests 32 $ 4,217 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents the fair values of the assets that we acquired and the liabilities that we assumed on the Acquisition Date. ($ in millions) September 1, 2018 (as finalized) Vacation ownership notes receivable $ 753 Inventory 484 Property and equipment 382 Intangible assets 1,145 Other assets 707 Deferred revenue (291 ) Deferred taxes (138 ) Debt (392 ) Securitized debt from VIEs (718 ) Other liabilities (605 ) Net assets acquired 1,327 Goodwill (1) 2,890 $ 4,217 _________________________ (1) Goodwill is calculated as total consideration transferred, net of cash acquired, less identified net assets acquired and it represents the value that we expect to obtain from synergies and growth opportunities from our combined operations. |
Goodwill Acquired as Part of Business Combination | The following table details the carrying amount of our goodwill at December 31, 2019 and December 31, 2018 , and reflects goodwill attributed to the ILG Acquisition. ($ in millions) Vacation Ownership Segment Exchange & Third-Party Management Segment Total Consolidated Balance at December 31, 2018 $ 2,448 $ 380 $ 2,828 Measurement period adjustments (4 ) 66 62 Foreign exchange adjustments 1 1 2 Balance at December 31, 2019 $ 2,445 $ 447 $ 2,892 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The following table presents the fair values ILG’s identified intangible assets and their related estimated useful lives as of the Acquisition Date. ($ in millions) Estimated Fair Value Estimated Useful Life (in years) Member relationships $ 671 15 to 20 Management contracts 357 15 to 25 Management contracts (1) 35 indefinite Trade names and trademarks 82 indefinite $ 1,145 _________________________ (1) |
Business Acquisition, Pro Forma Information | Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the ILG Acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations. ($ in millions, except per share data) 2018 2017 Revenues $ 4,216 $ 3,926 Net income $ 210 $ 185 Net income attributable to common shareholders $ 211 $ 182 EARNINGS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS Basic $ 4.49 $ 3.83 Diluted $ 4.38 $ 3.74 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Sources of Revenue by Segment The following tables detail the sources of revenue by segment for each of the last three fiscal years. 2019 ($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total Sale of vacation ownership products $ 1,390 $ — $ — $ 1,390 Ancillary revenues 243 4 — 247 Management fee revenues 146 47 (13 ) 180 Other services revenues 120 247 160 527 Management and exchange 509 298 147 954 Rental 562 61 5 628 Cost reimbursements 1,137 91 (120 ) 1,108 Revenue from contracts with customers 3,598 450 32 4,080 Financing 271 4 — 275 Total Revenues $ 3,869 $ 454 $ 32 $ 4,355 2018 ($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total Sale of vacation ownership products $ 990 $ — $ — $ 990 Ancillary revenues 160 1 — 161 Management fee revenues 114 30 (4 ) 140 Other services revenues 85 78 35 198 Management and exchange 359 109 31 499 Rental 352 18 1 371 Cost reimbursements 920 33 (28 ) 925 Revenue from contracts with customers 2,621 160 4 2,785 Financing 182 1 — 183 Total Revenues $ 2,803 $ 161 $ 4 $ 2,968 2017 ($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total Sale of vacation ownership products $ 757 $ — $ — $ 757 Ancillary revenues 118 — — 118 Management fee revenues 89 — — 89 Other services revenues 72 — — 72 Management and exchange 279 — — 279 Rental 262 — — 262 Cost reimbursements 750 — — 750 Revenue from contracts with customers 2,048 — — 2,048 Financing 135 — — 135 Total Revenues $ 2,183 $ — $ — $ 2,183 |
Revenue, Remaining Performance Obligation | The following tables detail the timing of revenue from contracts with customers by segment for each of the last three fiscal years. 2019 ($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total Services transferred over time $ 1,964 $ 224 $ 32 $ 2,220 Goods or services transferred at a point in time 1,634 226 — 1,860 Revenue from contracts with customers $ 3,598 $ 450 $ 32 $ 4,080 2018 ($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total Services transferred over time $ 1,467 $ 95 $ 4 $ 1,566 Goods or services transferred at a point in time 1,154 65 — 1,219 Revenue from contracts with customers $ 2,621 $ 160 $ 4 $ 2,785 2017 ($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total Services transferred over time $ 1,149 $ — $ — $ 1,149 Goods or services transferred at a point in time 899 — — 899 Revenue from contracts with customers $ 2,048 $ — $ — $ 2,048 |
Contract with Customer, Asset and Liability | The following table shows the composition of our receivables and contract liabilities. We had no contract assets at either December 31, 2019 or December 31, 2018 . ($ in millions) At December 31, 2019 At December 31, 2018 Receivables Accounts receivable $ 164 $ 164 Vacation ownership notes receivable, net 2,233 2,039 $ 2,397 $ 2,203 Contract Liabilities Advance deposits $ 187 $ 171 Deferred revenue 433 383 $ 620 $ 554 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income (Loss) Before Provision for Income Taxes by Geographic Region | The following table presents the components of our earnings before income taxes for the last three fiscal years: ($ in millions) 2019 2018 2017 United States $ 190 $ 108 $ 232 Non-U.S. jurisdictions 35 (5 ) 8 $ 225 $ 103 $ 240 |
Provision for Income Taxes | Our (provision for) benefit from income taxes for the last three years consisted of: ($ in millions) 2019 2018 2017 Current – U.S. Federal $ (12 ) $ 17 $ (49 ) – U.S. State (29 ) (1 ) (7 ) – Non-U.S. (36 ) (10 ) (7 ) (77 ) 6 (63 ) Deferred – U.S. Federal (28 ) (46 ) 44 – U.S. State 17 (9 ) (1 ) – Non-U.S. 5 (2 ) 15 (6 ) (57 ) 58 $ (83 ) $ (51 ) $ (5 ) |
Reconciliation of US Statutory Income Tax Rate to Effective Tax Rate | Reconciliation of U.S. Federal Statutory Income Tax Rate to Actual Income Tax Rate The following table reconciles the U.S. statutory income tax rate to our effective income tax rate: 2019 2018 2017 U.S. statutory income tax rate 21.0% 21.0% 35.0% U.S. state income taxes, net of U.S. federal tax benefit 4.2 4.2 2.5 Share-based compensation, net of Section 162(m) limitation (1) 0.7 3.6 (2.5) Transaction costs (2) — 4.7 — Other permanent differences (3) 3.9 4.2 (0.6) Impact related to the Tax Cuts and Jobs Act of 2017 — 1.2 (27.1) Foreign tax rate changes — (0.1) (2.0) Non-U.S. income (loss) (4) 2.2 3.9 (2.6) Foreign tax credits (6.3) (1.4) (0.1) Unrecognized tax benefits 3.1 — — Change in valuation allowance (5) 7.0 8.6 — Other items 1.1 (0.1) (0.7) Effective rate 36.9% 49.8% 1.9% _________________________ (1) The 2018 increase is attributable to non-deductible executive compensation under provisions of the Tax Cuts and Jobs Act of 2017. (2) Attributed to non-deductible transaction costs incurred as a result of the ILG Acquisition. (3) Primarily due to non-deductible meal and entertainment expenses and new foreign tax provisions, under provisions of the Tax Cuts and Jobs Act of 2017. (4) Attributed to the difference between U.S. and foreign income tax rates and other foreign adjustments. (5) In 2019, primarily attributable to foreign tax credit carryforwards in the branch and treaty baskets and losses and future deductions in foreign jurisdictions for which a tax benefit has not been recognized through establishment of valuation allowances. In 2018, primarily attributable to losses and future deductions in foreign jurisdictions for which a tax benefit has not been recognized through establishment of valuation allowances. The 2017 impact is the net impact of foreign losses not resulting in a benefit due to the establishment of valuation allowances, partially offset by the release of a portion of previously established foreign valuation allowances. |
Deferred Tax Assets and Liabilities | The following table presents the significant components of our deferred tax assets and liabilities: ($ in millions) At Year-End 2019 At Year-End 2018 Deferred Tax Assets Inventory $ 111 $ 145 Reserves 74 84 Deferred revenue 12 22 Property and equipment 64 54 Net operating loss and capital loss carryforwards 61 59 Tax credits 37 24 Right-of-use asset 3 — Other, net 58 21 Deferred tax assets 420 409 Less valuation allowance (97 ) (106 ) Net deferred tax assets 323 303 Deferred Tax Liabilities Long lived intangible assets (234 ) (234 ) Deferred sales of vacation ownership interests (357 ) (377 ) Right-of-use liability (3 ) — Deferred tax liabilities (594 ) (611 ) Total net deferred tax liabilities $ (271 ) $ (308 ) |
Summary of Positions for which Significant Change in Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits (excluding interest and penalties) is as follows: ($ in millions) 2019 2018 Unrecognized tax benefit at beginning of year $ 2 $ 2 Increases related to tax positions taken during a prior period 18 — Increases related to tax positions taken during the current period 1 — Decreases related to settlements with taxing authorities — — Decreases as a result of a lapse of the applicable statute of limitations — — Unrecognized tax benefit at end of year $ 21 $ 2 |
VACATION OWNERSHIP NOTES RECE_2
VACATION OWNERSHIP NOTES RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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: December 31, 2019 December 31, 2018 ($ in millions) Originated Acquired (1) Total Originated Acquired Total Securitized $ 1,378 $ 372 $ 1,750 $ 1,070 $ 557 $ 1,627 Non-securitized Eligible for securitization (2) 155 10 165 85 22 107 Not eligible for securitization (2) 261 57 318 233 72 305 Subtotal 416 67 483 318 94 412 $ 1,794 $ 439 $ 2,233 $ 1,388 $ 651 $ 2,039 _________________________ (1) Net of impairment of $7 million recognized in 2019. (2) Refer to Footnote 7 “ Financial Instruments ” for discussion of eligibility of our vacation ownership notes receivable for securitization. |
Interest Income Associated with Vacation Ownership Notes Receivable | The following table summarizes interest income associated with vacation ownership notes receivable: ($ in millions) 2019 2018 2017 Interest income associated with vacation ownership notes receivable — securitized $ 232 $ 151 $ 101 Interest income associated with vacation ownership notes receivable — non-securitized 32 24 27 Total interest income associated with vacation ownership notes receivable $ 264 $ 175 $ 128 |
Schedule of Accretable Yield | The table below presents a rollforward of the accretable yield (interest income) expected to be earned related to our acquired vacation ownership notes receivable, as well as the amount of non-accretable difference at the end of the period. The non-accretable difference represents estimated contractually required payments in excess of estimated cash flows expected to be collected. The accretable yield represents the excess of estimated cash flows expected to be collected over the carrying amount of the acquired vacation ownership notes receivable. ($ in millions) Year Ended December 31, 2019 Year Ended December 31, 2018 Accretable yield balance, beginning of period $ 250 $ — Acquired accretable yield — 284 Accretion (78 ) (32 ) Reclassification to non-accretable difference (6 ) (2 ) Accretable yield balance, end of period $ 166 $ 250 Non-accretable difference, end of period $ 55 $ 68 |
Future Principal Payments, Net of Reserves, and Interest Rates of Vacation Ownership Notes Receivable | Originated vacation ownership notes receivable represent vacation ownership notes receivable originated by Legacy-ILG subsequent to the Acquisition Date and all Legacy-MVW vacation ownership notes receivable. The following table shows future principal payments, net of reserves, as well as interest rates, for our originated non-securitized and securitized originated vacation ownership notes receivable at December 31, 2019 . Originated Vacation Ownership Notes Receivable ($ in millions) Non-Securitized Securitized Total 2020 $ 45 $ 135 $ 180 2021 36 139 175 2022 34 142 176 2023 32 143 175 2024 33 143 176 Thereafter 236 676 912 Balance at December 31, 2019 $ 416 $ 1,378 $ 1,794 Weighted average stated interest rate 12.5% 12.6% 12.5% Range of stated interest rates 0.0% to 18.0% 0.0% to 17.5% 0.0% to 18.0% The following table shows future contractual principal payments, as well as interest rates, for our non-securitized and securitized acquired vacation ownership notes receivable at December 31, 2019 . Acquired Vacation Ownership Notes Receivable ($ in millions) Non-Securitized Securitized Total 2020 $ 7 $ 48 $ 55 2021 6 45 51 2022 7 45 52 2023 7 45 52 2024 7 43 50 Thereafter 33 146 179 Balance at December 31, 2019 $ 67 $ 372 $ 439 Weighted average stated interest rate 13.4% 13.5% 13.5% Range of stated interest rates 3.5% to 17.9% 6.0% to 16.9% 3.5% to 17.9% |
Notes Receivable Reserves | The following table summarizes the activity related to our originated vacation ownership notes receivable reserve. Originated Vacation Ownership Notes Receivable ($ in millions) Non-Securitized Securitized Total Balance at December 30, 2016 $ 58 $ 54 $ 112 Increase in vacation ownership notes receivable reserve 42 10 52 Securitizations (29 ) 29 — Clean-up call 4 (4 ) — Write-offs (45 ) — (45 ) Defaulted vacation ownership notes receivable repurchase activity (1) 28 (28 ) — Balance at December 31, 2017 58 61 119 Increase in vacation ownership notes receivable reserve 57 7 64 Securitizations (39 ) 39 — Clean-up call 1 (1 ) — Write-offs (43 ) — (43 ) Defaulted vacation ownership notes receivable repurchase activity (1) 27 (27 ) — Balance at December 31, 2018 61 79 140 Increase in vacation ownership notes receivable reserve 94 18 112 Securitizations (81 ) 81 — Clean-up call 24 (24 ) — Write-offs (48 ) — (48 ) Defaulted vacation ownership notes receivable repurchase activity (1) 40 (40 ) — Balance at December 31, 2019 $ 90 $ 114 $ 204 _________________________ (1) 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 Legacy-MVW vacation ownership notes receivable, which are vacation ownership notes receivable that are 90 days or more past due. Legacy-MVW Vacation Ownership Notes Receivable ($ in millions) Non-Securitized Securitized Total Investment in vacation ownership notes receivable on non-accrual status at year-end 2019 $ 43 $ 11 $ 54 Investment in vacation ownership notes receivable on non-accrual status at year-end 2018 $ 36 $ 9 $ 45 Average investment in vacation ownership notes receivable on non-accrual status during 2019 $ 40 $ 10 $ 50 |
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 Legacy-MVW vacation ownership notes receivable as of December 31, 2019 : Legacy-MVW Vacation Ownership Notes Receivable ($ in millions) Non-Securitized Securitized Total 31 – 90 days past due $ 7 $ 33 $ 40 91 – 150 days past due 4 11 15 Greater than 150 days past due 39 — 39 Total past due 50 44 94 Current 222 1,254 1,476 Total vacation ownership notes receivable $ 272 $ 1,298 $ 1,570 The following table shows the aging of the recorded investment in principal, before reserves, in Legacy-MVW vacation ownership notes receivable as of December 31, 2018 : Legacy-MVW Vacation Ownership Notes Receivable ($ in millions) Non-Securitized Securitized Total 31 – 90 days past due $ 7 $ 26 $ 33 91 – 150 days past due 3 9 12 Greater than 150 days past due 33 — 33 Total past due 43 35 78 Current 235 1,090 1,325 Total vacation ownership notes receivable $ 278 $ 1,125 $ 1,403 The following table shows the aging of the recorded investment in principal, before reserves, in Legacy-ILG originated vacation ownership notes receivable as of December 31, 2019 and December 31, 2018 : Originated Vacation Ownership Notes Receivable Delinquent Defaulted Total Delinquent & Defaulted ($ in millions) Receivables Current 30 - 59 Days 60 - 89 Days 90 - 119 Days > 120 Days As of December 31, 2019 $ 428 $ 401 $ 8 $ 6 $ 4 $ 9 $ 27 As of December 31, 2018 $ 126 $ 124 $ 2 $ — $ — $ — $ 2 |
Financing Receivable Credit Quality Indicators | The following tables show the Legacy-ILG acquired vacation ownership notes receivable by brand and FICO score. Vacation ownership notes receivable with no FICO score primarily relate to non-U.S. resident borrowers. Acquired Vacation Ownership Notes Receivable as of December 31, 2019 ($ in millions) 700 + 600 - 699 < 600 No Score Total Westin $ 103 $ 57 $ 4 $ 13 $ 177 Sheraton 95 83 15 37 230 Hyatt 15 10 1 — 26 Other 3 1 — 2 6 $ 216 $ 151 $ 20 $ 52 $ 439 Acquired Vacation Ownership Notes Receivable as of December 31, 2018 ($ in millions) 700 + 600 - 699 < 600 No Score Total Westin $ 154 $ 82 $ 6 $ 21 $ 263 Sheraton 145 124 21 55 345 Hyatt 20 13 2 — 35 Other 4 1 — 3 8 $ 323 $ 220 $ 29 $ 79 $ 651 The following tables show the Legacy-ILG originated vacation ownership notes receivable by brand and FICO score. Vacation ownership notes receivable with no FICO score primarily relate to non-U.S. resident borrowers. Originated Vacation Ownership Notes Receivable as of December 31, 2019 ($ in millions) 700 + 600 - 699 < 600 No Score Total Westin $ 122 $ 46 $ 5 $ 25 $ 198 Sheraton 97 61 13 37 208 Hyatt 16 6 — — 22 $ 235 $ 113 $ 18 $ 62 $ 428 Originated Vacation Ownership Notes Receivable as of December 31, 2018 ($ in millions) 700 + 600 - 699 < 600 No Score Total Westin $ 43 $ 11 $ 1 $ 7 $ 62 Sheraton 28 17 3 9 57 Hyatt 5 2 — — 7 $ 76 $ 30 $ 4 $ 16 $ 126 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
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 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. The table also excludes acquired vacation ownership notes receivable which are remeasured at each period end based on expected future cash flows. See Footnote 6 “ Vacation Ownership Notes Receivable ” for additional information on our acquired vacation ownership notes receivable. At December 31, 2019 At December 31, 2018 ($ in millions) Carrying Amount Fair Value Carrying Amount Fair Value Originated vacation ownership notes receivable $ 1,794 $ 1,825 $ 1,388 $ 1,413 Other assets 45 45 66 66 $ 1,839 $ 1,870 $ 1,454 $ 1,479 Securitized debt, net $ (1,871 ) $ (1,924 ) $ (1,714 ) $ (1,718 ) 2026 Notes, net (742 ) (824 ) (741 ) (726 ) 2028 Notes, net (345 ) (358 ) — — Exchange Notes, net — — (88 ) (87 ) IAC Notes — — (141 ) (140 ) Term Loan, net (881 ) (899 ) (888 ) (887 ) Revolving Corporate Credit Facility, net (27 ) (27 ) — — Convertible notes, net (207 ) (247 ) (199 ) (198 ) Non-interest bearing note payable, net — — (30 ) (30 ) $ (4,073 ) $ (4,279 ) $ (3,801 ) $ (3,786 ) Originated Vacation Ownership Notes Receivable At December 31, 2019 At December 31, 2018 ($ in millions) Carrying Amount Fair Value Carrying Amount Fair Value Originated vacation ownership notes receivable Securitized $ 1,378 $ 1,399 $ 1,070 $ 1,093 Eligible for securitization 155 165 85 87 Not eligible for securitization 261 261 233 233 Non-securitized 416 426 318 320 $ 1,794 $ 1,825 $ 1,388 $ 1,413 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 attributable to common shareholders. Computation of Basic and Diluted Earnings Per Share Attributable to Common Shareholders (in millions, except per share amounts) 2019 (1) 2018 (1) 2017 (1) Computation of Basic Earnings Per Share Attributable to Common Shareholders Net income attributable to common shareholders $ 138 $ 55 $ 235 Shares for basic earnings per share 43.9 33.3 27.1 Basic earnings per share $ 3.13 $ 1.64 $ 8.70 Computation of Diluted Earnings Per Share Attributable to Common Shareholders Net income attributable to common shareholders $ 138 $ 55 $ 235 Shares for basic earnings per share 43.9 33.3 27.1 Effect of dilutive shares outstanding Employee stock options and SARs 0.3 0.4 0.4 Restricted stock units 0.3 0.3 0.2 Shares for diluted earnings per share 44.5 34.0 27.7 Diluted earnings per share $ 3.09 $ 1.61 $ 8.49 _________________________ (1) The computations of diluted earnings per share attributable to common shareholders exclude approximately 345,000 , 165,000 and 238,000 shares of common stock, the maximum number of shares issuable as of December 31, 2019 , December 31, 2018 and December 31, 2017 , respectively, 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) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Composition of Inventory | The following table shows the composition of our inventory balances: ($ in millions) At Year-End 2019 At Year-End 2018 Finished goods (1) $ 777 $ 843 Work-in-progress 69 9 Real estate inventory 846 852 Other 13 11 $ 859 $ 863 _________________________ (1) Represents completed inventory that is registered for sale as vacation ownership interests and inventory expected to be acquired pursuant to estimated future foreclosures. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Composition of Property and Equipment | The following table details the composition of our property and equipment balances: ($ in millions) At Year-End 2019 At Year-End 2018 Land and land improvements $ 280 $ 466 Buildings and leasehold improvements 389 404 Furniture, fixtures and other equipment 94 88 Information technology 312 297 Construction in progress 82 32 1,157 1,287 Accumulated depreciation (406 ) (336 ) $ 751 $ 951 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Assets and Liabilities | he following table presents the carrying values of our leases and the classification on our Balance Sheet as of December 31, 2019 . ($ in millions) Balance Sheet Classification At December 31, 2019 Operating lease assets Other assets $ 142 Finance lease assets Property and equipment 13 $ 155 Operating lease liabilities Accrued liabilities $ 151 Finance lease liabilities Debt 14 $ 165 |
Components of Lease Expense | The following table presents the lease costs and the classification on our Income Statement for the year ended December 31, 2019 . ($ in millions) Income Statement Classification 2019 Operating lease cost Marketing and sales expense $ 33 Finance lease cost Amortization of right-of-use assets Depreciation and amortization 5 Interest on lease liabilities Financing expense 1 Variable lease cost Marketing and sales expense 5 $ 44 The following table presents additional information about our lease obligations as of December 31, 2019 . Operating Leases Finance Leases Weighted-average remaining lease term 10.5 years 1.0 years Weighted-average discount rate 6.1% 4.9% Other Information The following table presents supplemental cash flow information for 2019 . ($ in millions) 2019 Cash paid for amounts included in measurement of lease liabilities Operating cash flows for finance leases $ 1 Operating cash flows for operating leases $ 39 Financing cash flows for finance leases $ 12 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 33 Finance leases $ 3 |
Maturities of Operating Lease Liabilities | The following table presents the maturity of our operating and financing lease liabilities as of December 31, 2019 . ($ in millions) Operating Leases Finance Leases Total 2020 $ 34 $ 11 $ 45 2021 24 2 26 2022 20 1 21 2023 19 — 19 2024 17 — 17 Thereafter 116 — 116 Total lease payments 230 14 244 Less: Imputed interest (79 ) — (79 ) $ 151 $ 14 $ 165 |
Maturities of Financing Lease Liabilities | The following table presents the maturity of our operating and financing lease liabilities as of December 31, 2019 . ($ in millions) Operating Leases Finance Leases Total 2020 $ 34 $ 11 $ 45 2021 24 2 26 2022 20 1 21 2023 19 — 19 2024 17 — 17 Thereafter 116 — 116 Total lease payments 230 14 244 Less: Imputed interest (79 ) — (79 ) $ 151 $ 14 $ 165 |
SECURITIZED DEBT (Tables)
SECURITIZED DEBT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Securitized Vacation Ownership Debt | The following table provides detail on our securitized debt, net of unamortized debt discount and issuance costs: ($ in millions) At December 31, 2019 At December 31, 2018 Vacation ownership notes receivable securitizations, gross (1) $ 1,850 $ 1,590 Unamortized debt discount and issuance costs (18 ) (11 ) 1,832 1,579 Warehouse Credit Facility, gross (2) 21 116 Unamortized debt issuance costs (2 ) (1 ) 19 115 Other 20 20 $ 1,871 $ 1,714 _________________________ (1) Interest rates as of December 31, 2019 range from 2.2% to 4.4% , with a weighted average interest rate of 2.9% (2) Effective interest rate as of December 31, 2019 was 2.9% |
Scheduled Future Principal Payments for Debt | The following table shows scheduled future principal payments for our securitized debt as of December 31, 2019 . Vacation Ownership Notes Receivable Securitizations Warehouse Credit Facility Other Total ($ in millions) Payments Year 2020 $ 186 $ 1 $ 2 $ 189 2021 192 1 2 195 2022 195 2 2 199 2023 197 17 2 216 2024 199 — 3 202 Thereafter 881 — 9 890 $ 1,850 $ 21 $ 20 $ 1,891 The following table shows scheduled future principal payments for our debt, excluding finance leases, as of December 31, 2019 . ($ in millions) 2026 Notes 2028 Notes Term Loan Revolving Corporate Credit Facility Convertible Notes Total Payments Year 2020 $ — $ — $ 9 $ — $ — $ 9 2021 — — 9 — — 9 2022 — — 9 — 230 239 2023 — — 9 30 — 39 2024 — — 9 — — 9 Thereafter 750 350 848 — — 1,948 $ 750 $ 350 $ 893 $ 30 $ 230 $ 2,253 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 millions) At December 31, 2019 At December 31, 2018 Senior Unsecured Notes 2026 Notes $ 750 $ 750 Unamortized debt issuance costs (8 ) (9 ) 742 741 2028 Notes 350 — Unamortized debt issuance costs (5 ) — 345 — Exchange Notes — 89 Unamortized debt issuance costs — (1 ) — 88 IAC Notes — 141 Corporate Credit Facility Term Loan 893 900 Unamortized debt discount and issuance costs (12 ) (12 ) 881 888 Revolving Corporate Credit Facility 30 — Unamortized debt issuance costs (1) (3 ) — 27 — Convertible notes, gross 230 230 Unamortized debt discount and issuance costs (23 ) (31 ) 207 199 Non-interest bearing note payable — 31 Unamortized debt discount — (1 ) — 30 Finance leases 14 17 $ 2,216 $ 2,104 _________________________ (1) Excludes $4 million of unamortized debt issuance costs as of December 31, 2018 , as no cash borrowings were outstanding on the Revolving Corporate Credit Facility, as defined below, at that time. |
Scheduled Future Principal Payments for Debt | The following table shows scheduled future principal payments for our securitized debt as of December 31, 2019 . Vacation Ownership Notes Receivable Securitizations Warehouse Credit Facility Other Total ($ in millions) Payments Year 2020 $ 186 $ 1 $ 2 $ 189 2021 192 1 2 195 2022 195 2 2 199 2023 197 17 2 216 2024 199 — 3 202 Thereafter 881 — 9 890 $ 1,850 $ 21 $ 20 $ 1,891 The following table shows scheduled future principal payments for our debt, excluding finance leases, as of December 31, 2019 . ($ in millions) 2026 Notes 2028 Notes Term Loan Revolving Corporate Credit Facility Convertible Notes Total Payments Year 2020 $ — $ — $ 9 $ — $ — $ 9 2021 — — 9 — — 9 2022 — — 9 — 230 239 2023 — — 9 30 — 39 2024 — — 9 — — 9 Thereafter 750 350 848 — — 1,948 $ 750 $ 350 $ 893 $ 30 $ 230 $ 2,253 |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The following table reflects the activity in accumulated other comprehensive loss related to our derivative instruments during 2019, 2018 and 2017. ($ in millions) Derivative Instrument Adjustments Balance at December 30, 2016 $ — Other comprehensive loss before reclassifications — Reclassification to Income Statement — Net other comprehensive loss — Balance at December 31, 2017 — Other comprehensive loss before reclassifications (6 ) Reclassification to Income Statement — Net other comprehensive loss (6 ) Balance at December 31, 2018 (6 ) Other comprehensive loss before reclassifications (15 ) Reclassification to Income Statement — Net other comprehensive loss (15 ) Balance at December 31, 2019 $ (21 ) |
Convertible Debt | The following table shows the net carrying value of the Convertible Notes: ($ in millions) At December 31, 2019 At December 31, 2018 Liability component Principal amount $ 230 $ 230 Unamortized debt discount (20 ) (26 ) Unamortized debt issuance costs (3 ) (5 ) Net carrying amount of the liability component $ 207 $ 199 Carrying amount of equity component, net of issuance costs $ 33 $ 33 The following table shows interest expense information related to the Convertible Notes: ($ in millions) 2019 2018 2017 Contractual interest expense $ 3 $ 3 $ 1 Amortization of debt discount 6 6 2 Amortization of debt issuance costs 2 1 — $ 11 $ 10 $ 3 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stock Repurchase Activity under Current Stock Repurchase Program | The following table summarizes share repurchase activity under our current share repurchase program: ($ in millions, except per share amounts) Number of Cost of Shares Average Price As of December 31, 2018 11,687,774 $ 793 $ 67.85 For the year ended December 31, 2019 4,731,176 465 98.24 As of December 31, 2019 16,418,950 $ 1,258 $ 76.60 |
Cash Dividend Declared | We declared cash dividends to holders of common stock during the year ended December 31, 2019 as follows: Declaration Date Shareholder Record Date Distribution Date Dividend per Share February 15, 2019 February 28, 2019 March 14, 2019 $0.45 May 9, 2019 May 23, 2019 June 6, 2019 $0.45 September 5, 2019 September 19, 2019 October 3, 2019 $0.45 December 9, 2019 December 23, 2019 January 6, 2020 $0.54 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Compensation Cost for Share-based Payment | The following table details our share-based compensation expense related to award grants to our officers, directors and employees: ($ in millions) 2019 2018 2017 Service-based RSUs $ 17 $ 12 $ 10 Performance-based RSUs 7 7 4 ILG Acquisition Converted RSUs 10 13 — 34 32 14 SARs 3 3 2 Stock options — — — $ 37 $ 35 $ 16 |
Schedule of Unrecognized Compensation Cost | The following table details our deferred compensation costs related to unvested awards: ($ in millions) At Year-End 2019 (1) At Year-End 2018 Service-based RSUs $ 17 $ 16 Performance-based RSUs 10 7 ILG Acquisition Converted RSUs 3 15 30 38 SARs 1 1 Stock options — — $ 31 $ 39 _________________________ (1) As of December 31, 2019 , the weighted average remaining term for RSU grants outstanding at year-end 2019 was one to two years and we expect that deferred compensation expense will be recognized over a weighted average period of one to three years. |
Additional Information on Outstanding RSUs Issued to Employees | The following table shows the changes in our outstanding RSUs and the associated weighted average grant-date fair values: 2019 Service-based Performance-based Total Number of RSUs Weighted Average Grant-Date Fair Value Per RSU Number of RSUs Weighted Average Grant-Date Fair Value Per RSU Number of RSUs Weighted Average Grant-Date Fair Value Per RSU Outstanding at year-end 2018 753,581 $ 89.66 307,080 $ 87.75 1,060,661 $ 89.11 Granted 194,075 $ 96.16 325,638 $ 95.36 519,713 $ 95.66 Distributed (278,729) $ 101.49 (76,839) $ 58.40 (355,568) $ 92.18 Forfeited (20,352) $ 110.44 (66,557) $ 58.90 (86,909) $ 70.97 Outstanding at year-end 2019 648,575 $ 85.87 489,322 $ 101.35 1,137,897 $ 92.53 |
Changes in Outstanding Marriott Vacations Worldwide SARs Issued to Both Marriott International and Marriott Vacations Worldwide Employees and Non-employee Directors | The following table shows the changes in our outstanding SARs and the associated weighted average exercise prices: 2019 Number of Weighted Average Exercise Price Per SAR Outstanding at year-end 2018 697,178 $ 55.96 Granted 111,111 $ 100.52 Exercised (112,142 ) $ 24.23 Forfeited or expired — $ — Outstanding at year-end 2019 (1)(2) 696,147 $ 68.18 _________________________ (1) As of December 31, 2019 , outstanding SARs had a total intrinsic value of $44 million and a weighted average remaining term of 5 years. (2) As of December 31, 2019 , 470,505 SARs with a weighted average exercise price of $51.63 , an aggregate intrinsic value of $37 million and a weighted average remaining contractual term of 4 years were exercisable. |
Assumptions used to Estimate Fair Value of Grants | The following table outlines the assumptions used to estimate the fair value of grants in 2019 , 2018 and 2017 : 2019 2018 2017 Expected volatility 31.10% 30.78% 30.41% Dividend yield 1.76% 1.11% 1.44% Risk-free rate 2.59% 2.68% 2.06% Expected term (in years) 6.25 6.25 6.25 |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Classifications of Consolidated Variable Interest Entities | The following table shows consolidated assets, which are collateral for the obligations of these VIEs, and consolidated liabilities included on our Balance Sheet at December 31, 2019 : ($ in millions) Vacation Ownership Warehouse Total Consolidated Assets Vacation ownership notes receivable, net of reserves $ 1,726 $ 24 $ 1,750 Interest receivable 13 — 13 Restricted cash 64 — 64 Total $ 1,803 $ 24 $ 1,827 Consolidated Liabilities Interest payable $ 2 $ — $ 2 Securitized debt 1,850 21 1,871 Total $ 1,852 $ 21 $ 1,873 |
Interest Income and Interest Expense | The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during 2019 : ($ in millions) Vacation Ownership Warehouse Total Interest income $ 219 $ 12 $ 231 Interest expense to investors $ 51 $ 4 $ 55 Debt issuance cost amortization $ 5 $ 1 $ 6 Administrative expenses $ 1 $ — $ 1 |
Cash Flows Between Company and Variable Interest Entities | The following table shows cash flows between us and the vacation ownership notes receivable securitization VIEs: ($ in millions) 2019 2018 Cash Inflows Net proceeds from vacation ownership notes receivable securitizations $ 815 $ 419 Principal receipts 477 322 Interest receipts 214 145 Reserve release 184 168 Total 1,690 1,054 Cash Outflows Principal to investors (507 ) (329 ) Voluntary repurchases of defaulted vacation ownership notes receivable (54 ) (31 ) Voluntary clean-up call (22 ) (22 ) Interest to investors (49 ) (31 ) Funding of restricted cash (169 ) (110 ) Total (801 ) (523 ) Net Cash Flows $ 889 $ 531 Under the terms of our vacation ownership notes receivable securitizations, we have the right to substitute loans for, or repurchase, defaulted loans at our option, subject to certain limitations. We made voluntary repurchases of defaulted vacation ownership notes receivable, net of substitutions, of $54 million during 2019 , $31 million during 2018 and $28 million during 2017 . We also made voluntary repurchases, net of substitutions, of $356 million , $39 million and $57 million of other non-defaulted vacation ownership notes receivable during 2019 , 2018 and 2017 , respectively, to retire previous vacation ownership notes receivable securitizations. Our maximum exposure to loss relating to the special purpose entities that purchase, sell and own these vacation ownership notes receivable is the overcollateralization amount (the difference between the loan collateral balance and the balance on the outstanding vacation ownership notes receivable), plus cash reserves and any residual interest in future cash flows from collateral. The following table shows cash flows between us and the Warehouse Credit Facility VIE: ($ in millions) 2019 2018 Cash Inflows Proceeds from vacation ownership notes receivable securitizations $ 202 $ 116 Principal receipts 14 1 Interest receipts 13 1 Reserve release 2 — Total 231 118 Cash Outflows Principal to investors (12 ) — Repayment of Warehouse Credit Facility (285 ) — Interest to investors (4 ) (1 ) Funding of restricted cash (2 ) (1 ) Total (303 ) (2 ) Net Cash Flows $ (72 ) $ 116 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Revenues | Revenues ($ in millions) 2019 2018 2017 Vacation Ownership $ 3,869 $ 2,803 $ 2,183 Exchange & Third-Party Management 454 161 — Total segment revenues 4,323 2,964 2,183 Corporate and other 32 4 — $ 4,355 $ 2,968 $ 2,183 |
Adjusted EBITDA, Net Income, Depreciation and Amortization | Adjusted EBITDA and Reconciliation to Net Income Attributable to Common Shareholders ($ in millions) 2019 2018 2017 Adjusted EBITDA Vacation Ownership $ 800 $ 511 $ 383 Adjusted EBITDA Exchange & Third-Party Management 230 77 — Reconciling items: Corporate and other (272 ) (169 ) (89 ) Interest expense (132 ) (54 ) (10 ) Tax provision (83 ) (51 ) (5 ) Depreciation and amortization (141 ) (62 ) (21 ) Share-based compensation expense (37 ) (35 ) (16 ) Certain items (227 ) (162 ) (7 ) Net income attributable to common shareholders $ 138 $ 55 $ 235 Depreciation and Amortization ($ in millions) 2019 2018 2017 Vacation Ownership $ 68 $ 37 $ 17 Exchange & Third-Party Management 47 16 — Total segment depreciation 115 53 17 Corporate and other 26 9 4 $ 141 $ 62 $ 21 |
Assets | Assets ($ in millions) At December 31, 2019 At December 31, 2018 Vacation Ownership $ 7,345 $ 7,275 Exchange & Third-Party Management 1,162 1,182 Total segment assets 8,507 8,457 Corporate and other 707 561 $ 9,214 $ 9,018 |
Capital Expenditures (including inventory) | Capital Expenditures (including inventory) ($ in millions) 2019 2018 2017 Vacation Ownership $ 266 $ 245 $ 174 Exchange & Third-Party Management 14 5 — Total segment capital expenditures 280 250 174 Corporate and other 13 2 7 $ 293 $ 252 $ 181 |
Revenue by Geographic Areas | Revenues (excluding cost reimbursements) ($ in millions) 2019 2018 2017 United States $ 2,835 $ 1,780 $ 1,247 All other countries 412 263 186 $ 3,247 $ 2,043 $ 1,433 |
Fixed Assets by Geographic Areas | Fixed Assets ($ in millions) At December 31, 2019 At December 31, 2018 United States $ 580 $ 748 All other countries 171 203 $ 751 $ 951 |
QUARTERLY RESULTS (UNAUDITED) (
QUARTERLY RESULTS (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | 2019 (1) ($ in millions, except per share data) First Second Third Fourth Fiscal Revenues $ 1,060 $ 1,068 $ 1,082 $ 1,145 $ 4,355 Expenses $ (969 ) $ (925 ) $ (1,012 ) $ (991 ) $ (3,897 ) Net income (loss) attributable to common shareholders $ 24 $ 49 $ (9 ) $ 74 $ 138 Earnings (loss) per share attributable to common shareholders Basic $ 0.52 $ 1.11 $ (0.21 ) $ 1.74 $ 3.13 Diluted $ 0.51 $ 1.10 $ (0.21 ) $ 1.71 $ 3.09 2018 (1) ($ in millions, except per share data) First Second Third Fourth Fiscal Revenues $ 571 $ 595 $ 750 $ 1,052 $ 2,968 Expenses $ (518 ) $ (546 ) $ (698 ) $ (939 ) $ (2,701 ) Net income (loss) attributable to common shareholders $ 36 $ 11 $ (36 ) $ 44 $ 55 Earnings (loss) per share attributable to common shareholders Basic $ 1.35 $ 0.40 $ (1.08 ) $ 0.92 $ 1.64 Diluted $ 1.32 $ 0.39 $ (1.08 ) $ 0.91 $ 1.61 _______________________ (1) The sum of the earnings per share attributable to common shareholders for the four quarters differs from annual earnings per share attributable to common shareholders due to the required method of computing the weighted average shares in interim periods. |
SUPPLEMENTAL GUARANTOR INFORM_2
SUPPLEMENTAL GUARANTOR INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Guarantees and Product Warranties [Abstract] | |
Balance Sheet | Condensed Consolidating Balance Sheet As of December 31, 2019 MVWC Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated ($ in millions) MORI ILG Cash and cash equivalents $ — $ 84 $ 4 $ 61 $ 138 $ — $ 287 Restricted cash — 21 — 57 336 — 414 Accounts receivable, net 73 77 — 81 96 (4 ) 323 Vacation ownership notes receivable, net — 149 — 255 1,829 — 2,233 Inventory — 295 — 440 124 — 859 Property and equipment — 233 — 259 259 — 751 Goodwill — — — 2,892 — — 2,892 Intangibles, net — — — 966 61 — 1,027 Investments in subsidiaries 3,193 4,729 — — — (7,922 ) — Other 39 71 — 232 121 (35 ) 428 Total assets $ 3,305 $ 5,659 $ 4 $ 5,243 $ 2,964 $ (7,961 ) $ 9,214 Accounts payable $ 66 $ 92 $ — $ 117 $ 12 $ (1 ) $ 286 Advance deposits — 75 — 88 24 — 187 Accrued liabilities 4 104 27 168 106 (12 ) 397 Deferred revenue — 5 — 92 337 (1 ) 433 Payroll and benefits liability 5 97 — 62 22 — 186 Deferred compensation liability — 93 — 16 1 — 110 Securitized debt, net — — — — 1,871 — 1,871 Debt, net 207 2,002 — 7 — — 2,216 Other 4 36 52 86 19 — 197 Deferred taxes — 108 — 162 30 — 300 MVW shareholders' equity 3,019 3,047 (75 ) 4,445 530 (7,947 ) 3,019 Noncontrolling interests — — — — 12 — 12 Total liabilities and equity $ 3,305 $ 5,659 $ 4 $ 5,243 $ 2,964 $ (7,961 ) $ 9,214 As of December 31, 2018 (1) MVWC Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated ($ in millions) MORI ILG Cash and cash equivalents $ 1 $ 62 $ 2 $ 39 $ 127 $ — $ 231 Restricted cash — 19 — 122 242 — 383 Accounts receivable, net 31 20 — 169 104 — 324 Vacation ownership notes receivable, net — 121 — 183 1,735 — 2,039 Inventory — 212 — 475 176 — 863 Property and equipment — 439 1 308 203 — 951 Goodwill 2,828 — — — — — 2,828 Intangibles, net — — — 1,065 42 — 1,107 Due from parent — 1,834 — — — (1,834 ) — Investments in subsidiaries 2,681 93 1,875 — — (4,649 ) — Other 27 53 — 251 36 (75 ) 292 Total assets $ 5,568 $ 2,853 $ 1,878 $ 2,612 $ 2,665 $ (6,558 ) $ 9,018 Accounts payable $ 50 $ 13 $ — $ 213 $ 25 $ — $ 301 Advance deposits — 65 — 89 17 — 171 Accrued liabilities 7 96 7 10 150 (24 ) 246 Deferred revenue — 6 — 253 128 (4 ) 383 Payroll and benefits liability 15 96 — 83 16 — 210 Deferred compensation liability — 79 — 13 1 — 93 Securitized debt, net — — — — 1,714 — 1,714 Debt, net 199 1,726 — 179 — — 2,104 Due to subsidiary 1,834 — — — — (1,834 ) — Other 2 6 — 1 3 — 12 Deferred taxes — 133 — 157 24 4 318 MVW shareholders' equity 3,461 633 1,871 1,617 579 (4,700 ) 3,461 Noncontrolling interests — — — (3 ) 8 — 5 Total liabilities and equity $ 5,568 $ 2,853 $ 1,878 $ 2,612 $ 2,665 $ (6,558 ) $ 9,018 _________________________ (1) Amounts have been revised to correct certain immaterial prior period errors as reported in the 2018 Annual Report and have been reclassified to conform to the current year presentation. |
Income Statement | Condensed Consolidating Statement of Income 2019 MVWC Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated ($ in millions) MORI ILG Revenues $ — $ 764 $ — $ 2,612 $ 1,009 $ (30 ) $ 4,355 Expenses (25 ) (827 ) — (2,309 ) (766 ) 30 (3,897 ) (Losses) gains and other (expense) income, net — (1 ) — 8 9 — 16 Interest expense (11 ) (117 ) — (4 ) — — (132 ) ILG acquisition-related costs — (96 ) — (15 ) (7 ) — (118 ) Other — — — 1 — — 1 Benefit (provision) for income taxes 11 109 — (109 ) (94 ) — (83 ) Equity in net income of subsidiaries 163 305 — — — (468 ) — Net income 138 137 — 184 151 (468 ) 142 Net income attributable to noncontrolling interests — — — (4 ) — — (4 ) Net income attributable to common shareholders $ 138 $ 137 $ — $ 180 $ 151 $ (468 ) $ 138 2018 MVWC Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated ($ in millions) MORI ILG Revenues $ — $ 758 $ — $ 1,664 $ 553 $ (7 ) $ 2,968 Expenses (20 ) (737 ) — (1,489 ) (462 ) 7 (2,701 ) Gains (losses) and other income (expense), net — 23 — (3 ) 1 — 21 Interest expense (10 ) (39 ) — (3 ) (2 ) — (54 ) ILG acquisition-related costs (11 ) (83 ) — (33 ) — — (127 ) Other — — — (4 ) — — (4 ) Benefit (provision) for income taxes 21 39 — (66 ) (45 ) — (51 ) Equity in net income of subsidiaries 75 124 10 — — (209 ) — Net income 55 85 10 66 45 (209 ) 52 Net loss attributable to noncontrolling interests — — — 1 2 — 3 Net income attributable to common shareholders $ 55 $ 85 $ 10 $ 67 $ 47 $ (209 ) $ 55 2017 MVWC Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated ($ in millions) MORI ILG Revenues $ — $ 711 $ — $ 1,125 $ 347 $ — $ 2,183 Expenses (8 ) (688 ) — (972 ) (269 ) — (1,937 ) Gains (losses) and other income (expense), net — 8 — (1 ) (1 ) — 6 Interest expense (3 ) (4 ) — (3 ) — — (10 ) ILG acquisition-related costs — (1 ) — — — — (1 ) Other — (1 ) — — — — (1 ) Provision for income taxes — (1 ) — (3 ) (1 ) — (5 ) Equity in net income of subsidiaries 246 216 — — — (462 ) — Net income 235 240 — 146 76 (462 ) 235 Net income attributable to noncontrolling interests — — — — — — — Net income attributable to common shareholders $ 235 $ 240 $ — $ 146 $ 76 $ (462 ) $ 235 |
Cash Flow | Condensed Consolidating Statement of Cash Flows 2019 MVWC Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated ($ in millions) MORI ILG Net cash, cash equivalents and restricted cash (used in) provided by operating activities $ (44 ) $ (86 ) $ (3 ) $ 311 $ 345 $ (141 ) $ 382 Net cash, cash equivalents and restricted cash (used in) provided by investing activities (7 ) (16 ) — 15 45 — 37 Net cash, cash equivalents and restricted cash provided by (used in) financing activities 50 126 5 (369 ) (284 ) 141 (331 ) Effect of changes in exchange rates on cash, cash equivalents and restricted cash — — — — (1 ) — (1 ) Cash, cash equivalents and restricted cash, beginning of period 1 81 2 161 369 — 614 Cash, cash equivalents and restricted cash, end of period $ — $ 105 $ 4 $ 118 $ 474 $ — $ 701 2018 MVWC Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated ($ in millions) MORI ILG Net cash, cash equivalents and restricted cash (used in) provided by operating activities $ (28 ) $ 123 $ — $ 130 $ (128 ) $ — $ 97 Net cash, cash equivalents and restricted cash (used in) provided by investing activities (1,847 ) (11 ) 2 238 334 (123 ) (1,407 ) Net cash, cash equivalents and restricted cash provided by (used in) financing activities 1,876 (408 ) — (238 ) 80 123 1,433 Effect of changes in exchange rates on cash, cash equivalents and restricted cash — — — — — — — Cash, cash equivalents and restricted cash, beginning of period — 377 — 31 83 — 491 Cash, cash equivalents and restricted cash, end of period $ 1 $ 81 $ 2 $ 161 $ 369 $ — $ 614 2017 MVWC Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated ($ in millions) MORI ILG Net cash, cash equivalents and restricted cash (used in) provided by operating activities $ (25 ) $ 19 $ — $ 192 $ (43 ) $ (1 ) $ 142 Net cash, cash equivalents and restricted cash (used in) provided by investing activities (12 ) (11 ) — (6 ) (9 ) — (38 ) Net cash, cash equivalents and restricted cash provided by (used in) financing activities 37 257 — (172 ) 48 1 171 Effect of changes in exchange rates on cash, cash equivalents and restricted cash — — — — 3 — 3 Cash, cash equivalents and restricted cash, beginning of period — 112 — 17 84 — 213 Cash, cash equivalents and restricted cash, end of period $ — $ 377 $ — $ 31 $ 83 $ — $ 491 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Percent of the assets, liabilities, revenues, expenses and cash flows discussed | 100.00% | ||
Accounts payable | $ 286 | $ 301 | |
Employee-related Liabilities | (186) | (210) | |
Advance deposits | 187 | 171 | |
Deferred revenue | 433 | 383 | |
Accrued liabilities | 397 | 246 | |
Securitized debt, net | $ 1,871 | $ 1,714 | |
Fiscal period duration | 365 days | 366 days | 364 days |
Debt, net | $ (2,216) | $ (2,104) | |
Other Debt | Conforming Reclassifications | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Securitized debt, net | 20 | ||
Debt, net | (20) | ||
Accounts Payable and Accrued Liabilities | Conforming Reclassifications | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Accounts payable | 53 | ||
Accrued liabilities | 53 | ||
Advance Deposits and Accrued Liabilities | Conforming Reclassifications | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Advance deposits | 58 | ||
Accrued liabilities | 58 | ||
Deferred Revenue and Accrued Liabilities | Conforming Reclassifications | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Deferred revenue | 64 | ||
Accrued liabilities | 64 | ||
Payroll and Benefits Liability And Accounts Payable | Conforming Reclassifications | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Accounts payable | 3 | ||
Employee-related Liabilities | (3) | ||
Payroll and Benefits Liability And Accrued Liabilities | Conforming Reclassifications | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Accrued liabilities | $ 2 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Revenue from External Customer [Line Items] | |
Increase (decrease) in revenue due to change in estimate of variable consideration for performance obligations | $ (13) |
Minimum | |
Revenue from External Customer [Line Items] | |
Number of days for payments to commence under financing contracts after closing | 30 days |
Maximum | |
Revenue from External Customer [Line Items] | |
Number of days for payments to commence under financing contracts after closing | 60 days |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Inventory and Capitalized Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Increase in carrying value of inventories | $ 8 | $ 6 | $ 1 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Defined Contribution Plan and Deferred Compensation Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Defined contribution plan, cost | $ 19,000,000 | $ 11,000,000 | $ 10,000,000 |
EDC | Marriott International | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Additional discretionary contributions | $ 0 | $ 0 | $ 0 |
Deferred Compensation Plan | Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Annual rate of return | 3.50% | 3.50% |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 3 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 40 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents, Restricted Cash (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Maximum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Highly liquid investments maturity period | 3 months |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Financing Receivable, Impaired [Line Items] | |
Threshold period past due for general reserve factor of trade accounts receivable | 120 days |
Threshold period past due for write-off of trade accounts receivable | 180 days |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Loan Loss Reserves and Costs Incurred to Sell Vacation Ownership Products (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2019USD ($)credit_score | Dec. 31, 2018USD ($)credit_score | |
Legacy MVW | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
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 | |
Average Estimated Rate Of Default For All Outstanding Loans | 7.04% | 7.01% |
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 | $ 8 | $ 7 |
Legacy ILG | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Average Estimated Rate Of Default For All Outstanding Loans | 12.65% | 12.37% |
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 | $ 2 | $ 1 |
Weighted average FICO score within originated loan pool | credit_score | 712 | 710 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Share-Based Compensation Costs (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock awards, vesting period | 4 years |
Performance-based RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock awards, vesting period | 3 years |
Employees and Non Employee Directors | SARs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock awards, vesting period | 4 years |
Stock awards, expiration from grant date | 10 years |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impairment of Long-Lived Assets and Other Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Accounting Policies [Abstract] | |
Assets impairment charges | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Accounting Policies [Abstract] | |
Goodwill impairment charges | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Convertible Senior Notes (Details) | Dec. 31, 2017 |
Convertible Notes | Convertible Notes | |
Debt Instrument [Line Items] | |
Debt, stated interest rate | 1.50% |
SUMMARY OF SIGNIFICANT ACCOU_14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Leases (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Jan. 01, 2019 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Present value of lease liabilities | $ 165 | |
Operating lease assets | $ 155 | |
Accounting Standards Update 2016-02 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Present value of lease liabilities | $ 165 | |
Operating lease assets | 155 | |
Impact of adoption of ASU 2016-02 | 8 | |
Retained Earnings | Accounting Standards Update 2016-02 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Impact of adoption of ASU 2016-02 | $ 8 |
ACQUISITIONS AND DISPOSITIONS -
ACQUISITIONS AND DISPOSITIONS - Additional Information (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2019USD ($)vacation_ownership_unit | Sep. 30, 2019USD ($)vacation_ownership_unitresort | Mar. 31, 2018USD ($)vacation_ownership_unit | Sep. 30, 2019USD ($)vacation_ownership_unitresort | Dec. 31, 2019USD ($)vacation_ownership_unitProperty | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)vacation_ownership_unit | Sep. 01, 2018$ / shares | |
Business Acquisition [Line Items] | ||||||||
Number of hotels acquired | Property | 4 | |||||||
Business combinations, pro forma, acquisition-related costs | $ 54 | $ 208 | ||||||
Number of vacation ownership units acquired | vacation_ownership_unit | 92 | 92 | ||||||
Depreciation and amortization | $ 141 | 62 | 21 | |||||
Year 1 | $ 57 | 57 | ||||||
Year 2 | 57 | 57 | ||||||
Year 3 | 57 | 57 | ||||||
Year 4 | 57 | 57 | ||||||
Year 5 | 57 | 57 | ||||||
Disposition of subsidiary shares to noncontrolling interest holder | (51) | |||||||
Purchase of vacation ownership units for future transfer to inventory | 20 | 0 | 34 | |||||
Impairment charges | 99 | 0 | 0 | |||||
Dispositions, net | 51 | 0 | 0 | |||||
Non-cash issuance of debt in connection with acquisition of vacation ownership units | 0 | 0 | $ 64 | |||||
San Francisco, California | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of vacation ownership units acquired | vacation_ownership_unit | 78 | 78 | ||||||
Asset acquisition, consideration transferred | $ 58 | |||||||
Asset acquisition, recognized identifiable assets acquired, inventory | 48 | $ 48 | ||||||
Asset acquisition, recognized identifiable assets acquired, property and equipment | 10 | 10 | ||||||
Marco Island, Florida | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of vacation ownership units acquired | vacation_ownership_unit | 20 | 36 | ||||||
Payments to acquire real estate | 83 | $ 24 | ||||||
Purchase of vacation ownership units for future transfer to inventory | $ 34 | |||||||
Bali, Indonesia Resort One | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of vacation ownership units acquired | vacation_ownership_unit | 51 | |||||||
Asset acquisition, consideration transferred | $ 24 | |||||||
Asset acquisition, recognized identifiable assets acquired, inventory | 22 | |||||||
Asset acquisition, recognized identifiable assets acquired, property and equipment | $ 2 | |||||||
Big Island Of Hawaii | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of vacation ownership units acquired | vacation_ownership_unit | 112 | |||||||
Payments to acquire real estate | $ 27 | |||||||
Noncash transaction, value of consideration | 1 | |||||||
Non-cash issuance of debt in connection with acquisition of vacation ownership units | $ 64 | |||||||
Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated cash proceeds, asset disposals | 160 | |||||||
Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated cash proceeds, asset disposals | 220 | |||||||
ILG, Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination, share price (in usd per share) | $ / shares | $ 119 | |||||||
Depreciation and amortization | $ 59 | $ 19 | ||||||
ILG, Inc | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Vacation ownership product, financing term | 5 years | |||||||
ILG, Inc | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Vacation ownership product, financing term | 15 years | |||||||
Cancun Mexico and Avon Colorado [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Disposals | 62 | |||||||
Consideration receivable | 8 | $ 8 | ||||||
VRI Europe Limited | ||||||||
Business Acquisition [Line Items] | ||||||||
Disposition of subsidiary shares to noncontrolling interest holder | 63 | |||||||
Disposals cash proceeds | 40 | |||||||
Receivable VRI Europe | 6 | 6 | ||||||
Notes receivable | 17 | $ 17 | ||||||
Land and Land Improvements | ||||||||
Business Acquisition [Line Items] | ||||||||
Impairment charges | $ 26 | |||||||
Strategic Change | ||||||||
Business Acquisition [Line Items] | ||||||||
Impairment charges | $ 72 | |||||||
Strategic Change | Land and Land Improvements | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of resorts | resort | 3 | 3 | ||||||
Impairment charges | $ 61 | |||||||
Strategic Change | Land | ||||||||
Business Acquisition [Line Items] | ||||||||
Impairment charges | 9 | |||||||
Strategic Change | Ancillary Business | ||||||||
Business Acquisition [Line Items] | ||||||||
Impairment charges | $ 2 | |||||||
Gains on sale | $ 19 | |||||||
VRI Europe Limited | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of voting interests acquired | 75.50% |
ACQUISITIONS AND DISPOSITIONS_2
ACQUISITIONS AND DISPOSITIONS - Deferred Revenue Narrative (Details) | Dec. 31, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Business Acquisition [Line Items] | |
Expected timing of satisfaction, period | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | Minimum | Sale of vacation ownership products | |
Business Acquisition [Line Items] | |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | Maximum | Sale of vacation ownership products | |
Business Acquisition [Line Items] | |
Expected timing of satisfaction, period | 5 years |
ACQUISITIONS AND DISPOSITIONS_3
ACQUISITIONS AND DISPOSITIONS - Consideration Transferred (Details) - ILG, Inc $ / shares in Units, shares in Millions, $ in Millions | Sep. 01, 2018USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Equivalent shares of Marriott Vacations Worldwide common stock issued in exchange for ILG outstanding shares (in shares) | shares | 20.5 |
Marriott Vacations Worldwide common stock price as of Acquisition Date (in usd per share) | $ / shares | $ 119 |
Fair value of Marriott Vacations Worldwide common stock issued in exchange for ILG outstanding shares | $ 2,441 |
Cash consideration to ILG shareholders, net of cash acquired of $154 million | 1,680 |
Fair value of ILG equity-based awards attributed to pre-combination service | 64 |
Total consideration transferred, net of cash acquired | 4,185 |
Noncontrolling interests | 32 |
Total shareholder equity | 4,217 |
Cash acquired from acquisition | $ 154 |
ACQUISITIONS AND DISPOSITIONS_4
ACQUISITIONS AND DISPOSITIONS - Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 01, 2018 |
As adjusted | |||
Goodwill | $ 2,892 | $ 2,828 | |
ILG, Inc | |||
As adjusted | |||
Vacation ownership notes receivable | $ 753 | ||
Inventory | 484 | ||
Property and equipment | 382 | ||
Intangible assets | 1,145 | ||
Other assets | 707 | ||
Deferred revenue | (291) | ||
Deferred taxes | (138) | ||
Debt | (392) | ||
Securitized debt from VIEs | (718) | ||
Other liabilities | (605) | ||
Net assets acquired | 1,327 | ||
Goodwill | 2,890 | ||
Total Assets and Liabilities | $ 4,217 |
ACQUISITIONS AND DISPOSITIONS_5
ACQUISITIONS AND DISPOSITIONS - Goodwill (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
Balance at December 31, 2018 | $ 2,828 |
Measurement period adjustments | 62 |
Foreign exchange adjustments | 2 |
Balance at December 31, 2019 | 2,892 |
Vacation Ownership | |
Goodwill [Roll Forward] | |
Balance at December 31, 2018 | 2,448 |
Measurement period adjustments | (4) |
Foreign exchange adjustments | 1 |
Balance at December 31, 2019 | 2,445 |
Exchange & Third-Party Management | |
Goodwill [Roll Forward] | |
Balance at December 31, 2018 | 380 |
Measurement period adjustments | 66 |
Foreign exchange adjustments | 1 |
Balance at December 31, 2019 | $ 447 |
ACQUISITIONS AND DISPOSITIONS_6
ACQUISITIONS AND DISPOSITIONS - Intangible Assets (Details) - ILG, Inc $ in Millions | Sep. 01, 2018USD ($) |
Business Acquisition [Line Items] | |
Intangible assets | $ 1,145 |
Management contracts | |
Business Acquisition [Line Items] | |
Estimated Fair Value | 35 |
Trade names and trademarks | |
Business Acquisition [Line Items] | |
Estimated Fair Value | 82 |
Member relationships | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 671 |
Member relationships | Minimum | |
Business Acquisition [Line Items] | |
Estimated Useful Life | 15 years |
Member relationships | Maximum | |
Business Acquisition [Line Items] | |
Estimated Useful Life | 20 years |
Management contracts | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 357 |
Management contracts | Minimum | |
Business Acquisition [Line Items] | |
Estimated Useful Life | 15 years |
Management contracts | Maximum | |
Business Acquisition [Line Items] | |
Estimated Useful Life | 25 years |
ACQUISITIONS AND DISPOSITIONS_7
ACQUISITIONS AND DISPOSITIONS - Pro Forma Results of Operations (Details) - ILG, Inc - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | ||
Revenues | $ 4,216 | $ 3,926 |
Net income | 210 | 185 |
Net income attributable to common shareholders | $ 211 | $ 182 |
EARNINGS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS | ||
Basic (in usd per share) | $ 4.49 | $ 3.83 |
Diluted (in usd per share) | $ 4.38 | $ 3.74 |
REVENUE - Additional Informatio
REVENUE - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||
Contract with customer, contract assets | $ 0 | $ 0 |
Contract with customer, liability, revenue recognized | $ 363,000,000 |
REVENUE - Revenue with Customer
REVENUE - Revenue with Customers (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | $ 4,080 | $ 2,785 | $ 2,048 | ||||||||
Financing | 275 | 183 | 135 | ||||||||
TOTAL REVENUES | $ 1,145 | $ 1,082 | $ 1,068 | $ 1,060 | $ 1,052 | $ 750 | $ 595 | $ 571 | 4,355 | 2,968 | 2,183 |
Vacation Ownership | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 3,598 | 2,621 | 2,048 | ||||||||
Financing | 271 | 182 | |||||||||
TOTAL REVENUES | 3,869 | 2,803 | 2,183 | ||||||||
Exchange & Third-Party Management | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 450 | 160 | 0 | ||||||||
Financing | 4 | 1 | 0 | ||||||||
TOTAL REVENUES | 454 | 161 | 0 | ||||||||
Sale of vacation ownership products | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 1,390 | 990 | 757 | ||||||||
Sale of vacation ownership products | Vacation Ownership | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 1,390 | 990 | |||||||||
Sale of vacation ownership products | Exchange & Third-Party Management | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 0 | 0 | 0 | ||||||||
Ancillary revenues | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 247 | 161 | 118 | ||||||||
Ancillary revenues | Vacation Ownership | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 243 | 160 | 118 | ||||||||
Ancillary revenues | Exchange & Third-Party Management | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 4 | 1 | 0 | ||||||||
Management fee revenues | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 180 | 140 | 89 | ||||||||
Management fee revenues | Vacation Ownership | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 146 | 114 | 89 | ||||||||
Management fee revenues | Exchange & Third-Party Management | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 47 | 30 | 0 | ||||||||
Other services revenues | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 527 | 198 | 72 | ||||||||
Other services revenues | Vacation Ownership | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 120 | 85 | 72 | ||||||||
Other services revenues | Exchange & Third-Party Management | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 247 | 78 | 0 | ||||||||
Management and exchange | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 954 | 499 | 279 | ||||||||
Management and exchange | Vacation Ownership | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 509 | 359 | 279 | ||||||||
Management and exchange | Exchange & Third-Party Management | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 298 | 109 | 0 | ||||||||
Rental | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 628 | 371 | 262 | ||||||||
Rental | Vacation Ownership | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 562 | 352 | |||||||||
Rental | Exchange & Third-Party Management | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 61 | 18 | 0 | ||||||||
Cost reimbursements | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 1,108 | 925 | |||||||||
Cost reimbursements | 1,108 | 925 | 750 | ||||||||
Cost reimbursements | Vacation Ownership | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Cost reimbursements | 1,137 | 920 | 750 | ||||||||
Cost reimbursements | Exchange & Third-Party Management | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Cost reimbursements | 91 | 33 | 0 | ||||||||
Corporate and other | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 32 | 4 | 0 | ||||||||
Financing | 0 | 0 | 0 | ||||||||
TOTAL REVENUES | 32 | 4 | 0 | ||||||||
Corporate and other | Sale of vacation ownership products | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 0 | 0 | 0 | ||||||||
Corporate and other | Ancillary revenues | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 0 | 0 | 0 | ||||||||
Corporate and other | Management fee revenues | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | (13) | (4) | 0 | ||||||||
Corporate and other | Other services revenues | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 160 | 35 | 0 | ||||||||
Corporate and other | Management and exchange | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 147 | 31 | 0 | ||||||||
Corporate and other | Rental | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Revenue from contracts with customers | 5 | 1 | 0 | ||||||||
Corporate and other | Cost reimbursements | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Cost reimbursements | $ (120) | $ (28) | $ 0 |
REVENUE - Timing of Revenue fro
REVENUE - Timing of Revenue from Contracts with Customers (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue from contracts with customers | $ 4,080 | $ 2,785 | $ 2,048 |
Vacation Ownership | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue from contracts with customers | 3,598 | 2,621 | 2,048 |
Exchange & Third-Party Management | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue from contracts with customers | 450 | 160 | 0 |
Services transferred over time | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue from contracts with customers | 2,220 | 1,566 | 1,149 |
Services transferred over time | Vacation Ownership | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue from contracts with customers | 1,964 | 1,467 | 1,149 |
Services transferred over time | Exchange & Third-Party Management | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue from contracts with customers | 224 | 95 | 0 |
Goods or services transferred at a point in time | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue from contracts with customers | 1,860 | 1,219 | 899 |
Goods or services transferred at a point in time | Vacation Ownership | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue from contracts with customers | 1,634 | 1,154 | 899 |
Goods or services transferred at a point in time | Exchange & Third-Party Management | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue from contracts with customers | 226 | 65 | 0 |
Corporate and other | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue from contracts with customers | 32 | 4 | 0 |
Corporate and other | Services transferred over time | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue from contracts with customers | 32 | 4 | 0 |
Corporate and other | Goods or services transferred at a point in time | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenue from contracts with customers | $ 0 | $ 0 | $ 0 |
REVENUE - Contracts with Custom
REVENUE - Contracts with Customers, Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Receivables | ||
Accounts receivable | $ 164 | $ 164 |
Vacation ownership notes receivable, net | 2,233 | 2,039 |
Receivables | 2,397 | 2,203 |
Contract Liabilities | ||
Advance deposits | 187 | 171 |
Deferred revenue | 433 | 383 |
Contract Liabilities | $ 620 | $ 554 |
REVENUE - Remaining Performance
REVENUE - Remaining Performance Obligation Information (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | Dec. 31, 2019 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Revenue remaining performance obligation expected timing percentage | 90.00% |
Expected timing of satisfaction, period | 2 years |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | |||
Share-based compensation, excess tax benefit | $ 2 | $ 2 | $ 6 |
Other liabilities, tax matters | 45 | ||
Change in valuation allowance | 9 | ||
Net operating loss carry-forwards | 61 | 59 | |
Net operating loss carry forwards, subject to expiration | 1 | ||
Tax credit carryforward | 37 | 24 | |
Deferred tax liabilities | 594 | 611 | |
Unrecognized tax benefits that would impact effective tax rate | 21 | 2 | |
Penalties and interest accrued | 41 | $ 1 | |
Foreign | |||
Income Taxes [Line Items] | |||
Net operating loss carry-forwards | 56 | ||
Federal | |||
Income Taxes [Line Items] | |||
Net operating loss carry-forwards | 1 | ||
Tax credit carryforward | 29 | ||
State | |||
Income Taxes [Line Items] | |||
Net operating loss carry-forwards | 6 | ||
Tax credit carryforward | $ 7 | ||
Minimum | |||
Income Taxes [Line Items] | |||
Income tax holiday period | 10 years | ||
Maximum | |||
Income Taxes [Line Items] | |||
Income tax holiday period | 30 years | ||
Indemnified Tax Liability | |||
Income Taxes [Line Items] | |||
Other liabilities, tax matters | $ 13 | ||
Penalties and interest accrued | $ 41 |
INCOME TAXES - Provision Taxes
INCOME TAXES - Provision Taxes by Geographic Region (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 190 | $ 108 | $ 232 |
Non-U.S. jurisdictions | 35 | (5) | 8 |
INCOME BEFORE INCOME TAXES | $ 225 | $ 103 | $ 240 |
INCOME TAXES - Provision for In
INCOME TAXES - Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
- U.S. Federal | $ (12) | $ 17 | $ (49) |
– U.S. State | (29) | (1) | (7) |
– Non-U.S. | (36) | (10) | (7) |
Current Income Tax Expense (Benefit) | (77) | 6 | (63) |
Deferred: | |||
– U.S. Federal | (28) | (46) | 44 |
– U.S. State | 17 | (9) | (1) |
– Non-U.S. | 5 | (2) | 15 |
Deferred income taxes | (6) | (57) | 58 |
Provision for income taxes | $ (83) | $ (51) | $ (5) |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of US Statutory Income Tax Rate to Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
U.S. statutory income tax rate | 21.00% | 21.00% | 35.00% |
U.S. state income taxes, net of U.S. federal tax benefit | 4.20% | 4.20% | 2.50% |
Share-based compensation, net of Section 162(m) limitation | 0.70% | 3.60% | (2.50%) |
Transaction costs | 0.00% | 4.70% | 0.00% |
Other permanent differences | 3.90% | 4.20% | (0.60%) |
Impact related to the Tax Cuts and Jobs Act of 2017 | 0.00% | 1.20% | (27.10%) |
Foreign tax rate changes | 0.00% | (0.10%) | (2.00%) |
Non-U.S. income (loss) | 2.20% | 3.90% | (2.60%) |
Foreign tax credits | (6.30%) | (1.40%) | (0.10%) |
Unrecognized tax benefits | 3.10% | 0.00% | 0.00% |
Other items | 1.10% | (0.10%) | (0.70%) |
Change in valuation allowance | 7.00% | 8.60% | 0.00% |
Effective rate | 36.90% | 49.80% | 1.90% |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Tax Assets | ||
Inventory | $ 111 | $ 145 |
Reserves | 74 | 84 |
Deferred revenue | 12 | 22 |
Property and equipment | 64 | 54 |
Net operating loss carry-forwards | 61 | 59 |
Tax credits | 37 | 24 |
Right-of-use asset | 3 | 0 |
Other, net | 58 | 21 |
Deferred tax assets | 420 | 409 |
Less valuation allowance | (97) | (106) |
Net deferred tax assets | 323 | 303 |
Deferred Tax Liabilities | ||
Property and equipment | (234) | (234) |
Deferred sales of vacation ownership interests | (357) | (377) |
Right-of-use liability | (3) | 0 |
Deferred tax liabilities | (594) | (611) |
Total net deferred tax liabilities | $ (271) | $ (308) |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefit at beginning of year | $ 2 | $ 2 |
Increases related to tax positions taken during a prior period | 18 | 0 |
Increases related to tax positions taken during the current period | 1 | 0 |
Decreases related to settlements with taxing authorities | 0 | 0 |
Decreases as a result of a lapse of the applicable statute of limitations | 0 | 0 |
Unrecognized tax benefit at end of year | $ 21 | $ 2 |
VACATION OWNERSHIP NOTES RECE_3
VACATION OWNERSHIP NOTES RECEIVABLE - Composition of Vacation Ownership Notes Receivable Balances, Net of Reserves (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation ownership notes receivable, net | $ 2,233 | $ 2,039 |
Impairment recognized on acquired vacation ownership notes receivable | 7 | |
Securitized | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation ownership notes receivable, net | 1,750 | 1,627 |
Eligible for securitization | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation ownership notes receivable, net | 165 | 107 |
Not eligible for securitization | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation ownership notes receivable, net | 318 | 305 |
Non-Securitized | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation ownership notes receivable, net | 483 | 412 |
Originated | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation ownership notes receivable, net | 1,794 | 1,388 |
Originated | Securitized | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation ownership notes receivable, net | 1,378 | 1,070 |
Originated | Eligible for securitization | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation ownership notes receivable, net | 155 | 85 |
Originated | Not eligible for securitization | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation ownership notes receivable, net | 261 | 233 |
Originated | Non-Securitized | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation ownership notes receivable, net | 416 | 318 |
Acquired | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation ownership notes receivable, net | 439 | 651 |
Acquired | Securitized | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation ownership notes receivable, net | 372 | 557 |
Acquired | Eligible for securitization | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation ownership notes receivable, net | 10 | 22 |
Acquired | Not eligible for securitization | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation ownership notes receivable, net | 57 | 72 |
Acquired | Non-Securitized | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation ownership notes receivable, net | $ 67 | $ 94 |
VACATION OWNERSHIP NOTES RECE_4
VACATION OWNERSHIP NOTES RECEIVABLE - Interest Income Associated With Vacation Ownership Notes Receivable (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Interest income | $ 264 | $ 175 | $ 128 |
Securitized | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Interest income | 232 | 151 | 101 |
Non-Securitized | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Interest income | $ 32 | $ 24 | $ 27 |
VACATION OWNERSHIP NOTES RECE_5
VACATION OWNERSHIP NOTES RECEIVABLE - Accretable Yield (Details) - Acquired - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities, Accretable Yield Movement Schedule [Roll Forward] | ||
Balance at Acquisition Date | $ 250 | $ 0 |
Acquired accretable yield | 0 | 284 |
Accretion | (78) | (32) |
Reclassification to non-accretable difference | (6) | (2) |
Balance at end of period | 166 | 250 |
Non-accretable difference | $ 55 | $ 68 |
VACATION OWNERSHIP NOTES RECE_6
VACATION OWNERSHIP NOTES RECEIVABLE - Future Principal Payments, Net of Reserves, and Interest Rates of Vacation Ownership Notes Receivable (Details) $ in Millions | Dec. 31, 2019USD ($) |
Acquired | |
Future Minimum Payments Receivable [Line Items] | |
2020 | $ 55 |
2021 | 51 |
2022 | 52 |
2023 | 52 |
2024 | 50 |
Thereafter | 179 |
Total Vacation ownership notes receivable, net of reserve | $ 439 |
Acquired | Weighted Average | |
Future Minimum Payments Receivable [Line Items] | |
Interest rates | 13.50% |
Acquired | Minimum | |
Future Minimum Payments Receivable [Line Items] | |
Interest rates | 3.50% |
Acquired | Maximum | |
Future Minimum Payments Receivable [Line Items] | |
Interest rates | 17.90% |
Acquired | Non-Securitized | |
Future Minimum Payments Receivable [Line Items] | |
2020 | $ 7 |
2021 | 6 |
2022 | 7 |
2023 | 7 |
2024 | 7 |
Thereafter | 33 |
Total Vacation ownership notes receivable, net of reserve | $ 67 |
Acquired | Non-Securitized | Weighted Average | |
Future Minimum Payments Receivable [Line Items] | |
Interest rates | 13.40% |
Acquired | Non-Securitized | Minimum | |
Future Minimum Payments Receivable [Line Items] | |
Interest rates | 3.50% |
Acquired | Non-Securitized | Maximum | |
Future Minimum Payments Receivable [Line Items] | |
Interest rates | 17.90% |
Acquired | Securitized | |
Future Minimum Payments Receivable [Line Items] | |
2020 | $ 48 |
2021 | 45 |
2022 | 45 |
2023 | 45 |
2024 | 43 |
Thereafter | 146 |
Total Vacation ownership notes receivable, net of reserve | $ 372 |
Acquired | Securitized | Weighted Average | |
Future Minimum Payments Receivable [Line Items] | |
Interest rates | 13.50% |
Acquired | Securitized | Minimum | |
Future Minimum Payments Receivable [Line Items] | |
Interest rates | 6.00% |
Acquired | Securitized | Maximum | |
Future Minimum Payments Receivable [Line Items] | |
Interest rates | 16.90% |
Originated | |
Future Minimum Payments Receivable [Line Items] | |
2020 | $ 180 |
2021 | 175 |
2022 | 176 |
2023 | 175 |
2024 | 176 |
Thereafter | 912 |
Total Vacation ownership notes receivable, net of reserve | $ 1,794 |
Originated | Weighted Average | |
Future Minimum Payments Receivable [Line Items] | |
Interest rates | 12.50% |
Originated | Minimum | |
Future Minimum Payments Receivable [Line Items] | |
Interest rates | 0.00% |
Originated | Maximum | |
Future Minimum Payments Receivable [Line Items] | |
Interest rates | 18.00% |
Originated | Non-Securitized | |
Future Minimum Payments Receivable [Line Items] | |
2020 | $ 45 |
2021 | 36 |
2022 | 34 |
2023 | 32 |
2024 | 33 |
Thereafter | 236 |
Total Vacation ownership notes receivable, net of reserve | $ 416 |
Originated | Non-Securitized | Weighted Average | |
Future Minimum Payments Receivable [Line Items] | |
Interest rates | 12.50% |
Originated | Non-Securitized | Minimum | |
Future Minimum Payments Receivable [Line Items] | |
Interest rates | 0.00% |
Originated | Non-Securitized | Maximum | |
Future Minimum Payments Receivable [Line Items] | |
Interest rates | 18.00% |
Originated | Securitized | |
Future Minimum Payments Receivable [Line Items] | |
2020 | $ 135 |
2021 | 139 |
2022 | 142 |
2023 | 143 |
2024 | 143 |
Thereafter | 676 |
Total Vacation ownership notes receivable, net of reserve | $ 1,378 |
Originated | Securitized | Weighted Average | |
Future Minimum Payments Receivable [Line Items] | |
Interest rates | 12.60% |
Originated | Securitized | Minimum | |
Future Minimum Payments Receivable [Line Items] | |
Interest rates | 0.00% |
Originated | Securitized | Maximum | |
Future Minimum Payments Receivable [Line Items] | |
Interest rates | 17.50% |
VACATION OWNERSHIP NOTES RECE_7
VACATION OWNERSHIP NOTES RECEIVABLE - Notes Receivable Reserves (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Time Sharing Transactions, Allowance for Uncollectible Accounts [Roll Forward] | |||
Beginning balance | $ 140 | $ 119 | $ 112 |
Increase in vacation ownership notes receivable reserve | 112 | 64 | 52 |
Securitizations | 0 | 0 | 0 |
Clean-up call | 0 | 0 | 0 |
Write-offs | (48) | (43) | (45) |
Defaulted vacation ownership notes receivable repurchase activity | 0 | 0 | 0 |
Ending balance | 204 | 140 | 119 |
Non-Securitized | |||
Time Sharing Transactions, Allowance for Uncollectible Accounts [Roll Forward] | |||
Beginning balance | 61 | 58 | 58 |
Increase in vacation ownership notes receivable reserve | 94 | 57 | 42 |
Securitizations | (81) | (39) | (29) |
Clean-up call | 24 | 1 | 4 |
Write-offs | (48) | (43) | (45) |
Defaulted vacation ownership notes receivable repurchase activity | 40 | 27 | 28 |
Ending balance | 90 | 61 | 58 |
Securitized | |||
Time Sharing Transactions, Allowance for Uncollectible Accounts [Roll Forward] | |||
Beginning balance | 79 | 61 | 54 |
Increase in vacation ownership notes receivable reserve | 18 | 7 | 10 |
Securitizations | 81 | 39 | 29 |
Clean-up call | (24) | (1) | (4) |
Write-offs | 0 | 0 | 0 |
Defaulted vacation ownership notes receivable repurchase activity | (40) | (27) | (28) |
Ending balance | $ 114 | $ 79 | $ 61 |
VACATION OWNERSHIP NOTES RECE_8
VACATION OWNERSHIP NOTES RECEIVABLE - Recorded Investment in Non-accrual Notes Receivable that are Ninety Days or More Past Due (Details) - Legacy MVW - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Financing Receivable, Past Due [Line Items] | ||
Investment in notes receivable on non-accrual status | $ 54 | $ 45 |
Average investment in notes receivable on non-accrual status | 50 | |
Non-Securitized | ||
Financing Receivable, Past Due [Line Items] | ||
Investment in notes receivable on non-accrual status | 43 | 36 |
Average investment in notes receivable on non-accrual status | 40 | |
Securitized | ||
Financing Receivable, Past Due [Line Items] | ||
Investment in notes receivable on non-accrual status | 11 | $ 9 |
Average investment in notes receivable on non-accrual status | $ 10 |
VACATION OWNERSHIP NOTES RECE_9
VACATION OWNERSHIP NOTES RECEIVABLE - Aging of Recorded Investment in Principal, Vacation Ownership Notes Receivable (Details) - Legacy MVW - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Financing Receivable, Past Due [Line Items] | ||
Total past due | $ 94 | $ 78 |
Current | 1,476 | 1,325 |
Total vacation ownership notes receivable | 1,570 | 1,403 |
Non-Securitized | ||
Financing Receivable, Past Due [Line Items] | ||
Total past due | 50 | 43 |
Current | 222 | 235 |
Total vacation ownership notes receivable | 272 | 278 |
Securitized | ||
Financing Receivable, Past Due [Line Items] | ||
Total past due | 44 | 35 |
Current | 1,254 | 1,090 |
Total vacation ownership notes receivable | 1,298 | 1,125 |
31 – 90 days past due | ||
Financing Receivable, Past Due [Line Items] | ||
Total past due | 40 | 33 |
31 – 90 days past due | Non-Securitized | ||
Financing Receivable, Past Due [Line Items] | ||
Total past due | 7 | 7 |
31 – 90 days past due | Securitized | ||
Financing Receivable, Past Due [Line Items] | ||
Total past due | 33 | 26 |
91 – 150 days past due | ||
Financing Receivable, Past Due [Line Items] | ||
Total past due | 15 | 12 |
91 – 150 days past due | Non-Securitized | ||
Financing Receivable, Past Due [Line Items] | ||
Total past due | 4 | 3 |
91 – 150 days past due | Securitized | ||
Financing Receivable, Past Due [Line Items] | ||
Total past due | 11 | 9 |
Greater than 150 days past due | ||
Financing Receivable, Past Due [Line Items] | ||
Total past due | 39 | 33 |
Greater than 150 days past due | Non-Securitized | ||
Financing Receivable, Past Due [Line Items] | ||
Total past due | 39 | 33 |
Greater than 150 days past due | Securitized | ||
Financing Receivable, Past Due [Line Items] | ||
Total past due | $ 0 | $ 0 |
VACATION OWNERSHIP NOTES REC_10
VACATION OWNERSHIP NOTES RECEIVABLE - Legacy-ILG Vacation Ownership Notes Receivable, Brand and FICO score (Details) - Legacy ILG - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Acquired | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | $ 439 | $ 651 |
Acquired | Westin | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 177 | 263 |
Acquired | Sheraton | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 230 | 345 |
Acquired | Hyatt | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 26 | 35 |
Acquired | Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 6 | 8 |
Acquired | 700 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 216 | 323 |
Acquired | 700 | Westin | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 103 | 154 |
Acquired | 700 | Sheraton | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 95 | 145 |
Acquired | 700 | Hyatt | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 15 | 20 |
Acquired | 700 | Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 3 | 4 |
Acquired | 600 - 699 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 151 | 220 |
Acquired | 600 - 699 | Westin | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 57 | 82 |
Acquired | 600 - 699 | Sheraton | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 83 | 124 |
Acquired | 600 - 699 | Hyatt | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 10 | 13 |
Acquired | 600 - 699 | Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 1 | 1 |
Acquired | 600 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 20 | 29 |
Acquired | 600 | Westin | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 4 | 6 |
Acquired | 600 | Sheraton | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 15 | 21 |
Acquired | 600 | Hyatt | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 1 | 2 |
Acquired | 600 | Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 0 | 0 |
Acquired | No Score | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 52 | 79 |
Acquired | No Score | Westin | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 13 | 21 |
Acquired | No Score | Sheraton | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 37 | 55 |
Acquired | No Score | Hyatt | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 0 | 0 |
Acquired | No Score | Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 2 | 3 |
Originated | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 428 | 126 |
Originated | Westin | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 198 | 62 |
Originated | Sheraton | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 208 | 57 |
Originated | Hyatt | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 22 | 7 |
Originated | 700 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 235 | 76 |
Originated | 700 | Westin | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 122 | 43 |
Originated | 700 | Sheraton | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 97 | 28 |
Originated | 700 | Hyatt | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 16 | 5 |
Originated | 600 - 699 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 113 | 30 |
Originated | 600 - 699 | Westin | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 46 | 11 |
Originated | 600 - 699 | Sheraton | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 61 | 17 |
Originated | 600 - 699 | Hyatt | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 6 | 2 |
Originated | 600 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 18 | 4 |
Originated | 600 | Westin | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 5 | 1 |
Originated | 600 | Sheraton | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 13 | 3 |
Originated | 600 | Hyatt | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 0 | 0 |
Originated | No Score | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 62 | 16 |
Originated | No Score | Westin | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 25 | 7 |
Originated | No Score | Sheraton | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | 37 | 9 |
Originated | No Score | Hyatt | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Vacation Ownership Notes Receivable | $ 0 | $ 0 |
VACATION OWNERSHIP NOTES REC_11
VACATION OWNERSHIP NOTES RECEIVABLE - Legacy-ILG Vacation Ownership Notes Receivable (Details) - Legacy ILG - Originated - ILG - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables | $ 428 | $ 126 |
Current | 401 | 124 |
Delinquent & Defaulted | 27 | 2 |
30 - 59 Days | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Delinquent & Defaulted | 8 | 2 |
60 - 89 Days | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Delinquent & Defaulted | 6 | 0 |
90 - 119 Days | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Delinquent & Defaulted | 4 | 0 |
120 Days | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Delinquent & Defaulted | $ 9 | $ 0 |
FINANCIAL INSTRUMENTS - Financi
FINANCIAL INSTRUMENTS - Financial Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Carrying Amount | ||
Total financial assets | ||
Originated vacation ownership notes receivable | $ 1,794 | $ 1,388 |
Other assets | 45 | 66 |
Total financial assets | 1,839 | 1,454 |
Total financial liabilities | ||
Total financial liabilities | (4,073) | (3,801) |
Carrying Amount | Securitized debt, net | ||
Total financial liabilities | ||
Debt instrument | (1,871) | (1,714) |
Carrying Amount | 2026 Notes | Senior Unsecured Notes | ||
Total financial liabilities | ||
Debt instrument | (742) | (741) |
Carrying Amount | 2028 Notes | Senior Unsecured Notes | ||
Total financial liabilities | ||
Debt instrument | (345) | 0 |
Carrying Amount | Exchange Notes, net | ||
Total financial liabilities | ||
Debt instrument | 0 | (88) |
Carrying Amount | IAC Notes | ||
Total financial liabilities | ||
Debt instrument | 0 | (141) |
Carrying Amount | Convertible notes, net | ||
Total financial liabilities | ||
Convertible notes, net | (207) | (199) |
Carrying Amount | Non-interest bearing note payable, net | Non-interest bearing note payable, net | ||
Total financial liabilities | ||
Non-interest bearing note payable, net | 0 | (30) |
Fair Value | ||
Total financial assets | ||
Originated vacation ownership notes receivable | 1,825 | 1,413 |
Other assets | 45 | 66 |
Total financial assets | 1,870 | 1,479 |
Total financial liabilities | ||
Total financial liabilities | (4,279) | (3,786) |
Fair Value | Securitized debt, net | ||
Total financial liabilities | ||
Debt instrument | (1,924) | (1,718) |
Fair Value | 2026 Notes | Senior Unsecured Notes | ||
Total financial liabilities | ||
Debt instrument | (824) | (726) |
Fair Value | 2028 Notes | Senior Unsecured Notes | ||
Total financial liabilities | ||
Debt instrument | (358) | 0 |
Fair Value | Exchange Notes, net | ||
Total financial liabilities | ||
Debt instrument | 0 | (87) |
Fair Value | IAC Notes | ||
Total financial liabilities | ||
Debt instrument | 0 | (140) |
Fair Value | Convertible notes, net | ||
Total financial liabilities | ||
Convertible notes, net | (247) | (198) |
Fair Value | Non-interest bearing note payable, net | Non-interest bearing note payable, net | ||
Total financial liabilities | ||
Non-interest bearing note payable, net | 0 | (30) |
Corporate Credit Facility | Carrying Amount | Term Loan, net | ||
Total financial liabilities | ||
Debt instrument | (881) | (888) |
Corporate Credit Facility | Carrying Amount | Revolving Corporate Credit Facility | ||
Total financial liabilities | ||
Debt instrument | (27) | 0 |
Corporate Credit Facility | Fair Value | Term Loan, net | ||
Total financial liabilities | ||
Debt instrument | (899) | (887) |
Corporate Credit Facility | Fair Value | Revolving Corporate Credit Facility | ||
Total financial liabilities | ||
Debt instrument | (27) | 0 |
Originated | Carrying Amount | ||
Total financial assets | ||
Originated vacation ownership notes receivable | 1,794 | 1,388 |
Originated | Fair Value | ||
Total financial assets | ||
Originated vacation ownership notes receivable | $ 1,825 | $ 1,413 |
FINANCIAL INSTRUMENTS - Non-sec
FINANCIAL INSTRUMENTS - Non-securitized Notes Receivable (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Originated vacation ownership notes receivable | $ 1,794 | $ 1,388 |
Carrying Amount | Securitized | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Originated vacation ownership notes receivable | 1,378 | 1,070 |
Carrying Amount | Non-Securitized | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Originated vacation ownership notes receivable | 416 | 318 |
Carrying Amount | Non-Securitized | Eligible for securitization | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Originated vacation ownership notes receivable | 155 | 85 |
Carrying Amount | Non-Securitized | Not eligible for securitization | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Originated vacation ownership notes receivable | 261 | 233 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Originated vacation ownership notes receivable | 1,825 | 1,413 |
Fair Value | Securitized | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Originated vacation ownership notes receivable | 1,399 | 1,093 |
Fair Value | Non-Securitized | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Originated vacation ownership notes receivable | 426 | 320 |
Fair Value | Non-Securitized | Eligible for securitization | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Originated vacation ownership notes receivable | 165 | 87 |
Fair Value | Non-Securitized | Not eligible for securitization | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Originated vacation ownership notes receivable | $ 261 | $ 233 |
FINANCIAL INSTRUMENTS - Additio
FINANCIAL INSTRUMENTS - Additional Information (Details) $ in Millions | Dec. 31, 2019USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Marketable securities | $ 6 |
Variable Interest Entity | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Cash surrender value of life insurance | $ 39 |
EARNINGS PER SHARE - Additional
EARNINGS PER SHARE - Additional Information (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 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) | 345,000 | 165,000 | 238,000 |
SARs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded from the calculation of diluted earnings per share (in shares) | 56,649 | 56,649 | |
Stock options and SARs not included in the calculation of diluted earning per share because exercise prices exceeded market prices, exercise prices (in usd per share) | $ 143.38 | ||
Private Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Exercise price of warrants (in usd per share) | $ 175.37 | $ 176.68 | |
Maximum | SARs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options and SARs not included in the calculation of diluted earning per share because exercise prices exceeded market prices, exercise prices (in usd per share) | $ 143.38 |
EARNINGS PER SHARE - Reconcilia
EARNINGS PER SHARE - Reconciliation of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Computation of Basic Earnings Per Share Attributable to Common Shareholders | |||||||||||
Net income (loss) attributable to common shareholders | $ 74 | $ (9) | $ 49 | $ 24 | $ 44 | $ (36) | $ 11 | $ 36 | $ 138 | $ 55 | $ 235 |
Shares for basic earnings per share (in shares) | 43.9 | 33.3 | 27.1 | ||||||||
Basic earnings per share (in usd per share) | $ 1.74 | $ (0.21) | $ 1.11 | $ 0.52 | $ 0.92 | $ (1.08) | $ 0.40 | $ 1.35 | $ 3.13 | $ 1.64 | $ 8.70 |
Computation of Diluted Earnings Per Share | |||||||||||
Net income (loss) attributable to common shareholders | $ 74 | $ (9) | $ 49 | $ 24 | $ 44 | $ (36) | $ 11 | $ 36 | $ 138 | $ 55 | $ 235 |
Shares for basic earnings per share (in shares) | 43.9 | 33.3 | 27.1 | ||||||||
Effect of dilutive shares outstanding | |||||||||||
Employee stock options and SARs (in shares) | 0.3 | 0.4 | 0.4 | ||||||||
Restricted stock units (in shares) | 0.3 | 0.3 | 0.2 | ||||||||
Shares for diluted earnings per share (in shares) | 44.5 | 34 | 27.7 | ||||||||
Diluted earnings per share (in usd per share) | $ 1.71 | $ (0.21) | $ 1.10 | $ 0.51 | $ 0.91 | $ (1.08) | $ 0.39 | $ 1.32 | $ 3.09 | $ 1.61 | $ 8.49 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 777 | $ 843 |
Work-in-progress | 69 | 9 |
Real estate inventory | 846 | 852 |
Other | 13 | 11 |
Inventory | 859 | $ 863 |
Amount of completed vacation ownership units classified as property and equipment | $ 55 |
PROPERTY AND EQUIPMENT - (Detai
PROPERTY AND EQUIPMENT - (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Land and land improvements | $ 280 | $ 466 |
Buildings and leasehold improvements | 389 | 404 |
Furniture, fixtures and other equipment | 94 | 88 |
Information technology | 312 | 297 |
Construction in progress | 82 | 32 |
Property, plant and equipment, gross | 1,157 | 1,287 |
Accumulated depreciation | (406) | (336) |
Property, plant and equipment, net | $ 751 | $ 951 |
PROPERTY AND EQUIPMENT - Additi
PROPERTY AND EQUIPMENT - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||||||
Impairment | $ 99 | $ 0 | $ 0 | |||
Land and Land Improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Impairment | $ 26 | |||||
Property, plant and equipment to be sold | $ 10 | |||||
Ancillary business | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Impairment | $ 1 |
CONTINGENCIES AND COMMITMENTS (
CONTINGENCIES AND COMMITMENTS (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2019USD ($)vacation_ownership_unit | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($)vacation_ownership_unit | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Feb. 29, 2020USD ($)vacation_ownership_unit | Jan. 31, 2020USD ($)vacation_ownership_unit | Sep. 30, 2017Property | |
Commitments and Contingencies Disclosure [Line Items] | |||||||||
Surety bonds issued | $ 104,000,000 | $ 104,000,000 | |||||||
Litigation settlement | 7,000,000 | $ 46,000,000 | $ 4,000,000 | ||||||
Fraudulently induced electronic payments | $ 10,000,000 | ||||||||
Recorded fraudulently induced electronic payment disbursements | (6,000,000) | ||||||||
Loss | (16,000,000) | (21,000,000) | (6,000,000) | ||||||
Information technology hardware and software | |||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||
Contractual commitments future minimum payments due | (65,000,000) | (65,000,000) | |||||||
Commitment to purchase due in 2020 | 31,000,000 | 31,000,000 | |||||||
Commitment to purchase due in 2021 | 18,000,000 | 18,000,000 | |||||||
Commitment to purchase due in 2022 | 10,000,000 | 10,000,000 | |||||||
Commitment to purchase due in 2023 | 5,000,000 | 5,000,000 | |||||||
Commitment to purchase due in 2024 | 1,000,000 | 1,000,000 | |||||||
New York City | |||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||
Contractual commitments future minimum payments due | (183,000,000) | (183,000,000) | |||||||
Purchase of vacation ownership units | (20,000,000) | ||||||||
Commitment to purchase due in 2021 | 97,000,000 | 97,000,000 | |||||||
Minimum lease payments | 7,000,000 | 7,000,000 | |||||||
Bali, Indonesia Resort | |||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||
Commitment to purchase due in 2020 | 25,000,000 | 25,000,000 | |||||||
Commitment to purchase due in 2021 | 2,000,000 | 2,000,000 | |||||||
San Francisco, California | |||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||
Contractual commitments future minimum payments due | (113,000,000) | (113,000,000) | |||||||
Waikiki Hawaii | |||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||
Commitment to purchase due in 2021 | $ 98,000,000 | $ 98,000,000 | |||||||
Fiscal Year 2019 | Bali, Indonesia Resort | |||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||
Expected number of ownership units to be acquired | vacation_ownership_unit | 88 | 88 | |||||||
Hurricane | |||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||
Number of properties | Property | 20 | ||||||||
Nonoperating income (expense) | $ 1,000,000 | ||||||||
Gain on business interruption insurance recovery | $ 9,000,000 | $ 32,000,000 | |||||||
Deductible | (3,000,000) | ||||||||
Agreements In Principle To Settle | |||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||
Litigation settlement | $ (3,000,000) | ||||||||
Proceeds from legal settlements | $ (3,000,000) | ||||||||
Fraudulently Induced Electronic Payment Disbursements | |||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||
Loss | 4,000,000 | ||||||||
Exchange & Third-Party Management | |||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||
Guarantor obligations, maximum exposure | $ 30,000,000 | 30,000,000 | |||||||
Guarantor obligations, maximum exposure, due remainder of fiscal year | 11,000,000 | 11,000,000 | |||||||
Guarantor obligations, maximum exposure, due remainder of second year | 9,000,000 | 9,000,000 | |||||||
Guarantor obligations, maximum exposure, due remainder of third year | 4,000,000 | 4,000,000 | |||||||
Guarantor obligations, maximum exposure, due remainder of fourth year | 2,000,000 | 2,000,000 | |||||||
Guarantor obligations, maximum exposure, due remainder of five year | 1,000,000 | 1,000,000 | |||||||
Guarantor obligations, maximum exposure, due after fifth year | 3,000,000 | 3,000,000 | |||||||
Revolving Corporate Credit Facility | Corporate Credit Facility | |||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||
Revolving credit facility amount | $ 600,000,000 | $ 600,000,000 | |||||||
Subsequent Event | New York City | |||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||
Contractual commitments future minimum payments due | $ (86,000,000) | ||||||||
Expected number of ownership units to be acquired | vacation_ownership_unit | 57 | ||||||||
Subsequent Event | San Francisco, California | |||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||
Contractual commitments future minimum payments due | $ (25,000,000) | ||||||||
Commitment to purchase due in 2021 | 32,000,000 | ||||||||
Commitment to purchase due in 2022 | 24,000,000 | ||||||||
Commitment to purchase due in 2023 | $ 32,000,000 | ||||||||
Expected number of ownership units to be acquired | vacation_ownership_unit | 34 |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) $ in Millions | Mar. 02, 2020 | Jan. 31, 2020 | Dec. 31, 2019 |
Operating Leased Assets [Line Items] | |||
Finance lease liabilities | $ 14 | ||
Subsequent Event | |||
Operating Leased Assets [Line Items] | |||
Finance lease liabilities | $ 129 | ||
Finance lease not yet commenced, term of contract | 16 years | ||
Finance lease not yet commenced, right-of-use asset | $ 129 |
LEASES - Carrying Values of Lea
LEASES - Carrying Values of Leases (Details) $ in Millions | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
Operating lease assets | $ 142 |
Finance lease assets | 13 |
Total lease assets | 155 |
Operating lease liabilities | 151 |
Finance lease liabilities | 14 |
Present value of lease liabilities | $ 165 |
LEASES - Lease Costs (Details)
LEASES - Lease Costs (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 33 |
Amortization of right-of-use assets | 5 |
Interest on lease liabilities | 1 |
Variable lease cost | 5 |
Total lease cost | $ 44 |
LEASES - Maturities of Operatin
LEASES - Maturities of Operating and Financing Lease Liabilities (Details) $ in Millions | Dec. 31, 2019USD ($) |
Operating Leases | |
2020 | $ 34 |
2021 | 24 |
2022 | 20 |
2023 | 19 |
2024 | 17 |
Thereafter | 116 |
Total lease payments | 230 |
Less: Imputed interest | (79) |
Present value of lease liabilities | 151 |
Finance Leases | |
2020 | 11 |
2021 | 2 |
2022 | 1 |
2023 | 0 |
2024 | 0 |
Thereafter | 0 |
Total lease payments | 14 |
Less: Imputed interest | 0 |
Present value of lease liabilities | 14 |
Leases, Operating and Financing [Abstract] | |
2020 | 45 |
2021 | 26 |
2022 | 21 |
2023 | 19 |
2024 | 17 |
Thereafter | 116 |
Total lease payments | 244 |
Less: Imputed interest | (79) |
Present value of lease liabilities | $ 165 |
LEASES - Lease Term and Discoun
LEASES - Lease Term and Discount Rate (Details) | Dec. 31, 2019 |
Weighted-average remaining lease term (in years) | |
Operating leases | 10 years 6 months |
Finance leases | 1 month |
Weighted-average discount rate | |
Operating leases | 6.10% |
Finance leases | 4.90% |
LEASES - Other Information (Det
LEASES - Other Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash paid for amounts included in measurement of lease liabilities | |||
Operating cash flows for finance leases | $ 1 | ||
Operating cash flows for operating leases | 39 | ||
Financing cash flows for finance leases | 12 | $ 0 | $ 0 |
Right-of-use assets obtained in exchange in exchange for lease obligations [Abstract] | |||
Operating leases | 33 | ||
Finance leases | $ 3 |
SECURITIZED DEBT - Vacation Own
SECURITIZED DEBT - Vacation Ownership Notes Receivable Securitizations (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Securitized debt, gross | $ 1,871 | $ 1,714 |
Secured Debt, Net | 1,871 | 1,714 |
Securitized debt | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 1,891 | |
Securitized debt | Other | ||
Debt Instrument [Line Items] | ||
Secured Debt, Net | 20 | 20 |
Long-term Debt | 20 | |
Variable Interest Entity | ||
Debt Instrument [Line Items] | ||
Securitized debt, gross | 1,871 | 1,706 |
Variable Interest Entity | Securitized debt | ||
Debt Instrument [Line Items] | ||
Securitized debt, gross | 1,850 | 1,590 |
Unamortized debt discount and issuance costs | (18) | (11) |
Secured Debt, Net | $ 1,832 | 1,579 |
Debt, weighted average interest rate | 2.90% | |
Long-term Debt | $ 1,850 | |
Variable Interest Entity | Securitized debt | Minimum | ||
Debt Instrument [Line Items] | ||
Debt, stated interest rate | 2.20% | |
Variable Interest Entity | Securitized debt | Maximum | ||
Debt Instrument [Line Items] | ||
Debt, stated interest rate | 4.40% | |
Variable Interest Entity | Securitized debt | Warehouse Credit Facility | ||
Debt Instrument [Line Items] | ||
Securitized debt, gross | $ 21 | 116 |
Unamortized debt issuance costs | (2) | (1) |
Secured Debt, Net | $ 19 | $ 115 |
Interest rate, effective percentage | 2.90% | |
Long-term Debt | $ 21 |
SECURITIZED DEBT - Narrative (D
SECURITIZED DEBT - Narrative (Details) | Oct. 10, 2019USD ($) | May 23, 2019USD ($) | Dec. 31, 2019USD ($)Loan | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($)Loan |
Debt Instrument [Line Items] | |||||
Values of vacation ownership notes receivable that were purchased by trust during the period | $ 315,000,000 | $ 90,000,000 | $ 459,000,000 | $ 250,000,000 | |
Number of notes receivable pools under performance triggers | Loan | 0 | ||||
Number of consolidated note receivable pools outstanding | Loan | 12 | 12 | |||
Warehouse Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Net proceeds from vacation ownership notes receivable securitizations | $ (21,000,000) | $ (181,000,000) | |||
Values of vacation ownership notes receivable that were securitized during the period | $ (26,000,000) | $ (213,000,000) | |||
Advance rate for securitization | 82.00% | 85.00% | |||
Cash flows between transferee and transferor proceeds | $ 21,000,000 | $ 180,000,000 | |||
Funding of restricted cash | (1,000,000) | (1,000,000) | |||
Warehouse Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility amount | $ 350,000,000 | $ 350,000,000 | |||
Period of time that amounts outstanding are due upon termination of facility | 13 months | ||||
MVW 2019-1 LLC | Debt | |||||
Debt Instrument [Line Items] | |||||
Net proceeds from vacation ownership notes receivable securitizations | (450,000,000) | ||||
Debt, stated interest rate | 2.94% | 2.94% | |||
MVW 2019-1 LLC | Debt | Class A Notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 350,000,000 | $ 350,000,000 | |||
Debt, stated interest rate | 2.89% | 2.89% | |||
MVW 2019-1 LLC | Debt | Class B Notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 67,000,000 | $ 67,000,000 | |||
Debt, stated interest rate | 3.00% | 3.00% | |||
MVW 2019-1 LLC | Debt | Class C Notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 33,000,000 | $ 33,000,000 | |||
Debt, stated interest rate | 3.33% | 3.33% | |||
MVW 2019-2 LLC | Debt | |||||
Debt Instrument [Line Items] | |||||
Net proceeds from vacation ownership notes receivable securitizations | $ (309,000,000) | ||||
Debt, stated interest rate | 2.29% | 2.29% | |||
MVW 2019-2 LLC | Debt | Class A Notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 232,000,000 | $ 232,000,000 | |||
Debt, stated interest rate | 2.22% | 2.22% | |||
MVW 2019-2 LLC | Debt | Class B Notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 54,000,000 | $ 54,000,000 | |||
Debt, stated interest rate | 2.44% | 2.44% | |||
MVW 2019-2 LLC | Debt | Class C Notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 23,000,000 | $ 23,000,000 | |||
Debt, stated interest rate | 2.68% | 2.68% | |||
MVW 2019 A LLC | Debt | |||||
Debt Instrument [Line Items] | |||||
Net proceeds from vacation ownership notes receivable securitizations | $ (65,000,000) | ||||
MVW 2019 A LLC | Debt | Class A Notes | |||||
Debt Instrument [Line Items] | |||||
Debt, stated interest rate | 4.42% | 4.42% |
SECURITIZED DEBT - Future Payme
SECURITIZED DEBT - Future Payments Vacation Ownership Notes Receivable Securitizations (Details) $ in Millions | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |
2020 | $ 9 |
2021 | 9 |
2022 | 239 |
2023 | 39 |
2024 | 9 |
Thereafter | 1,948 |
Securitized debt | |
Debt Instrument [Line Items] | |
2020 | 189 |
2021 | 195 |
2022 | 199 |
2023 | 216 |
2024 | 202 |
Thereafter | 890 |
Long-term debt | 1,891 |
Securitized debt | Other | |
Debt Instrument [Line Items] | |
2020 | 2 |
2021 | 2 |
2022 | 2 |
2023 | 2 |
2024 | 3 |
Thereafter | 9 |
Long-term debt | 20 |
Variable Interest Entity | Securitized debt | |
Debt Instrument [Line Items] | |
2020 | 186 |
2021 | 192 |
2022 | 195 |
2023 | 197 |
2024 | 199 |
Thereafter | 881 |
Long-term debt | 1,850 |
Variable Interest Entity | Securitized debt | Warehouse Credit Facility | |
Debt Instrument [Line Items] | |
2020 | 1 |
2021 | 1 |
2022 | 2 |
2023 | 17 |
2024 | 0 |
Thereafter | 0 |
Long-term debt | $ 21 |
DEBT - Debt Balances, Net of Un
DEBT - Debt Balances, Net of Unamortized Debt Issuance Costs (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
IAC Notes | $ 2,253,000,000 | |
Debt, net | 2,216,000,000 | $ 2,104,000,000 |
Capital lease obligations | 14,000,000 | 17,000,000 |
2026 Notes | Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
IAC Notes | 750,000,000 | 750,000,000 |
Unamortized debt issuance costs | (8,000,000) | (9,000,000) |
Debt, net | 742,000,000 | 741,000,000 |
2028 Notes | Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
IAC Notes | 350,000,000 | 0 |
Unamortized debt issuance costs | (5,000,000) | 0 |
Debt, net | 345,000,000 | 0 |
Exchange Notes, net | Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
IAC Notes | 0 | 89,000,000 |
Unamortized debt issuance costs | 0 | (1,000,000) |
Debt, net | 0 | 88,000,000 |
IAC Notes | ||
Debt Instrument [Line Items] | ||
IAC Notes | 0 | 141,000,000 |
Term Loan | Corporate Credit Facility | ||
Debt Instrument [Line Items] | ||
IAC Notes | 893,000,000 | 900,000,000 |
Unamortized debt discount and issuance costs | (12,000,000) | (12,000,000) |
Debt, net | 881,000,000 | 888,000,000 |
Revolving Corporate Credit Facility | Corporate Credit Facility | ||
Debt Instrument [Line Items] | ||
IAC Notes | 30,000,000 | 0 |
Unamortized debt issuance costs | (3,000,000) | 0 |
Debt, net | 27,000,000 | 0 |
Debt issuance costs | 4,000,000 | |
Line of credit facility, amount outstanding | 0 | |
Convertible Notes | Convertible Notes | ||
Debt Instrument [Line Items] | ||
IAC Notes | 230,000,000 | 230,000,000 |
Unamortized debt issuance costs | (3,000,000) | (5,000,000) |
Unamortized debt discount and issuance costs | (23,000,000) | (31,000,000) |
Unamortized debt discount | (20,000,000) | (26,000,000) |
Debt, net | $ 207,000,000 | 199,000,000 |
Debt Instrument, Interest Rate, Effective Percentage | 4.70% | |
Non-interest bearing note payable, net | Non-interest bearing note payable, net | ||
Debt Instrument [Line Items] | ||
IAC Notes | $ 0 | 31,000,000 |
Unamortized debt discount | 0 | (1,000,000) |
Debt, net | $ 0 | $ 30,000,000 |
DEBT - Scheduled Future Princip
DEBT - Scheduled Future Principal Payments for Debt (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Principal Payments Year | ||
2020 | $ 9 | |
2021 | 9 | |
2022 | 239 | |
2023 | 39 | |
2024 | 9 | |
Thereafter | 1,948 | |
Total | 2,253 | |
Corporate Credit Facility | Revolving Corporate Credit Facility | ||
Debt Principal Payments Year | ||
2020 | 9 | |
2021 | 9 | |
2022 | 9 | |
2023 | 9 | |
2024 | 9 | |
Thereafter | 848 | |
Total | 893 | $ 900 |
Corporate Credit Facility | Revolving Corporate Credit Facility | ||
Debt Principal Payments Year | ||
2020 | 0 | |
2021 | 0 | |
2022 | 0 | |
2023 | 30 | |
2024 | 0 | |
Thereafter | 0 | |
Total | 30 | 0 |
Senior Unsecured Notes | 2026 Notes | ||
Debt Principal Payments Year | ||
2020 | 0 | |
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
Thereafter | 750 | |
Total | 750 | 750 |
Senior Unsecured Notes | 2028 Notes | ||
Debt Principal Payments Year | ||
2020 | 0 | |
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
Thereafter | 350 | |
Total | 350 | 0 |
Convertible Notes | Convertible Notes | ||
Debt Principal Payments Year | ||
2020 | 0 | |
2021 | 0 | |
2022 | 230 | |
2023 | 0 | |
2024 | 0 | |
Thereafter | 0 | |
Total | $ 230 | $ 230 |
DEBT - Additional Information (
DEBT - Additional Information (Details) | Dec. 09, 2019$ / shares | Oct. 01, 2019USD ($) | Sep. 05, 2019$ / shares | May 09, 2019$ / shares | Feb. 15, 2019$ / shares | Sep. 04, 2018USD ($) | Aug. 23, 2018USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Nov. 07, 2018USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Nov. 30, 2019 | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares | Oct. 15, 2018USD ($) | Sep. 30, 2018USD ($) | Aug. 31, 2018USD ($) | Sep. 21, 2017shares | Sep. 20, 2017shares |
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt issuance costs | $ 20,000,000 | $ 34,000,000 | $ 15,000,000 | ||||||||||||||||
Repayments of debt | $ 820,000,000 | $ 215,000,000 | $ 88,000,000 | ||||||||||||||||
Cash dividends declared per share of common stock (in usd per share) | $ / shares | $ 0.54 | $ 0.45 | $ 0.45 | $ 0.45 | $ 1.89 | $ 1.65 | $ 1.45 | ||||||||||||
Senior Unsecured Notes | Exchange Notes, net | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 88,000,000 | ||||||||||||||||||
Debt, stated interest rate | 5.625% | ||||||||||||||||||
Debt issuance costs | 1,000,000 | ||||||||||||||||||
Senior Unsecured Notes | IAC Notes | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 88,000,000 | $ 140,000,000 | $ 350,000,000 | ||||||||||||||||
Debt, stated interest rate | 5.625% | 5.625% | 5.625% | ||||||||||||||||
Debt instrument, repurchased face amount | $ 122,000,000 | ||||||||||||||||||
Repayments of debt | $ 123,000,000 | ||||||||||||||||||
Senior Unsecured Notes | 2028 Notes | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 350,000,000 | ||||||||||||||||||
Debt, stated interest rate | 4.75% | 4.75% | 4.75% | ||||||||||||||||
Proceeds from issuance of senior debt | $ 346,000,000 | ||||||||||||||||||
Senior Unsecured Notes | 2026 Notes | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument face amount | 750,000,000 | ||||||||||||||||||
Debt, stated interest rate | 6.50% | 6.50% | 6.50% | ||||||||||||||||
Proceeds from issuance of senior debt | $ 742,000,000 | ||||||||||||||||||
Convertible Notes | Convertible Notes | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 230,000,000 | ||||||||||||||||||
Debt, stated interest rate | 1.50% | ||||||||||||||||||
Redemption price | 100.00% | ||||||||||||||||||
Conversion ratio | 0.0000067988 | ||||||||||||||||||
Conversion price (in usd per share) | $ / shares | $ 147.08 | $ 147.08 | $ 147.08 | $ 148.19 | |||||||||||||||
Equity component, net of issuance costs | $ 33,000,000 | $ 33,000,000 | $ 33,000,000 | $ 33,000,000 | |||||||||||||||
Interest rate, effective percentage | 4.70% | 4.70% | 4.70% | ||||||||||||||||
Convertible debt, remaining discount amortization period | 2 years 8 months 12 days | ||||||||||||||||||
Percentage above common stock price to conversion price of convertible debt when instrument is eligible for conversion | 30.00% | ||||||||||||||||||
Corporate Credit Facility | Minimum | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Commitment fee percentage | 0.20% | ||||||||||||||||||
Corporate Credit Facility | Maximum | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Commitment fee percentage | 0.40% | ||||||||||||||||||
Corporate Credit Facility | Term Loan | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 900,000,000 | ||||||||||||||||||
Corporate Credit Facility | Revolving Corporate Credit Facility | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 600,000,000 | $ 600,000,000 | $ 600,000,000 | ||||||||||||||||
Corporate Credit Facility | Revolving Corporate Credit Facility | Letter of Credit | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | ||||||||||||||||
Floating Rate | Corporate Credit Facility | Term Loan | Maximum | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument, percentage points added to the reference rate | 1.75% | 2.25% | |||||||||||||||||
Floating Rate | Corporate Credit Facility | Revolving Corporate Credit Facility | Minimum | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument, percentage points added to the reference rate | 0.50% | ||||||||||||||||||
Floating Rate | Corporate Credit Facility | Revolving Corporate Credit Facility | Maximum | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Debt instrument, percentage points added to the reference rate | 2.75% | ||||||||||||||||||
Convertible Note Hedges | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Indexed shares (in shares) | shares | 1,550,000 | ||||||||||||||||||
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 | $ 175.37 | $ 175.37 | $ 175.37 | $ 176.68 | |||||||||||||||
Warrants exercised (in shares) | shares | 0 | 0 | 0 | ||||||||||||||||
Conversion Premium, Stock Price Exceeds The Conversion Price | Convertible Notes | Convertible Notes | |||||||||||||||||||
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% | ||||||||||||||||||
Interest Rate Swap, September 2023 | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Notional amount | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | ||||||||||||||||
Fixed interest rate | 2.9625% | 2.9625% | 2.9625% | ||||||||||||||||
Interest Rate Swap, April 2024 | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Notional amount | $ 200,000,000 | $ 200,000,000 | $ 200,000,000 | ||||||||||||||||
Fixed interest rate | 2.248% | 2.248% | 2.248% | ||||||||||||||||
Interest Rate Contract | |||||||||||||||||||
Debt Disclosure [Line Items] | |||||||||||||||||||
Notional amount | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 | ||||||||||||||||
Cap interest rate | 2.50% | 2.50% | 2.50% | ||||||||||||||||
Floor interest rate | 1.881% | 1.881% | 1.881% |
DEBT - Accumulated Other Compre
DEBT - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 3,461 | ||
Ending balance | 3,019 | $ 3,461 | |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (6) | 0 | $ 0 |
Other comprehensive loss before reclassifications | (15) | (6) | 0 |
Reclassification to Income Statement | 0 | 0 | 0 |
Net other comprehensive loss | (15) | (6) | 0 |
Ending balance | $ (21) | $ (6) | $ 0 |
DEBT - Net Carrying Value of Th
DEBT - Net Carrying Value of The Convertible Notes (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Principal amount | $ 2,253 | |
Debt, net | 2,216 | $ 2,104 |
Convertible Notes | Convertible Notes | ||
Debt Instrument [Line Items] | ||
Principal amount | 230 | 230 |
Unamortized debt discount | (20) | (26) |
Unamortized debt issuance costs | (3) | (5) |
Debt, net | 207 | 199 |
Equity component, net of issuance costs | $ 33 | $ 33 |
DEBT - Interest Expense Related
DEBT - Interest Expense Related To The Convertible Notes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Interest Expense, Debt | $ 132 | $ 54 | $ 10 |
Convertible Notes | Convertible Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | 3 | 3 | 1 |
Amortization of debt discount | 6 | 6 | 2 |
Debt issuance cost amortization | 2 | 1 | 0 |
Interest Expense, Debt | $ 11 | $ 10 | $ 3 |
SHAREHOLDERS' EQUITY - Addition
SHAREHOLDERS' EQUITY - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 2019 | Jul. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
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) | 75,020,272 | 57,600,000 | 57,626,462 | |
Common stock, shares outstanding (in shares) | 41,582,096 | 45,992,731 | ||
Treasury stock, shares (in shares) | 33,438,176 | 11,633,731 | ||
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) | 4,500,000 | |||
Share repurchase program, number of additional common stock authorized to be repurchased (in shares) | 19,400,000 | |||
Stock repurchase program, remaining authorized repurchase amount (in shares) | 2,700,000 | |||
Noncontrolling interests | $ (12) | $ (5) | ||
Property Owners Associations | ||||
Business Acquisition [Line Items] | ||||
Noncontrolling interests | $ (12) | $ 8 | ||
MORI | Subsidiaries | ||||
Business Acquisition [Line Items] | ||||
Treasury stock, shares (in shares) | 16,929,124 | |||
MVW US Holdings LLC | Subsidiaries | ||||
Business Acquisition [Line Items] | ||||
Treasury stock, shares (in shares) | 16,367,491 |
SHAREHOLDERS' EQUITY - Summary
SHAREHOLDERS' EQUITY - Summary of Stock Repurchase Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock Repurchase Program [Roll Forward] | |||
Number of shares repurchased, beginning of period (in shares) | 11,633,731 | ||
Cost of shares repurchased, for the year | $ 465 | $ 96 | $ 88 |
Number of shares repurchased, end of period (in shares) | 33,438,176 | 11,633,731 | |
Treasury Stock | |||
Stock Repurchase Program [Roll Forward] | |||
Number of shares repurchased, beginning of period (in shares) | 11,687,774 | ||
Cost of shares repurchased, beginning of period | $ 793 | ||
Average price paid per share, beginning of period (in usd per share) | $ 67.85 | ||
Number of shares repurchased, for the year (in shares) | 4,731,176 | ||
Cost of shares repurchased, for the year | $ 465 | $ 96 | $ 88 |
Average price paid per share, for the year (in usd per share) | $ 98.24 | ||
Number of shares repurchased, end of period (in shares) | 16,418,950 | 11,687,774 | |
Cost of shares repurchased, end of period | $ 1,258 | $ 793 | |
Average price paid per share, end of period (in usd per share) | $ 76.60 | $ 67.85 |
SHAREHOLDERS' EQUITY - Cash Div
SHAREHOLDERS' EQUITY - Cash Dividend Declared (Detail) - $ / shares | Dec. 09, 2019 | Sep. 05, 2019 | May 09, 2019 | Feb. 15, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Equity [Abstract] | |||||||
Dividends declared per share of common stock (in usd per share) | $ 0.54 | $ 0.45 | $ 0.45 | $ 0.45 | $ 1.89 | $ 1.65 | $ 1.45 |
SHARE-BASED COMPENSATION - Addi
SHARE-BASED COMPENSATION - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options outstanding (in shares) | 3,000 | ||
Outstanding (in usd per share) | $ 20.62 | ||
Share-based compensation expense | $ 37 | $ 35 | $ 16 |
Payroll and benefits liability | $ 186 | $ 210 | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 6,000,000 | ||
Number of shares available for grant | 1,000,000 | ||
Stock options outstanding (in shares) | 0 | 0 | |
Stock options exercisable (in shares) | 0 | 0 | |
Grants in period (in shares) | 0 | 0 | 0 |
Share-based compensation expense | $ 0 | $ 0 | $ 0 |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant date fair value (in usd per share) | $ 95.66 | ||
Aggregate intrinsic value, vested (less than) | $ 34 | $ 48 | 18 |
Outstanding awards (in shares) | 1,137,897 | 1,060,661 | |
Share-based compensation expense | $ 34 | $ 32 | $ 14 |
Nonvested awards (in usd per share) | $ 92.53 | $ 89.11 | |
SARs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant date fair value (in usd per share) | $ 28.89 | $ 44.75 | $ 27.63 |
Aggregate intrinsic value, vested (less than) | $ 4 | $ 1 | $ 6 |
Aggregate intrinsic value, exercised | $ 11 | $ 2 | 19 |
Outstanding awards (in shares) | 696,147 | 697,178 | |
Share-based compensation expense | $ 3 | $ 3 | $ 2 |
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 500,000 | ||
Percentage of fair market value of common stock (not less than) | 95.00% | ||
Employees and Non Employee Directors | Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant date fair value (in usd per share) | $ 120.04 | $ 95.12 | |
ILG, Inc | Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate intrinsic value, vested (less than) | $ 15 | $ 24 | |
Legacy ILG | Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for grant | 1,000,000 |
SHARE-BASED COMPENSATION - Shar
SHARE-BASED COMPENSATION - Share-based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 37 | $ 35 | $ 16 |
Service-based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 17 | 12 | 10 |
Performance-based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 7 | 7 | 4 |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 34 | 32 | 14 |
ILG Acquisition Converted Restricted Stock Unit RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 10 | 13 | 0 |
SARs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 3 | 3 | 2 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 0 | $ 0 | $ 0 |
SHARE-BASED COMPENSATION - Defe
SHARE-BASED COMPENSATION - Deferred Compensation Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deferred compensation costs related to unvested awards | $ 31 | $ 39 |
Service-based RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deferred compensation costs related to unvested awards | 17 | 16 |
Performance-based RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deferred compensation costs related to unvested awards | 10 | 7 |
ILG Acquisition Converted Restricted Stock Unit RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deferred compensation costs related to unvested awards | 3 | 15 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deferred compensation costs related to unvested awards | 30 | 38 |
SARs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deferred compensation costs related to unvested awards | $ 1 | 1 |
Outstanding, weighted average remaining contractual terms | 4 years | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deferred compensation costs related to unvested awards | $ 0 | $ 0 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, weighted average remaining contractual terms | 1 year | |
Deferred compensation expense weighted average expected recognition period | 1 year | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, weighted average remaining contractual terms | 2 years | |
Deferred compensation expense weighted average expected recognition period | 3 years |
SHARE-BASED COMPENSATION - Chan
SHARE-BASED COMPENSATION - Changes in Marriott Vacations Worldwide RSUs Issued to Marriott International and Marriott Vacations Worldwide Employees (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Service-based RSUs | |
Number of Awards | |
Outstanding at beginning of year (in shares) | shares | 753,581 |
Stock awards, grants in period (in shares) | shares | 194,075 |
Stock awards, distributed in period (in shares) | shares | (278,729) |
Stock awards, forfeited in period (in shares) | shares | (20,352) |
Outstanding at year-end (in shares) | shares | 648,575 |
Weighted Average Grant-Date Fair Value Per Share | |
Outstanding at beginning of year (in usd per share) | $ / shares | $ 89.66 |
Granted (in usd per share) | $ / shares | 96.16 |
Distributed (in usd per share) | $ / shares | 101.49 |
Forfeited (in usd per share) | $ / shares | 110.44 |
Outstanding at year-end (in usd per share) | $ / shares | $ 85.87 |
Performance-based RSUs | |
Number of Awards | |
Outstanding at beginning of year (in shares) | shares | 307,080 |
Stock awards, grants in period (in shares) | shares | 325,638 |
Stock awards, distributed in period (in shares) | shares | (76,839) |
Stock awards, forfeited in period (in shares) | shares | (66,557) |
Outstanding at year-end (in shares) | shares | 489,322 |
Weighted Average Grant-Date Fair Value Per Share | |
Outstanding at beginning of year (in usd per share) | $ / shares | $ 87.75 |
Granted (in usd per share) | $ / shares | 95.36 |
Distributed (in usd per share) | $ / shares | 58.40 |
Forfeited (in usd per share) | $ / shares | 58.90 |
Outstanding at year-end (in usd per share) | $ / shares | $ 101.35 |
Restricted stock units | |
Number of Awards | |
Outstanding at beginning of year (in shares) | shares | 1,060,661 |
Stock awards, grants in period (in shares) | shares | 519,713 |
Stock awards, distributed in period (in shares) | shares | (355,568) |
Stock awards, forfeited in period (in shares) | shares | (86,909) |
Outstanding at year-end (in shares) | shares | 1,137,897 |
Weighted Average Grant-Date Fair Value Per Share | |
Outstanding at beginning of year (in usd per share) | $ / shares | $ 89.11 |
Granted (in usd per share) | $ / shares | 95.66 |
Distributed (in usd per share) | $ / shares | 92.18 |
Forfeited (in usd per share) | $ / shares | 70.97 |
Outstanding at year-end (in usd per share) | $ / shares | $ 92.53 |
SHARE-BASED COMPENSATION - Ch_2
SHARE-BASED COMPENSATION - Changes in Outstanding Marriott Vacations Worldwide SARs Issued to Both Marriott International and Marriott Vacations Worldwide Employees and Directors (Details) - SARs $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Number of SARs | |
Outstanding at beginning of year (in shares) | shares | 697,178 |
Granted in period (in shares) | shares | 111,111 |
Exercised (in shares) | shares | (112,142) |
Forfeited (in shares) | shares | 0 |
Outstanding at year-end (in shares) | shares | 696,147 |
Weighted Average Exercise Price Per SAR | |
Outstanding at beginning of year (in usd per share) | $ / shares | $ 55.96 |
Granted (in usd per share) | $ / shares | 100.52 |
Exercised (in usd per share) | $ / shares | 24.23 |
Forfeited (in usd per share) | $ / shares | 0 |
Outstanding at year-end (in usd per share) | $ / shares | $ 68.18 |
Intrinsic value, outstanding | $ | $ 44 |
Outstanding, weighted average remaining contractual life | 5 years |
Exercisable (in shares) | shares | 470,505 |
Exercisable, weighted average value (in usd per share) | $ / shares | $ 51.63 |
Aggregate intrinsic value, exercisable | $ | $ 37 |
Outstanding, weighted average remaining contractual terms | 4 years |
SHARE-BASED COMPENSATION - Assu
SHARE-BASED COMPENSATION - Assumptions Used to Estimate Fair Value of Grants (Detail) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement [Abstract] | |||
Expected volatility | 31.10% | 30.78% | 30.41% |
Dividend yield | 1.76% | 1.11% | 1.44% |
Risk-free rate | 2.59% | 2.68% | 2.06% |
Expected term (in years) | 6 years 3 months | 6 years 3 months | 6 years 3 months |
VARIABLE INTEREST ENTITIES - Cl
VARIABLE INTEREST ENTITIES - Classifications of Consolidated VIE Assets and Liabilities (Details) - Variable Interest Entity $ in Millions | Dec. 31, 2019USD ($) |
Variable Interest Entity [Line Items] | |
VIE Assets | $ 1,827 |
VIE Liabilities | 1,873 |
Securitized debt | |
Variable Interest Entity [Line Items] | |
VIE Liabilities | 1,871 |
Vacation ownership notes receivable, net of reserves | |
Variable Interest Entity [Line Items] | |
VIE Assets | 1,750 |
Interest receivable | |
Variable Interest Entity [Line Items] | |
VIE Assets | 13 |
Restricted cash | |
Variable Interest Entity [Line Items] | |
VIE Assets | 64 |
Interest payable | |
Variable Interest Entity [Line Items] | |
VIE Liabilities | 2 |
Vacation Ownership Notes Receivable Securitizations | |
Variable Interest Entity [Line Items] | |
VIE Assets | 1,803 |
VIE Liabilities | 1,852 |
Vacation Ownership Notes Receivable Securitizations | Securitized debt | |
Variable Interest Entity [Line Items] | |
VIE Liabilities | 1,850 |
Vacation Ownership Notes Receivable Securitizations | Vacation ownership notes receivable, net of reserves | |
Variable Interest Entity [Line Items] | |
VIE Assets | 1,726 |
Vacation Ownership Notes Receivable Securitizations | Interest receivable | |
Variable Interest Entity [Line Items] | |
VIE Assets | 13 |
Vacation Ownership Notes Receivable Securitizations | Restricted cash | |
Variable Interest Entity [Line Items] | |
VIE Assets | 64 |
Vacation Ownership Notes Receivable Securitizations | Interest payable | |
Variable Interest Entity [Line Items] | |
VIE Liabilities | 2 |
Warehouse Credit Facility | |
Variable Interest Entity [Line Items] | |
VIE Assets | 24 |
VIE Liabilities | 21 |
Warehouse Credit Facility | Securitized debt | |
Variable Interest Entity [Line Items] | |
VIE Liabilities | 21 |
Warehouse Credit Facility | Vacation ownership notes receivable, net of reserves | |
Variable Interest Entity [Line Items] | |
VIE Assets | 24 |
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 | $ 0 |
VARIABLE INTEREST ENTITIES - In
VARIABLE INTEREST ENTITIES - Interest Income and Expense Recognized as a Result of Our Involvement with Variable Interest Entities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Variable Interest Entity [Line Items] | |||
Interest income | $ 264 | $ 175 | $ 128 |
Administrative expenses | 300 | $ 198 | $ 106 |
Variable Interest Entity | |||
Variable Interest Entity [Line Items] | |||
Interest income | 231 | ||
Interest expense to investors | 55 | ||
Debt issuance cost amortization | 6 | ||
Administrative expenses | 1 | ||
Variable Interest Entity | Vacation Ownership Notes Receivable Securitizations | |||
Variable Interest Entity [Line Items] | |||
Interest income | 219 | ||
Interest expense to investors | 51 | ||
Debt issuance cost amortization | 5 | ||
Administrative expenses | 1 | ||
Variable Interest Entity | Warehouse Credit Facility | |||
Variable Interest Entity [Line Items] | |||
Interest income | 12 | ||
Interest expense to investors | 4 | ||
Debt issuance cost amortization | 1 | ||
Administrative expenses | $ 0 |
VARIABLE INTEREST ENTITIES - Ca
VARIABLE INTEREST ENTITIES - Cash Flows Between Company and Variable Interest Entities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Vacation Ownership Notes Receivable Securitizations | |||
Cash Inflows | |||
Net proceeds from vacation ownership notes receivable securitizations | $ 815 | $ 419 | |
Principal receipts | 477 | 322 | |
Interest receipts | 214 | 145 | |
Reserve release | 184 | 168 | |
Total | 1,690 | 1,054 | |
Cash Outflows | |||
Principal to investors | (507) | (329) | |
Voluntary repurchases of defaulted vacation ownership notes receivable | (54) | (31) | $ (28) |
Voluntary clean-up call | (22) | (22) | |
Interest to investors | (49) | (31) | |
Funding of restricted cash | (169) | (110) | |
Total | (801) | (523) | |
Net Cash Flows | 889 | 531 | |
Warehouse Credit Facility | |||
Cash Inflows | |||
Net proceeds from vacation ownership notes receivable securitizations | 202 | 116 | |
Principal receipts | 14 | 1 | |
Interest receipts | 13 | 1 | |
Reserve release | 2 | 0 | |
Total | 231 | 118 | |
Cash Outflows | |||
Principal to investors | (12) | 0 | |
Repayment of Warehouse Credit Facility | (285) | 0 | |
Interest to investors | (4) | (1) | |
Funding of restricted cash | (2) | (1) | |
Total | (303) | (2) | |
Net Cash Flows | $ (72) | $ 116 |
VARIABLE INTEREST ENTITIES - Ad
VARIABLE INTEREST ENTITIES - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Variable Interest Entity [Line Items] | ||||
Accounts receivable, net | $ 323 | $ 323 | $ 324 | |
Accrued liabilities | 397 | 397 | 246 | |
Property and equipment | 751 | 751 | 951 | |
Finance lease liabilities | 14 | 14 | ||
finance lease liabilities | 14 | 14 | 17 | |
San Francisco, California | Variable Interest Entity, Not Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Accounts receivable, net | 2 | 2 | ||
Notes receivable (less than) | 1 | 1 | ||
Accrued liabilities | 1 | 1 | ||
Maximum loss exposure, amount | 2 | 2 | ||
New York City | ||||
Variable Interest Entity [Line Items] | ||||
Purchase of vacation ownership units | 20 | |||
New York City | Variable Interest Entity, Not Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Notes receivable (less than) | 1 | 1 | ||
Accrued liabilities | 1 | 1 | ||
Maximum loss exposure, amount | 20 | 20 | ||
Property and equipment | 28 | 28 | ||
Finance lease liabilities | 8 | 8 | ||
Purchase of vacation ownership units | 20 | |||
finance lease liabilities | 7 | 7 | ||
Vacation Ownership Notes Receivable Securitizations | ||||
Variable Interest Entity [Line Items] | ||||
Voluntary repurchase of defaulted notes receivable | 54 | 31 | $ 28 | |
Voluntary repurchase of other non-defaulted notes receivable | $ 356 | $ 356 | $ 39 | $ 57 |
BUSINESS SEGMENTS - Additional
BUSINESS SEGMENTS - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2019brandSegment | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Disclosure [Line Items] | |||
Number of business segments | Segment | 2 | ||
Geographic Concentration Risk | Revenue | All other countries | |||
Segment Reporting Disclosure [Line Items] | |||
Concentration risk | 13.00% | 13.00% | 13.00% |
Vacation Ownership | |||
Segment Reporting Disclosure [Line Items] | |||
Number of brands | brand | 7 |
BUSINESS SEGMENTS - Revenues (D
BUSINESS SEGMENTS - Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
TOTAL REVENUES | $ 1,145 | $ 1,082 | $ 1,068 | $ 1,060 | $ 1,052 | $ 750 | $ 595 | $ 571 | $ 4,355 | $ 2,968 | $ 2,183 |
Revenues excluding cost reimbursement | 3,247 | 2,043 | 1,433 | ||||||||
United States | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues excluding cost reimbursement | 2,835 | 1,780 | 1,247 | ||||||||
All other countries | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
Revenues excluding cost reimbursement | 412 | 263 | 186 | ||||||||
Vacation Ownership | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
TOTAL REVENUES | 3,869 | 2,803 | 2,183 | ||||||||
Exchange & Third-Party Management | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
TOTAL REVENUES | 454 | 161 | 0 | ||||||||
Operating Segments | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
TOTAL REVENUES | 4,323 | 2,964 | 2,183 | ||||||||
Operating Segments | Vacation Ownership | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
TOTAL REVENUES | 3,869 | 2,803 | 2,183 | ||||||||
Operating Segments | Exchange & Third-Party Management | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
TOTAL REVENUES | 454 | 161 | 0 | ||||||||
Corporate and other | |||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||||||
TOTAL REVENUES | $ 32 | $ 4 | $ 0 |
BUSINESS SEGMENTS - Reconciliat
BUSINESS SEGMENTS - Reconciliation of Adjusted EBITDA to Net Income (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||
Corporate and other | $ (272) | $ (169) | $ (89) | ||||||||
Interest expense | (132) | (54) | (10) | ||||||||
Tax provision | (83) | (51) | (5) | ||||||||
Depreciation and amortization | (141) | (62) | (21) | ||||||||
Non-cash share-based compensation expense | (37) | (35) | (16) | ||||||||
Certain items | (227) | (162) | (7) | ||||||||
Net income (loss) attributable to common shareholders | $ 74 | $ (9) | $ 49 | $ 24 | $ 44 | $ (36) | $ 11 | $ 36 | 138 | 55 | 235 |
Vacation Ownership | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA | 800 | 511 | 383 | ||||||||
Exchange & Third-Party Management | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Adjusted EBITDA | $ 230 | $ 77 | $ 0 |
BUSINESS SEGMENTS - Depreciatio
BUSINESS SEGMENTS - Depreciation and Amortization (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Depreciation by Segment [Line Items] | |||
Depreciation and amortization | $ 141 | $ 62 | $ 21 |
Operating Segments | |||
Reconciliation of Depreciation by Segment [Line Items] | |||
Depreciation and amortization | 115 | 53 | 17 |
Operating Segments | Vacation Ownership | |||
Reconciliation of Depreciation by Segment [Line Items] | |||
Depreciation and amortization | 68 | 37 | 17 |
Operating Segments | Exchange & Third-Party Management | |||
Reconciliation of Depreciation by Segment [Line Items] | |||
Depreciation and amortization | 47 | 16 | 0 |
Corporate and other | |||
Reconciliation of Depreciation by Segment [Line Items] | |||
Depreciation and amortization | $ 26 | $ 9 | $ 4 |
BUSINESS SEGMENTS - Assets (Det
BUSINESS SEGMENTS - Assets (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Segment Reporting Information [Line Items] | ||
TOTAL ASSETS | $ 9,214 | $ 9,018 |
Property and equipment | 751 | 951 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property and equipment | 580 | 748 |
All other countries | ||
Segment Reporting Information [Line Items] | ||
Property and equipment | 171 | 203 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
TOTAL ASSETS | 8,507 | 8,457 |
Operating Segments | Vacation Ownership | ||
Segment Reporting Information [Line Items] | ||
TOTAL ASSETS | 7,345 | 7,275 |
Operating Segments | Exchange & Third-Party Management | ||
Segment Reporting Information [Line Items] | ||
TOTAL ASSETS | 1,162 | 1,182 |
Corporate and other | ||
Segment Reporting Information [Line Items] | ||
TOTAL ASSETS | $ 707 | $ 561 |
BUSINESS SEGMENTS - Capital Exp
BUSINESS SEGMENTS - Capital Expenditures (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Capital Expenditures | $ 293 | $ 252 | $ 181 |
Operating Segments | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Capital Expenditures | 280 | 250 | 174 |
Operating Segments | Vacation Ownership | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Capital Expenditures | 266 | 245 | 174 |
Operating Segments | Exchange & Third-Party Management | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Capital Expenditures | 14 | 5 | 0 |
Corporate and other | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Capital Expenditures | $ 13 | $ 2 | $ 7 |
QUARTERLY RESULTS (UNAUDITED)_2
QUARTERLY RESULTS (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 1,145 | $ 1,082 | $ 1,068 | $ 1,060 | $ 1,052 | $ 750 | $ 595 | $ 571 | $ 4,355 | $ 2,968 | $ 2,183 |
Expenses | (991) | (1,012) | (925) | (969) | (939) | (698) | (546) | (518) | (3,897) | (2,701) | (1,937) |
Net income (loss) attributable to common shareholders | $ 74 | $ (9) | $ 49 | $ 24 | $ 44 | $ (36) | $ 11 | $ 36 | $ 138 | $ 55 | $ 235 |
Basic earnings per share (in usd per share) | $ 1.74 | $ (0.21) | $ 1.11 | $ 0.52 | $ 0.92 | $ (1.08) | $ 0.40 | $ 1.35 | $ 3.13 | $ 1.64 | $ 8.70 |
Diluted earnings per share (in usd per share) | $ 1.71 | $ (0.21) | $ 1.10 | $ 0.51 | $ 0.91 | $ (1.08) | $ 0.39 | $ 1.32 | $ 3.09 | $ 1.61 | $ 8.49 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - $ / shares | Feb. 14, 2020 | Dec. 09, 2019 | Sep. 05, 2019 | May 09, 2019 | Feb. 15, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | ||||||||
Dividends declared per share of common stock (in usd per share) | $ 0.54 | $ 0.45 | $ 0.45 | $ 0.45 | $ 1.89 | $ 1.65 | $ 1.45 | |
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Dividends declared per share of common stock (in usd per share) | $ 0.54 |
SUPPLEMENTAL GUARANTOR INFORM_3
SUPPLEMENTAL GUARANTOR INFORMATION - Balance Sheet (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Condensed Financial Statements, Captions [Line Items] | ||
Cash and cash equivalents | $ 287 | $ 231 |
Restricted cash | 414 | 383 |
Accounts receivable, net | 323 | 324 |
Vacation ownership notes receivable, net | 2,233 | 2,039 |
Inventory | 859 | 863 |
Property and equipment | 751 | 951 |
Goodwill | 2,892 | 2,828 |
Intangibles, net | 1,027 | 1,107 |
Due from parent | 0 | |
Investments in subsidiaries | 0 | 0 |
Other | 428 | 292 |
TOTAL ASSETS | 9,214 | 9,018 |
Accounts payable | 286 | 301 |
Advance deposits | 187 | 171 |
Accrued liabilities | 397 | 246 |
Deferred revenue | 433 | 383 |
Payroll and benefits liability | 186 | 210 |
Deferred compensation liability | 110 | 93 |
Securitized debt, net | 1,871 | 1,714 |
Debt, net | 2,216 | 2,104 |
Due to subsidiary | 0 | |
Other | 197 | 12 |
Deferred Income Tax Liabilities, Net | 300 | 318 |
MVW shareholders' equity | 3,019 | 3,461 |
Noncontrolling interests | 12 | 5 |
TOTAL LIABILITIES AND EQUITY | 9,214 | 9,018 |
MVWC | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Cash and cash equivalents | 0 | 1 |
Restricted cash | 0 | 0 |
Accounts receivable, net | 73 | 31 |
Vacation ownership notes receivable, net | 0 | 0 |
Inventory | 0 | 0 |
Property and equipment | 0 | 0 |
Goodwill | 0 | 2,828 |
Intangibles, net | 0 | 0 |
Due from parent | 0 | |
Investments in subsidiaries | 3,193 | 2,681 |
Other | 39 | 27 |
TOTAL ASSETS | 3,305 | 5,568 |
Accounts payable | 66 | 50 |
Advance deposits | 0 | 0 |
Accrued liabilities | 4 | 7 |
Deferred revenue | 0 | 0 |
Payroll and benefits liability | 5 | 15 |
Deferred compensation liability | 0 | 0 |
Securitized debt, net | 0 | 0 |
Debt, net | 207 | 199 |
Due to subsidiary | 1,834 | |
Other | 4 | 2 |
Deferred Income Tax Liabilities, Net | 0 | 0 |
MVW shareholders' equity | 3,019 | 3,461 |
Noncontrolling interests | 0 | 0 |
TOTAL LIABILITIES AND EQUITY | 3,305 | 5,568 |
Senior MVW Notes | Total Eliminations | ||
Condensed Financial Statements, Captions [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Accounts receivable, net | (4) | 0 |
Vacation ownership notes receivable, net | 0 | 0 |
Inventory | 0 | 0 |
Property and equipment | 0 | 0 |
Goodwill | 0 | 0 |
Intangibles, net | 0 | 0 |
Due from parent | (1,834) | |
Investments in subsidiaries | (7,922) | (4,649) |
Other | (35) | (75) |
TOTAL ASSETS | (7,961) | (6,558) |
Accounts payable | (1) | 0 |
Advance deposits | 0 | 0 |
Accrued liabilities | (12) | (24) |
Deferred revenue | (1) | (4) |
Payroll and benefits liability | 0 | 0 |
Deferred compensation liability | 0 | 0 |
Securitized debt, net | 0 | 0 |
Debt, net | 0 | 0 |
Due to subsidiary | (1,834) | |
Other | 0 | 0 |
Deferred Income Tax Liabilities, Net | 0 | 4 |
MVW shareholders' equity | (7,947) | (4,700) |
Noncontrolling interests | 0 | 0 |
TOTAL LIABILITIES AND EQUITY | (7,961) | (6,558) |
Senior MVW Notes | Senior Notes Guarantors | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Cash and cash equivalents | 61 | 39 |
Restricted cash | 57 | 122 |
Accounts receivable, net | 81 | 169 |
Vacation ownership notes receivable, net | 255 | 183 |
Inventory | 440 | 475 |
Property and equipment | 259 | 308 |
Goodwill | 2,892 | 0 |
Intangibles, net | 966 | 1,065 |
Due from parent | 0 | |
Investments in subsidiaries | 0 | 0 |
Other | 232 | 251 |
TOTAL ASSETS | 5,243 | 2,612 |
Accounts payable | 117 | 213 |
Advance deposits | 88 | 89 |
Accrued liabilities | 168 | 10 |
Deferred revenue | 92 | 253 |
Payroll and benefits liability | 62 | 83 |
Deferred compensation liability | 16 | 13 |
Securitized debt, net | 0 | 0 |
Debt, net | 7 | 179 |
Due to subsidiary | 0 | |
Other | 86 | 1 |
Deferred Income Tax Liabilities, Net | 162 | 157 |
MVW shareholders' equity | 4,445 | 1,617 |
Noncontrolling interests | 0 | (3) |
TOTAL LIABILITIES AND EQUITY | 5,243 | 2,612 |
Senior MVW Notes | Non-Guarantor Subsidiaries | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Cash and cash equivalents | 138 | 127 |
Restricted cash | 336 | 242 |
Accounts receivable, net | 96 | 104 |
Vacation ownership notes receivable, net | 1,829 | 1,735 |
Inventory | 124 | 176 |
Property and equipment | 259 | 203 |
Goodwill | 0 | 0 |
Intangibles, net | 61 | 42 |
Due from parent | 0 | |
Investments in subsidiaries | 0 | 0 |
Other | 121 | 36 |
TOTAL ASSETS | 2,964 | 2,665 |
Accounts payable | 12 | 25 |
Advance deposits | 24 | 17 |
Accrued liabilities | 106 | 150 |
Deferred revenue | 337 | 128 |
Payroll and benefits liability | 22 | 16 |
Deferred compensation liability | 1 | 1 |
Securitized debt, net | 1,871 | 1,714 |
Debt, net | 0 | 0 |
Due to subsidiary | 0 | |
Other | 19 | 3 |
Deferred Income Tax Liabilities, Net | 30 | 24 |
MVW shareholders' equity | 530 | 579 |
Noncontrolling interests | 12 | 8 |
TOTAL LIABILITIES AND EQUITY | 2,964 | 2,665 |
MORI | Senior MVW Notes | Issuers | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Cash and cash equivalents | 84 | 62 |
Restricted cash | 21 | 19 |
Accounts receivable, net | 77 | 20 |
Vacation ownership notes receivable, net | 149 | 121 |
Inventory | 295 | 212 |
Property and equipment | 233 | 439 |
Goodwill | 0 | 0 |
Intangibles, net | 0 | 0 |
Due from parent | 1,834 | |
Investments in subsidiaries | 4,729 | 93 |
Other | 71 | 53 |
TOTAL ASSETS | 5,659 | 2,853 |
Accounts payable | 92 | 13 |
Advance deposits | 75 | 65 |
Accrued liabilities | 104 | 96 |
Deferred revenue | 5 | 6 |
Payroll and benefits liability | 97 | 96 |
Deferred compensation liability | 93 | 79 |
Securitized debt, net | 0 | 0 |
Debt, net | 2,002 | 1,726 |
Due to subsidiary | 0 | |
Other | 36 | 6 |
Deferred Income Tax Liabilities, Net | 108 | 133 |
MVW shareholders' equity | 3,047 | 633 |
Noncontrolling interests | 0 | 0 |
TOTAL LIABILITIES AND EQUITY | 5,659 | 2,853 |
ILG | Senior MVW Notes | Issuers | Reportable Legal Entities | ||
Condensed Financial Statements, Captions [Line Items] | ||
Cash and cash equivalents | 4 | 2 |
Restricted cash | 0 | 0 |
Accounts receivable, net | 0 | 0 |
Vacation ownership notes receivable, net | 0 | 0 |
Inventory | 0 | 0 |
Property and equipment | 0 | 1 |
Goodwill | 0 | 0 |
Intangibles, net | 0 | 0 |
Due from parent | 0 | |
Investments in subsidiaries | 0 | 1,875 |
Other | 0 | 0 |
TOTAL ASSETS | 4 | 1,878 |
Accounts payable | 0 | 0 |
Advance deposits | 0 | 0 |
Accrued liabilities | 27 | 7 |
Deferred revenue | 0 | 0 |
Payroll and benefits liability | 0 | 0 |
Deferred compensation liability | 0 | 0 |
Securitized debt, net | 0 | 0 |
Debt, net | 0 | 0 |
Due to subsidiary | 0 | |
Other | 52 | 0 |
Deferred Income Tax Liabilities, Net | 0 | 0 |
MVW shareholders' equity | (75) | 1,871 |
Noncontrolling interests | 0 | 0 |
TOTAL LIABILITIES AND EQUITY | $ 4 | $ 1,878 |
SUPPLEMENTAL GUARANTOR INFORM_4
SUPPLEMENTAL GUARANTOR INFORMATION - Income Statement (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Revenues | $ 1,145 | $ 1,082 | $ 1,068 | $ 1,060 | $ 1,052 | $ 750 | $ 595 | $ 571 | $ 4,355 | $ 2,968 | $ 2,183 |
Expenses | (991) | (1,012) | (925) | (969) | (939) | (698) | (546) | (518) | (3,897) | (2,701) | (1,937) |
Gains and other income, net | 16 | 21 | 6 | ||||||||
Interest expense | (132) | (54) | (10) | ||||||||
ILG acquisition-related costs | (118) | (127) | (1) | ||||||||
Other | 1 | (4) | (1) | ||||||||
Benefit (provision) for income taxes | (83) | (51) | (5) | ||||||||
Equity in net income of subsidiaries | 0 | 0 | 0 | ||||||||
NET INCOME | 142 | 52 | 235 | ||||||||
Net (income) loss attributable to noncontrolling interests | (4) | 3 | 0 | ||||||||
Net income (loss) attributable to common shareholders | $ 74 | $ (9) | $ 49 | $ 24 | $ 44 | $ (36) | $ 11 | $ 36 | 138 | 55 | 235 |
Reportable Legal Entities | MVWC | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Expenses | (25) | (20) | (8) | ||||||||
Gains and other income, net | 0 | 0 | 0 | ||||||||
Interest expense | (11) | (10) | (3) | ||||||||
ILG acquisition-related costs | 0 | (11) | 0 | ||||||||
Other | 0 | 0 | 0 | ||||||||
Benefit (provision) for income taxes | 11 | 21 | 0 | ||||||||
Equity in net income of subsidiaries | 163 | 75 | 246 | ||||||||
NET INCOME | 138 | 55 | 235 | ||||||||
Net (income) loss attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Net income (loss) attributable to common shareholders | 138 | 55 | 235 | ||||||||
Senior MVW Notes | Reportable Legal Entities | Senior Notes Guarantors | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Revenues | 2,612 | 1,664 | 1,125 | ||||||||
Expenses | (2,309) | (1,489) | (972) | ||||||||
Gains and other income, net | 8 | (3) | (1) | ||||||||
Interest expense | (4) | (3) | (3) | ||||||||
ILG acquisition-related costs | (15) | (33) | 0 | ||||||||
Other | 1 | (4) | 0 | ||||||||
Benefit (provision) for income taxes | (109) | (66) | (3) | ||||||||
Equity in net income of subsidiaries | 0 | 0 | 0 | ||||||||
NET INCOME | 184 | 66 | 146 | ||||||||
Net (income) loss attributable to noncontrolling interests | (4) | 1 | 0 | ||||||||
Net income (loss) attributable to common shareholders | 180 | 67 | 146 | ||||||||
Senior MVW Notes | Reportable Legal Entities | Non-Guarantor Subsidiaries | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Revenues | 1,009 | 553 | 347 | ||||||||
Expenses | (766) | (462) | (269) | ||||||||
Gains and other income, net | 9 | 1 | (1) | ||||||||
Interest expense | 0 | (2) | 0 | ||||||||
ILG acquisition-related costs | (7) | 0 | 0 | ||||||||
Other | 0 | 0 | 0 | ||||||||
Benefit (provision) for income taxes | (94) | (45) | (1) | ||||||||
Equity in net income of subsidiaries | 0 | 0 | 0 | ||||||||
NET INCOME | 151 | 45 | 76 | ||||||||
Net (income) loss attributable to noncontrolling interests | 0 | 2 | 0 | ||||||||
Net income (loss) attributable to common shareholders | 151 | 47 | 76 | ||||||||
Senior MVW Notes | Total Eliminations | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Revenues | (30) | (7) | 0 | ||||||||
Expenses | 30 | 7 | 0 | ||||||||
Gains and other income, net | 0 | 0 | 0 | ||||||||
Interest expense | 0 | 0 | 0 | ||||||||
ILG acquisition-related costs | 0 | 0 | 0 | ||||||||
Other | 0 | 0 | 0 | ||||||||
Benefit (provision) for income taxes | 0 | 0 | 0 | ||||||||
Equity in net income of subsidiaries | (468) | (209) | (462) | ||||||||
NET INCOME | (468) | (209) | (462) | ||||||||
Net (income) loss attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Net income (loss) attributable to common shareholders | (468) | (209) | (462) | ||||||||
MORI | Senior MVW Notes | Reportable Legal Entities | Issuers | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Revenues | 764 | 758 | 711 | ||||||||
Expenses | (827) | (737) | (688) | ||||||||
Gains and other income, net | (1) | 23 | 8 | ||||||||
Interest expense | (117) | (39) | (4) | ||||||||
ILG acquisition-related costs | (96) | (83) | (1) | ||||||||
Other | 0 | 0 | (1) | ||||||||
Benefit (provision) for income taxes | 109 | 39 | (1) | ||||||||
Equity in net income of subsidiaries | 305 | 124 | 216 | ||||||||
NET INCOME | 137 | 85 | 240 | ||||||||
Net (income) loss attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Net income (loss) attributable to common shareholders | 137 | 85 | 240 | ||||||||
ILG | Senior MVW Notes | Reportable Legal Entities | Issuers | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Expenses | 0 | 0 | 0 | ||||||||
Gains and other income, net | 0 | 0 | 0 | ||||||||
Interest expense | 0 | 0 | 0 | ||||||||
ILG acquisition-related costs | 0 | 0 | 0 | ||||||||
Other | 0 | 0 | 0 | ||||||||
Benefit (provision) for income taxes | 0 | 0 | 0 | ||||||||
Equity in net income of subsidiaries | 0 | 10 | 0 | ||||||||
NET INCOME | 0 | 10 | 0 | ||||||||
Net (income) loss attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Net income (loss) attributable to common shareholders | $ 0 | $ 10 | $ 0 |
SUPPLEMENTAL GUARANTOR INFORM_5
SUPPLEMENTAL GUARANTOR INFORMATION - Cash Flow (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Financial Statements, Captions [Line Items] | |||
Net cash, cash equivalents and restricted cash (used in) provided by operating activities | $ 382 | $ 97 | $ 142 |
Net cash, cash equivalents and restricted cash (used in) provided by investing activities | 37 | (1,407) | (38) |
Net cash, cash equivalents and restricted cash provided by (used in) financing activities | (331) | 1,433 | 171 |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | (1) | 0 | 3 |
Cash, cash equivalents and restricted cash, beginning of period | 614 | 491 | 213 |
Cash, cash equivalents and restricted cash, end of period | 701 | 614 | 491 |
Total Eliminations | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash, cash equivalents and restricted cash (used in) provided by operating activities | (141) | 0 | (1) |
Net cash, cash equivalents and restricted cash (used in) provided by investing activities | 0 | (123) | 0 |
Net cash, cash equivalents and restricted cash provided by (used in) financing activities | 141 | 123 | 1 |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | 0 | 0 | 0 |
Cash, cash equivalents and restricted cash, beginning of period | 0 | 0 | 0 |
Cash, cash equivalents and restricted cash, end of period | 0 | 0 | 0 |
MVWC | Reportable Legal Entities | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash, cash equivalents and restricted cash (used in) provided by operating activities | (44) | (28) | (25) |
Net cash, cash equivalents and restricted cash (used in) provided by investing activities | (7) | (1,847) | (12) |
Net cash, cash equivalents and restricted cash provided by (used in) financing activities | 50 | 1,876 | 37 |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | 0 | 0 | 0 |
Cash, cash equivalents and restricted cash, beginning of period | 1 | 0 | 0 |
Cash, cash equivalents and restricted cash, end of period | 0 | 1 | 0 |
Senior Notes Guarantors | Reportable Legal Entities | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash, cash equivalents and restricted cash (used in) provided by operating activities | 311 | 130 | 192 |
Net cash, cash equivalents and restricted cash (used in) provided by investing activities | 15 | 238 | (6) |
Net cash, cash equivalents and restricted cash provided by (used in) financing activities | (369) | (238) | (172) |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | 0 | 0 | 0 |
Cash, cash equivalents and restricted cash, beginning of period | 161 | 31 | 17 |
Cash, cash equivalents and restricted cash, end of period | 118 | 161 | 31 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash, cash equivalents and restricted cash (used in) provided by operating activities | 345 | (128) | (43) |
Net cash, cash equivalents and restricted cash (used in) provided by investing activities | 45 | 334 | (9) |
Net cash, cash equivalents and restricted cash provided by (used in) financing activities | (284) | 80 | 48 |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | (1) | 0 | 3 |
Cash, cash equivalents and restricted cash, beginning of period | 369 | 83 | 84 |
Cash, cash equivalents and restricted cash, end of period | 474 | 369 | 83 |
MORI | Issuers | Reportable Legal Entities | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash, cash equivalents and restricted cash (used in) provided by operating activities | (86) | 123 | 19 |
Net cash, cash equivalents and restricted cash (used in) provided by investing activities | (16) | (11) | (11) |
Net cash, cash equivalents and restricted cash provided by (used in) financing activities | 126 | (408) | 257 |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | 0 | 0 | 0 |
Cash, cash equivalents and restricted cash, beginning of period | 81 | 377 | 112 |
Cash, cash equivalents and restricted cash, end of period | 105 | 81 | 377 |
ILG | Issuers | Reportable Legal Entities | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net cash, cash equivalents and restricted cash (used in) provided by operating activities | (3) | 0 | 0 |
Net cash, cash equivalents and restricted cash (used in) provided by investing activities | 0 | 2 | 0 |
Net cash, cash equivalents and restricted cash provided by (used in) financing activities | 5 | 0 | 0 |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | 0 | 0 | 0 |
Cash, cash equivalents and restricted cash, beginning of period | 2 | 0 | 0 |
Cash, cash equivalents and restricted cash, end of period | $ 4 | $ 2 | $ 0 |
Uncategorized Items - a2019q410
Label | Element | Value |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | $ 3,458,000,000 |
Treasury Stock [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | (790,000,000) |
Parent [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | 3,453,000,000 |
Additional Paid-in Capital [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | 3,721,000,000 |
AOCI Attributable to Parent [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | 6,000,000 |
Common Stock [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | 1,000,000 |
Noncontrolling Interest [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | 5,000,000 |
Retained Earnings [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | 515,000,000 |
Accounting Standards Update 2016-02 [Member] | Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (8,000,000) |