|
Delaware
|
|
001-35219
|
|
45-2598330
|
(State or other jurisdiction
|
|
(Commission
|
|
(IRS Employer
|
of incorporation)
|
|
File Number)
|
|
Identification No.)
|
6649 Westwood Blvd., Orlando, FL
|
32821
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Exhibit Number
|
|
Description
|
|
Consent of Ernst & Young LLP
|
|
|
Consolidated Financial Statements and Notes thereto, as modified to include retrospective adoption of ASU 2014-09, Revenue from Contracts with Customers (Topic 606), and subsequent amendments thereto.
|
|
101.INS
|
|
XBRL Instance Document (Electronically Submitted)
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document (Electronically Submitted)
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document (Electronically Submitted)
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document (Electronically Submitted)
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document (Electronically Submitted)
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document (Electronically Submitted)
|
|
|
MARRIOTT VACATIONS WORLDWIDE CORPORATION
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date:
|
June 5, 2018
|
By:
|
/s/ John E. Geller, Jr.
|
|
|
Name:
|
John E. Geller, Jr.
|
|
|
Title:
|
Executive Vice President and Chief Financial and Administrative Officer
|
1.
|
Registration Statement (Form S-3 No. 333-216203) of Marriott Vacations Worldwide Corporation,
|
2.
|
Registration Statement (Form S-8 No. 333-177798) pertaining to the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan,
|
3.
|
Registration Statement (Form S-8 No. 333-205808) pertaining to the Marriott Vacations Worldwide Corporation Employee Stock Purchase Plan, and
|
4.
|
Registration Statement (Form S-8 No. 333-211037
)
pertaining to the Marriott Vacations Worldwide Corporation Deferred Compensation Plan;
|
|
Page
|
Audited Consolidated Financial Statements
|
|
/s/ Ernst & Young LLP
|
Certified Public Accountants
|
We have served as the Company’s auditor since 2011.
|
Orlando, Florida
|
February 27, 2018
|
except for the retrospective changes for revenue described in Note 1 and the subsequent events described in Note 18, as to which the date is June 5, 2018
|
|
2017
|
|
2016
|
|
2015
|
||||||
REVENUES
|
|
|
|
|
|
||||||
Sale of vacation ownership products
|
$
|
757
|
|
|
$
|
623
|
|
|
$
|
693
|
|
Resort management and other services
|
279
|
|
|
278
|
|
|
269
|
|
|||
Financing
|
135
|
|
|
127
|
|
|
125
|
|
|||
Rental
|
262
|
|
|
252
|
|
|
260
|
|
|||
Cost reimbursements
|
750
|
|
|
720
|
|
|
720
|
|
|||
TOTAL REVENUES
|
2,183
|
|
|
2,000
|
|
|
2,067
|
|
|||
EXPENSES
|
|
|
|
|
|
||||||
Cost of vacation ownership products
|
194
|
|
|
163
|
|
|
218
|
|
|||
Marketing and sales
|
395
|
|
|
340
|
|
|
317
|
|
|||
Resort management and other services
|
155
|
|
|
157
|
|
|
163
|
|
|||
Financing
|
18
|
|
|
19
|
|
|
21
|
|
|||
Rental
|
223
|
|
|
212
|
|
|
211
|
|
|||
General and administrative
|
110
|
|
|
105
|
|
|
106
|
|
|||
Litigation settlement
|
4
|
|
|
(1
|
)
|
|
—
|
|
|||
Organizational and separation related
|
—
|
|
|
—
|
|
|
1
|
|
|||
Consumer financing interest
|
25
|
|
|
24
|
|
|
25
|
|
|||
Royalty fee
|
63
|
|
|
61
|
|
|
59
|
|
|||
Impairment
|
—
|
|
|
—
|
|
|
1
|
|
|||
Cost reimbursements
|
750
|
|
|
720
|
|
|
720
|
|
|||
TOTAL EXPENSES
|
1,937
|
|
|
1,800
|
|
|
1,842
|
|
|||
Gains and other income, net
|
6
|
|
|
11
|
|
|
10
|
|
|||
Interest expense
|
(10
|
)
|
|
(9
|
)
|
|
(13
|
)
|
|||
Other
|
(2
|
)
|
|
(4
|
)
|
|
(8
|
)
|
|||
INCOME BEFORE INCOME TAXES
|
240
|
|
|
198
|
|
|
214
|
|
|||
Provision for income taxes
|
(5
|
)
|
|
(76
|
)
|
|
(87
|
)
|
|||
NET INCOME
|
$
|
235
|
|
|
$
|
122
|
|
|
$
|
127
|
|
|
|
|
|
|
|
||||||
EARNINGS PER SHARE
|
|
|
|
|
|
||||||
Earnings per share - Basic
|
$
|
8.70
|
|
|
$
|
4.37
|
|
|
$
|
4.04
|
|
Earnings per share - Diluted
|
$
|
8.49
|
|
|
$
|
4.29
|
|
|
$
|
3.95
|
|
|
|
|
|
|
|
||||||
CASH DIVIDENDS DECLARED PER SHARE
|
$
|
1.45
|
|
|
$
|
1.25
|
|
|
$
|
1.05
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
235
|
|
|
$
|
122
|
|
|
$
|
127
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
12
|
|
|
(6
|
)
|
|
(6
|
)
|
|||
Total other comprehensive income (loss), net of tax
|
12
|
|
|
(6
|
)
|
|
(6
|
)
|
|||
COMPREHENSIVE INCOME
|
$
|
247
|
|
|
$
|
116
|
|
|
$
|
121
|
|
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
409
|
|
|
$
|
147
|
|
Restricted cash (including $32 and $28 from VIEs, respectively)
|
82
|
|
|
66
|
|
||
Accounts receivable, net (including $6 and $5 from VIEs, respectively)
|
92
|
|
|
85
|
|
||
Vacation ownership notes receivable, net (including $814 and $717 from VIEs, respectively)
|
1,115
|
|
|
970
|
|
||
Inventory
|
728
|
|
|
727
|
|
||
Property and equipment
|
253
|
|
|
203
|
|
||
Other (including $14 and $0 from VIEs, respectively)
|
166
|
|
|
122
|
|
||
TOTAL ASSETS
|
$
|
2,845
|
|
|
$
|
2,320
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Accounts payable
|
$
|
145
|
|
|
$
|
124
|
|
Advance deposits
|
84
|
|
|
82
|
|
||
Accrued liabilities (including $1 and $1 from VIEs, respectively)
|
120
|
|
|
105
|
|
||
Deferred revenue
|
69
|
|
|
59
|
|
||
Payroll and benefits liability
|
112
|
|
|
96
|
|
||
Deferred compensation liability
|
75
|
|
|
63
|
|
||
Debt, net (including $845 and $738 from VIEs, respectively)
|
1,095
|
|
|
737
|
|
||
Other
|
14
|
|
|
16
|
|
||
Deferred taxes
|
90
|
|
|
143
|
|
||
TOTAL LIABILITIES
|
1,804
|
|
|
1,425
|
|
||
Contingencies and Commitments (Note 10)
|
|
|
|
||||
Preferred stock — $.01 par value; 2,000,000 shares authorized; none issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock — $.01 par value; 100,000,000 shares authorized; 36,861,843 and 36,633,868 shares issued, respectively
|
—
|
|
|
—
|
|
||
Treasury stock — at cost; 10,400,547 and 9,643,562 shares, respectively
|
(694
|
)
|
|
(607
|
)
|
||
Additional paid-in capital
|
1,189
|
|
|
1,163
|
|
||
Accumulated other comprehensive income
|
17
|
|
|
5
|
|
||
Retained earnings
|
529
|
|
|
334
|
|
||
TOTAL EQUITY
|
1,041
|
|
|
895
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
2,845
|
|
|
$
|
2,320
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
235
|
|
|
$
|
122
|
|
|
$
|
127
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
21
|
|
|
21
|
|
|
22
|
|
|||
Amortization of debt discount and issuance costs
|
10
|
|
|
6
|
|
|
6
|
|
|||
Vacation ownership notes receivable reserve
|
52
|
|
|
45
|
|
|
36
|
|
|||
Share-based compensation
|
16
|
|
|
14
|
|
|
14
|
|
|||
Loss (gain) on disposal of property and equipment, net
|
2
|
|
|
(11
|
)
|
|
(10
|
)
|
|||
Deferred income taxes
|
(61
|
)
|
|
30
|
|
|
31
|
|
|||
Net change in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(9
|
)
|
|
—
|
|
|
(26
|
)
|
|||
Notes receivable originations
|
(466
|
)
|
|
(357
|
)
|
|
(311
|
)
|
|||
Notes receivable collections
|
270
|
|
|
254
|
|
|
270
|
|
|||
Inventory
|
45
|
|
|
(1
|
)
|
|
73
|
|
|||
Purchase of vacation ownership units for future transfer to inventory
|
(34
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of operating properties for future conversion to inventory
|
—
|
|
|
—
|
|
|
(62
|
)
|
|||
Other assets
|
(21
|
)
|
|
12
|
|
|
(11
|
)
|
|||
Accounts payable, advance deposits and accrued liabilities
|
39
|
|
|
(14
|
)
|
|
26
|
|
|||
Liability for Marriott Rewards customer loyalty program
|
—
|
|
|
—
|
|
|
(89
|
)
|
|||
Deferred revenue
|
9
|
|
|
15
|
|
|
(6
|
)
|
|||
Payroll and benefit liabilities
|
16
|
|
|
(7
|
)
|
|
11
|
|
|||
Deferred compensation liability
|
12
|
|
|
12
|
|
|
9
|
|
|||
Other liabilities
|
—
|
|
|
1
|
|
|
3
|
|
|||
Other, net
|
6
|
|
|
(1
|
)
|
|
6
|
|
|||
Net cash provided by operating activities
|
142
|
|
|
141
|
|
|
119
|
|
|||
|
|
|
|
|
|
||||||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Capital expenditures for property and equipment (excluding inventory)
|
(26
|
)
|
|
(35
|
)
|
|
(36
|
)
|
|||
Purchase of company owned life insurance
|
(12
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of operating property to be sold
|
—
|
|
|
—
|
|
|
(48
|
)
|
|||
Dispositions, net
|
—
|
|
|
69
|
|
|
21
|
|
|||
Net cash (used in) provided by investing activities
|
(38
|
)
|
|
34
|
|
|
(63
|
)
|
|
Common Shares Outstanding
|
|
Common
Stock |
|
Treasury
Stock |
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Income
|
|
Retained
Earnings |
|
Total
Equity |
|||||||||||||
BALANCE AT YEAR-END 2014
|
32
|
|
|
$
|
—
|
|
|
$
|
(229
|
)
|
|
$
|
1,138
|
|
|
$
|
17
|
|
|
$
|
154
|
|
|
$
|
1,080
|
|
Impact of adoption of ASU 2014-09
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||||
OPENING BALANCE 2015
|
32
|
|
|
$
|
—
|
|
|
$
|
(229
|
)
|
|
$
|
1,138
|
|
|
$
|
17
|
|
|
$
|
152
|
|
|
$
|
1,078
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127
|
|
|
127
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
||||||
Amounts related to share-based compensation
|
1
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||
Repurchase of common stock
|
(3
|
)
|
|
—
|
|
|
(201
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(201
|
)
|
||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
(33
|
)
|
||||||
BALANCE AT YEAR-END 2015
|
30
|
|
|
$
|
—
|
|
|
$
|
(430
|
)
|
|
$
|
1,151
|
|
|
$
|
11
|
|
|
$
|
246
|
|
|
$
|
978
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|
122
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
||||||
Amounts related to share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||||
Repurchase of common stock
|
(3
|
)
|
|
—
|
|
|
(178
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178
|
)
|
||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
(34
|
)
|
||||||
Employee stock plan issuance
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
BALANCE AT YEAR-END 2016
|
27
|
|
|
$
|
—
|
|
|
$
|
(607
|
)
|
|
$
|
1,163
|
|
|
$
|
5
|
|
|
$
|
334
|
|
|
$
|
895
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
235
|
|
|
235
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||||
Amounts related to share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||
Repurchase of common stock
|
(1
|
)
|
|
—
|
|
|
(88
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88
|
)
|
||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
(40
|
)
|
||||||
Equity component of convertible notes, net of issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
||||||
Purchase of convertible note hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
||||||
Issuance of warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||||
Employee stock plan issuance
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
BALANCE AT YEAR-END 2017
|
26
|
|
|
$
|
—
|
|
|
$
|
(694
|
)
|
|
$
|
1,189
|
|
|
$
|
17
|
|
|
$
|
529
|
|
|
$
|
1,041
|
|
Fiscal Year
|
|
Fiscal Year-End Date
|
|
Number of Days
|
2017
|
|
December 31, 2017
|
|
366
|
2016
|
|
December 30, 2016
|
|
364
|
2015
|
|
January 1, 2016
|
|
364
|
|
2017
|
||||||||||||||
($ in millions)
|
North America
|
|
Asia Pacific
|
|
Europe
|
|
Total
|
||||||||
Sale of vacation ownership products
|
$
|
692
|
|
|
$
|
42
|
|
|
$
|
23
|
|
|
$
|
757
|
|
|
|
|
|
|
|
|
|
||||||||
Ancillary revenues
|
101
|
|
|
—
|
|
|
17
|
|
|
118
|
|
||||
Management fee revenues
|
80
|
|
|
3
|
|
|
6
|
|
|
89
|
|
||||
Other services revenues
|
69
|
|
|
1
|
|
|
2
|
|
|
72
|
|
||||
Resort management and other services
|
250
|
|
|
4
|
|
|
25
|
|
|
279
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Rental
|
232
|
|
|
10
|
|
|
20
|
|
|
262
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cost reimbursements
|
698
|
|
|
7
|
|
|
45
|
|
|
750
|
|
||||
Revenue from contracts with customers
|
$
|
1,872
|
|
|
$
|
63
|
|
|
$
|
113
|
|
|
$
|
2,048
|
|
|
|
|
|
|
|
|
|
||||||||
Financing
|
128
|
|
|
4
|
|
|
3
|
|
|
135
|
|
||||
Total Revenues
|
$
|
2,000
|
|
|
$
|
67
|
|
|
$
|
116
|
|
|
$
|
2,183
|
|
|
2016
|
||||||||||||||
($ in millions)
|
North America
|
|
Asia Pacific
|
|
Europe
|
|
Total
|
||||||||
Sale of vacation ownership products
|
$
|
559
|
|
|
$
|
40
|
|
|
$
|
24
|
|
|
$
|
623
|
|
|
|
|
|
|
|
|
|
||||||||
Ancillary revenues
|
102
|
|
|
6
|
|
|
16
|
|
|
124
|
|
||||
Management fee revenues
|
76
|
|
|
2
|
|
|
6
|
|
|
84
|
|
||||
Other services revenues
|
66
|
|
|
2
|
|
|
2
|
|
|
70
|
|
||||
Resort management and other services
|
244
|
|
|
10
|
|
|
24
|
|
|
278
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Rental
|
219
|
|
|
15
|
|
|
18
|
|
|
252
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cost reimbursements
|
670
|
|
|
5
|
|
|
45
|
|
|
720
|
|
||||
Revenue from contracts with customers
|
$
|
1,692
|
|
|
$
|
70
|
|
|
$
|
111
|
|
|
$
|
1,873
|
|
|
|
|
|
|
|
|
|
||||||||
Financing
|
120
|
|
|
4
|
|
|
3
|
|
|
127
|
|
||||
Total Revenues
|
$
|
1,812
|
|
|
$
|
74
|
|
|
$
|
114
|
|
|
$
|
2,000
|
|
|
2015
|
||||||||||||||
($ in millions)
|
North America
|
|
Asia Pacific
|
|
Europe
|
|
Total
|
||||||||
Sale of vacation ownership products
|
$
|
605
|
|
|
$
|
58
|
|
|
$
|
30
|
|
|
$
|
693
|
|
|
|
|
|
|
|
|
|
||||||||
Ancillary revenues
|
101
|
|
|
7
|
|
|
17
|
|
|
125
|
|
||||
Management fee revenues
|
70
|
|
|
3
|
|
|
6
|
|
|
79
|
|
||||
Other services revenues
|
61
|
|
|
2
|
|
|
2
|
|
|
65
|
|
||||
Resort management and other services
|
232
|
|
|
12
|
|
|
25
|
|
|
269
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Rental
|
227
|
|
|
14
|
|
|
19
|
|
|
260
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cost reimbursements
|
667
|
|
|
5
|
|
|
48
|
|
|
720
|
|
||||
Revenue from contracts with customers
|
$
|
1,731
|
|
|
$
|
89
|
|
|
$
|
122
|
|
|
$
|
1,942
|
|
|
|
|
|
|
|
|
|
||||||||
Financing
|
117
|
|
|
4
|
|
|
4
|
|
|
125
|
|
||||
Total Revenues
|
$
|
1,848
|
|
|
$
|
93
|
|
|
$
|
126
|
|
|
$
|
2,067
|
|
|
2017
|
||||||||||||||
($ in millions)
|
North America
|
|
Asia Pacific
|
|
Europe
|
|
Total
|
||||||||
Services transferred over time
|
$
|
815
|
|
|
$
|
44
|
|
|
$
|
40
|
|
|
$
|
899
|
|
Goods or services transferred at a point in time
|
1,057
|
|
|
19
|
|
|
73
|
|
|
1,149
|
|
||||
Revenue from contracts with customers
|
$
|
1,872
|
|
|
$
|
63
|
|
|
$
|
113
|
|
|
$
|
2,048
|
|
|
2016
|
||||||||||||||
($ in millions)
|
North America
|
|
Asia Pacific
|
|
Europe
|
|
Total
|
||||||||
Services transferred over time
|
$
|
681
|
|
|
$
|
47
|
|
|
$
|
41
|
|
|
$
|
769
|
|
Goods or services transferred at a point in time
|
1,011
|
|
|
23
|
|
|
70
|
|
|
1,104
|
|
||||
Revenue from contracts with customers
|
$
|
1,692
|
|
|
$
|
70
|
|
|
$
|
111
|
|
|
$
|
1,873
|
|
|
2015
|
||||||||||||||
($ in millions)
|
North America
|
|
Asia Pacific
|
|
Europe
|
|
Total
|
||||||||
Services transferred over time
|
$
|
728
|
|
|
$
|
67
|
|
|
$
|
48
|
|
|
$
|
843
|
|
Goods or services transferred at a point in time
|
1,003
|
|
|
22
|
|
|
74
|
|
|
1,099
|
|
||||
Revenue from contracts with customers
|
$
|
1,731
|
|
|
$
|
89
|
|
|
$
|
122
|
|
|
$
|
1,942
|
|
($ in millions)
|
At Year-End 2017
|
|
At Year End 2016
|
||||
Receivables
|
|
|
|
||||
Accounts receivable
|
$
|
73
|
|
|
$
|
55
|
|
Vacation ownership notes receivable, net
|
1,115
|
|
|
970
|
|
||
|
$
|
1,188
|
|
|
$
|
1,025
|
|
|
|
|
|
||||
Contract Liabilities
|
|
|
|
||||
Advance deposits
|
$
|
84
|
|
|
$
|
82
|
|
Deferred revenue
|
69
|
|
|
59
|
|
||
|
$
|
153
|
|
|
$
|
141
|
|
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
|
$
|
232
|
|
|
$
|
195
|
|
|
$
|
205
|
|
Non-U.S. jurisdictions
|
|
8
|
|
|
3
|
|
|
9
|
|
|||
|
|
$
|
240
|
|
|
$
|
198
|
|
|
$
|
214
|
|
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
|||||||
Current
|
– U.S. Federal
|
|
$
|
(49
|
)
|
|
$
|
(35
|
)
|
|
$
|
(45
|
)
|
|
– U.S. State
|
|
(7
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|||
|
– Non-U.S.
|
|
(7
|
)
|
|
(5
|
)
|
|
(7
|
)
|
|||
|
|
|
(63
|
)
|
|
(45
|
)
|
|
(56
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
Deferred
|
– U.S. Federal
|
|
44
|
|
|
(30
|
)
|
|
(28
|
)
|
|||
|
– U.S. State
|
|
(1
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|||
|
– Non-U.S.
|
|
15
|
|
|
1
|
|
|
2
|
|
|||
|
|
|
58
|
|
|
(31
|
)
|
|
(31
|
)
|
|||
|
|
|
$
|
(5
|
)
|
|
$
|
(76
|
)
|
|
$
|
(87
|
)
|
($ in millions)
|
|
At Year-End 2017
|
|
At Year-End 2016
|
||||
Deferred Tax Assets
|
|
|
|
|
||||
Inventory
|
|
$
|
25
|
|
|
$
|
25
|
|
Reserves
|
|
30
|
|
|
39
|
|
||
Long lived intangible assets
|
|
16
|
|
|
31
|
|
||
Net operating loss carry-forwards
|
|
39
|
|
|
49
|
|
||
Tax credits
|
|
39
|
|
|
21
|
|
||
Other, net
|
|
44
|
|
|
40
|
|
||
Deferred tax assets
|
|
193
|
|
|
205
|
|
||
Less valuation allowance
|
|
(44
|
)
|
|
(48
|
)
|
||
Net deferred tax assets
|
|
149
|
|
|
157
|
|
||
|
|
|
|
|
||||
Deferred Tax Liabilities
|
|
|
|
|
||||
Property and equipment
|
|
(16
|
)
|
|
(16
|
)
|
||
Deferred sales of vacation ownership interests
|
|
(210
|
)
|
|
(277
|
)
|
||
Deferred tax liabilities
|
|
(226
|
)
|
|
(293
|
)
|
||
|
|
|
|
|
||||
Total net deferred tax liabilities
|
|
$
|
(77
|
)
|
|
$
|
(136
|
)
|
|
|
2017
|
|
2016
|
|
2015
|
U.S. statutory income tax rate
|
|
35.00%
|
|
35.00%
|
|
35.00%
|
U.S. state income taxes, net of U.S. federal tax benefit
|
|
2.50
|
|
2.47
|
|
2.64
|
Permanent differences
(1)
|
|
(0.58)
|
|
1.16
|
|
1.61
|
Impact related to the Tax Cuts and Jobs Act
|
|
(27.12)
|
|
—
|
|
—
|
Excess tax benefits related to share-based compensation
|
|
(2.54)
|
|
—
|
|
—
|
Foreign tax rate changes
|
|
(2.01)
|
|
0.05
|
|
0.01
|
Non-U.S. (loss) income
(2)
|
|
(2.61)
|
|
0.08
|
|
(0.57)
|
Other items
(3)
|
|
(0.79)
|
|
(1.06)
|
|
1.14
|
Change in valuation allowance
(4)
|
|
0.03
|
|
0.78
|
|
0.72
|
Effective rate
|
|
1.88%
|
|
38.48%
|
|
40.55%
|
(1)
|
Attributed to the redemption of the mandatorily redeemable preferred stock of a consolidated subsidiary.
|
(2)
|
Attributed to the difference between U.S. and foreign income tax rates and other foreign adjustments.
|
(3)
|
Attributed to changes in unrecognized tax benefits and U.S. federal tax incentives.
|
(4)
|
Primarily attributed to release of a foreign valuation allowance in 2017. Primarily attributed to the establishment of valuation allowances in foreign jurisdictions for losses that cannot be benefited in the U.S. income tax provision in 2016 and 2015, as discussed above.
|
($ in millions)
|
|
At Year-End 2017
|
|
At Year-End 2016
|
||||
Vacation ownership notes receivable — securitized
|
|
$
|
814
|
|
|
$
|
717
|
|
Vacation ownership notes receivable — non-securitized
|
|
|
|
|
||||
Eligible for securitization
(1)
|
|
142
|
|
|
98
|
|
||
Not eligible for securitization
(1)
|
|
159
|
|
|
155
|
|
||
Subtotal
|
|
301
|
|
|
253
|
|
||
Total vacation ownership notes receivable
|
|
$
|
1,115
|
|
|
$
|
970
|
|
(1)
|
Refer to Footnote 5 “Financial Instruments” for discussion of eligibility of our vacation ownership notes receivable for securitization.
|
($ in millions)
|
Non-Securitized Vacation Ownership Notes Receivable
|
|
Securitized Vacation Ownership Notes Receivable
|
|
Total
|
||||||
2018
|
$
|
48
|
|
|
$
|
94
|
|
|
$
|
142
|
|
2019
|
35
|
|
|
91
|
|
|
126
|
|
|||
2020
|
30
|
|
|
92
|
|
|
122
|
|
|||
2021
|
26
|
|
|
93
|
|
|
119
|
|
|||
2022
|
24
|
|
|
92
|
|
|
116
|
|
|||
Thereafter
|
138
|
|
|
352
|
|
|
490
|
|
|||
Balance at year-end 2017
|
$
|
301
|
|
|
$
|
814
|
|
|
$
|
1,115
|
|
Weighted average stated interest rate at year-end 2017
|
11.5%
|
|
12.6%
|
|
12.3%
|
||||||
Range of stated interest rates at year-end 2017
|
0.0% to 18.0%
|
|
4.9% to 18.0%
|
|
0.0% to 18.0%
|
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Interest income associated with vacation ownership notes receivable – securitized
|
|
$
|
101
|
|
|
$
|
97
|
|
|
$
|
90
|
|
Interest income associated with vacation ownership notes receivable – non-securitized
|
|
27
|
|
|
23
|
|
|
28
|
|
|||
Total interest income associated with vacation ownership notes receivable
|
|
$
|
128
|
|
|
$
|
120
|
|
|
$
|
118
|
|
($ in millions)
|
Non-Securitized
Vacation Ownership Notes Receivable |
|
Securitized
Vacation Ownership Notes Receivable |
|
Total
|
||||||
Balance at year-end 2014
|
$
|
65
|
|
|
$
|
53
|
|
|
$
|
118
|
|
Impact of adoption of ASU 2014-09
|
1
|
|
|
1
|
|
|
2
|
|
|||
Opening balance 2015
|
66
|
|
|
54
|
|
|
120
|
|
|||
Increase in vacation ownership notes receivable reserve
|
25
|
|
|
11
|
|
|
36
|
|
|||
Securitizations
|
(16
|
)
|
|
16
|
|
|
—
|
|
|||
Clean-up calls
(1)
|
7
|
|
|
(7
|
)
|
|
—
|
|
|||
Write-offs
|
(48
|
)
|
|
—
|
|
|
(48
|
)
|
|||
Defaulted vacation ownership notes receivable repurchase activity
(2)
|
25
|
|
|
(25
|
)
|
|
—
|
|
|||
Balance at year-end 2015
|
59
|
|
|
49
|
|
|
108
|
|
|||
Increase in vacation ownership notes receivable reserve
|
27
|
|
|
17
|
|
|
44
|
|
|||
Securitizations
|
(28
|
)
|
|
28
|
|
|
—
|
|
|||
Clean-up of Warehouse Credit Facility
(3)
|
10
|
|
|
(10
|
)
|
|
—
|
|
|||
Write-offs
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
|||
Defaulted vacation ownership notes receivable repurchase activity
(2)
|
30
|
|
|
(30
|
)
|
|
—
|
|
|||
Balance at year-end 2016
|
58
|
|
|
54
|
|
|
112
|
|
|||
Increase in vacation ownership notes receivable reserve
|
42
|
|
|
10
|
|
|
52
|
|
|||
Securitizations
|
(29
|
)
|
|
29
|
|
|
—
|
|
|||
Clean-up of Warehouse Credit Facility
(3)
|
4
|
|
|
(4
|
)
|
|
—
|
|
|||
Write-offs
|
(45
|
)
|
|
—
|
|
|
(45
|
)
|
|||
Defaulted vacation ownership notes receivable repurchase activity
(2)
|
28
|
|
|
(28
|
)
|
|
—
|
|
|||
Balance at year-end 2017
|
$
|
58
|
|
|
$
|
61
|
|
|
$
|
119
|
|
(1)
|
Refers to our voluntary repurchase of previously securitized non-defaulted vacation ownership notes receivable to retire outstanding vacation ownership notes receivable securitizations.
|
(2)
|
Decrease in securitized vacation ownership notes receivable reserve and increase in non-securitized vacation ownership notes receivable reserve was attributable to the transfer of the reserve when we voluntarily repurchased defaulted securitized vacation ownership notes receivable.
|
(3)
|
Refers to our voluntary repurchase of previously securitized non-defaulted vacation ownership notes receivable from our Warehouse Credit Facility.
|
($ in millions)
|
Non-Securitized Vacation Ownership Notes Receivable
|
|
Securitized Vacation Ownership Notes Receivable
|
|
Total
|
||||||
Investment in vacation ownership notes receivable on non-accrual status at year-end 2017
|
$
|
39
|
|
|
$
|
7
|
|
|
$
|
46
|
|
Investment in vacation ownership notes receivable on non-accrual status at year-end 2016
|
$
|
44
|
|
|
$
|
6
|
|
|
$
|
50
|
|
Average investment in vacation ownership notes receivable on non-accrual status during 2017
|
$
|
41
|
|
|
$
|
7
|
|
|
$
|
48
|
|
($ in millions)
|
|
Non-Securitized Vacation Ownership Notes Receivable
|
|
Securitized Vacation Ownership Notes Receivable
|
|
Total
|
||||||
31 – 90 days past due
|
|
$
|
7
|
|
|
$
|
19
|
|
|
$
|
26
|
|
91 – 150 days past due
|
|
5
|
|
|
7
|
|
|
12
|
|
|||
Greater than 150 days past due
|
|
34
|
|
|
—
|
|
|
34
|
|
|||
Total past due
|
|
46
|
|
|
26
|
|
|
72
|
|
|||
Current
|
|
313
|
|
|
849
|
|
|
1,162
|
|
|||
Total vacation ownership notes receivable
|
|
$
|
359
|
|
|
$
|
875
|
|
|
$
|
1,234
|
|
($ in millions)
|
|
Non-Securitized
Vacation Ownership Notes Receivable |
|
Securitized
Vacation Ownership Notes Receivable |
|
Total
|
||||||
31 – 90 days past due
|
|
$
|
8
|
|
|
$
|
16
|
|
|
$
|
24
|
|
91 – 150 days past due
|
|
4
|
|
|
7
|
|
|
11
|
|
|||
Greater than 150 days past due
|
|
40
|
|
|
—
|
|
|
40
|
|
|||
Total past due
|
|
52
|
|
|
23
|
|
|
75
|
|
|||
Current
|
|
259
|
|
|
748
|
|
|
1,007
|
|
|||
Total vacation ownership notes receivable
|
|
$
|
311
|
|
|
$
|
771
|
|
|
$
|
1,082
|
|
|
|
At Year-End 2017
|
|
At Year-End 2016
|
||||||||||||
($ in millions)
|
|
Carrying
Amount |
|
Fair
Value (1) |
|
Carrying
Amount |
|
Fair
Value (1) |
||||||||
Vacation ownership notes receivable — securitized
|
|
$
|
814
|
|
|
$
|
955
|
|
|
$
|
717
|
|
|
$
|
834
|
|
Vacation ownership notes receivable — non-securitized
|
|
301
|
|
|
321
|
|
|
253
|
|
|
267
|
|
||||
Other assets
|
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
||||
Total financial assets
|
|
$
|
1,129
|
|
|
$
|
1,290
|
|
|
$
|
970
|
|
|
$
|
1,101
|
|
Non-recourse debt associated with vacation ownership notes receivable securitizations, net
|
|
$
|
(835
|
)
|
|
$
|
(836
|
)
|
|
$
|
(729
|
)
|
|
$
|
(726
|
)
|
Convertible notes, net
|
|
(192
|
)
|
|
(260
|
)
|
|
—
|
|
|
—
|
|
||||
Non-interest bearing note payable, net
|
|
(61
|
)
|
|
(61
|
)
|
|
—
|
|
|
—
|
|
||||
Total financial liabilities
|
|
$
|
(1,088
|
)
|
|
$
|
(1,157
|
)
|
|
$
|
(729
|
)
|
|
$
|
(726
|
)
|
(1)
|
Fair value of financial instruments, with the exception of other assets and convertible notes, has been determined using Level 3 inputs. Fair value of other assets and convertible notes that are financial instruments has been determined using Level 2 inputs.
|
|
|
At Year-End 2017
|
|
At Year-End 2016
|
||||||||||||
($ in millions)
|
|
Carrying Amount
|
|
Fair
Value |
|
Carrying Amount
|
|
Fair
Value |
||||||||
Vacation ownership notes receivable
|
|
|
|
|
|
|
|
|
||||||||
Eligible for securitization
|
|
$
|
142
|
|
|
$
|
162
|
|
|
$
|
98
|
|
|
$
|
112
|
|
Not eligible for securitization
|
|
159
|
|
|
159
|
|
|
155
|
|
|
155
|
|
||||
Total non-securitized
|
|
$
|
301
|
|
|
$
|
321
|
|
|
$
|
253
|
|
|
$
|
267
|
|
(1)
|
The computations of diluted earnings per share exclude approximately
238,000
shares of common stock, the maximum number of shares issuable as of
December 31, 2017
upon the vesting of certain performance-based awards, because the performance conditions required to be met for the shares subject to such awards to vest were not achieved by the end of the reporting period.
|
(2)
|
The computations of diluted earnings per share exclude approximately
217,000
shares of common stock, the maximum number of shares issuable as of
December 30, 2016
upon the vesting of certain performance-based awards, because the performance conditions required to be met for the shares subject to such awards to vest were not achieved by the end of the reporting period.
|
(3)
|
The computations of diluted earnings per share exclude approximately
136,000
shares of common stock, the maximum number of shares issuable as of
January 1, 2016
upon the vesting of certain performance-based awards,
|
($ in millions)
|
|
At Year-End 2017
|
|
At Year End 2016
|
||||
Finished goods
(1)
|
|
$
|
391
|
|
|
$
|
352
|
|
Work-in-progress
|
|
2
|
|
|
40
|
|
||
Land and infrastructure
(2)
|
|
330
|
|
|
331
|
|
||
Real estate inventory
|
|
723
|
|
|
723
|
|
||
Operating supplies and retail inventory
|
|
5
|
|
|
4
|
|
||
|
|
$
|
728
|
|
|
$
|
727
|
|
(1)
|
Represents completed inventory that is either registered for sale as vacation ownership interests, or unregistered and available for sale in its current form.
|
(2)
|
Includes
$68 million
of inventory related to estimated future foreclosures at
December 31, 2017
.
|
($ in millions)
|
|
At Year-End 2017
|
|
At Year-End 2016
|
||||
Land
|
|
$
|
60
|
|
|
$
|
55
|
|
Buildings and leasehold improvements
|
|
259
|
|
|
213
|
|
||
Furniture and equipment
|
|
54
|
|
|
51
|
|
||
Information technology
|
|
185
|
|
|
180
|
|
||
Construction in progress
|
|
23
|
|
|
28
|
|
||
|
|
581
|
|
|
527
|
|
||
Accumulated depreciation
|
|
(328
|
)
|
|
(324
|
)
|
||
|
|
$
|
253
|
|
|
$
|
203
|
|
•
|
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
$25 million
, of which we expect
$15 million
,
$5 million
,
$2 million
,
$1 million
,
$1 million
and
$1 million
will be paid in 2018, 2019, 2020, 2021, 2022 and thereafter, respectively.
|
•
|
We have a commitment to purchase an operating property located in New York, New York for
$170 million
, of which
$7 million
is attributed to a related capital lease arrangement and recorded in Debt. We expect to acquire the units in the property, in their current form, over time, and we expect to make payments for these units of
$108 million
and
$62 million
in 2019 and 2020, respectively. We currently manage this property, which we have rebranded as Marriott Vacation Club Pulse, New York City. See Footnote 14 “Variable Interest Entities” for additional information on this transaction and our activities relating to the variable interest entity involved in this transaction.
|
•
|
We have a commitment to purchase
88
vacation ownership units located in Bali, Indonesia for use in our Asia Pacific segment, contingent upon completion of construction to agreed-upon standards within specified timeframes. As of December 31, 2017, we expected to complete the acquisition in 2019 and to make payments with respect to these units when specific construction milestones were completed, as follows:
$14 million
in 2018 and
$25 million
in 2019. During the first quarter of 2018, we amended the terms of this commitment and, as a result, we expect to make payments of
$6 million
in 2018,
$31 million
in 2019 and
$2 million
in 2020.
|
•
|
We have a remaining commitment to purchase vacation ownership units located at our resort in Marco Island, Florida for
$108 million
, which we expect will be paid as follows:
$24 million
in 2018 and
$84 million
in 2019. See Footnote 6 “Acquisitions and Dispositions” for additional information on this transaction and Footnote 14 “Variable Interest Entities” for additional information on our activities relating to the variable interest involved in this transaction.
|
•
|
During the first quarter of 2018, we assigned a commitment to purchase an operating property located in San Francisco, California, that we had as of December 31, 2017, to a third-party developer in a capital efficient inventory arrangement. We expect to acquire the operating property in 2020 and to pay the purchase price of
$164 million
as follows:
$100 million
in 2020 and
$64 million
in 2021. We are required to purchase the operating property from the third-party developer unless it has been sold to another party. The operating property is held by a variable interest entity for which we are not the primary beneficiary as we cannot prevent the variable interest entity from selling the operating property at a higher price. Accordingly, we will not consolidate the variable interest entity.
|
($ in millions)
|
|
Land
Lease |
|
Corporate
Facilities Leases |
|
Other
Operating Leases |
|
Total
|
||||||||
2018
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
13
|
|
|
$
|
17
|
|
2019
|
|
1
|
|
|
4
|
|
|
10
|
|
|
15
|
|
||||
2020
|
|
1
|
|
|
4
|
|
|
8
|
|
|
13
|
|
||||
2021
|
|
1
|
|
|
3
|
|
|
5
|
|
|
9
|
|
||||
2022
|
|
1
|
|
|
—
|
|
|
6
|
|
|
7
|
|
||||
Thereafter
|
|
7
|
|
|
—
|
|
|
28
|
|
|
35
|
|
||||
Total minimum lease payments
|
|
$
|
12
|
|
|
$
|
14
|
|
|
$
|
70
|
|
|
$
|
96
|
|
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Minimum rentals
|
|
$
|
9
|
|
|
$
|
8
|
|
|
$
|
9
|
|
Additional rentals
|
|
4
|
|
|
4
|
|
|
4
|
|
|||
|
|
$
|
13
|
|
|
$
|
12
|
|
|
$
|
13
|
|
($ in millions)
|
At Year-End 2017
|
|
At Year-End 2016
|
||||
Vacation ownership notes receivable securitizations, gross
(1)
|
$
|
845
|
|
|
$
|
738
|
|
Unamortized debt issuance costs
|
(10
|
)
|
|
(9
|
)
|
||
|
835
|
|
|
729
|
|
||
|
|
|
|
||||
Convertible notes, gross
(2)
|
230
|
|
|
—
|
|
||
Unamortized debt discount and issuance costs
|
(38
|
)
|
|
—
|
|
||
|
192
|
|
|
—
|
|
||
|
|
|
|
||||
Non-interest bearing note payable
|
64
|
|
|
—
|
|
||
Unamortized debt discount
(3)
|
(3
|
)
|
|
—
|
|
||
|
61
|
|
|
—
|
|
||
|
|
|
|
||||
Other debt, gross
|
—
|
|
|
1
|
|
||
Unamortized debt issuance costs
|
—
|
|
|
—
|
|
||
|
—
|
|
|
1
|
|
||
|
|
|
|
||||
Capital leases
|
7
|
|
|
7
|
|
||
|
$
|
1,095
|
|
|
$
|
737
|
|
(1)
|
Interest rates as of
December 31, 2017
range from
2.2%
to
6.3%
with a weighted average interest rate of
2.5%
.
|
(2)
|
The effective interest rate as of
December 31, 2017
was
4.7%
.
|
(3)
|
Debt discount based on imputed interest rate of
6.0%
.
|
($ in millions)
|
Vacation Ownership Notes Receivable Securitizations
(1)
|
|
Convertible Notes
|
|
Non-Interest Bearing Note Payable
|
|
Capital
Leases
|
|
Total
|
||||||||||
Debt Principal Payments Year
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
$
|
95
|
|
|
$
|
—
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
128
|
|
2019
|
92
|
|
|
—
|
|
|
31
|
|
|
7
|
|
|
130
|
|
|||||
2020
|
94
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|||||
2021
|
95
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
95
|
|
|||||
2022
|
94
|
|
|
230
|
|
|
—
|
|
|
—
|
|
|
324
|
|
|||||
Thereafter
|
375
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
375
|
|
|||||
|
$
|
845
|
|
|
$
|
230
|
|
|
$
|
64
|
|
|
$
|
7
|
|
|
$
|
1,146
|
|
(1)
|
The debt associated with our vacation ownership notes receivable securitizations is non-recourse to us.
|
•
|
during any calendar quarter commencing after the calendar quarter ending on December 31, 2017 (and only during such calendar quarter), if the last reported sale price of our common stock for at least
20
trading days (whether or not consecutive) during the period of
30
consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to
130
percent of the conversion price on each applicable trading day;
|
•
|
during the
five
business day period after any
five
consecutive trading day period in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of that
five
consecutive trading day period was less than
98
percent of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or
|
•
|
upon the occurrence of specified corporate events as described in the Indenture.
|
($ in millions)
|
At Year-End 2017
|
||
Liability component
|
|
||
Principal amount
|
$
|
230
|
|
Unamortized debt discount
|
(32
|
)
|
|
Unamortized debt issuance costs
|
(6
|
)
|
|
|
$
|
192
|
|
|
|
||
Equity component, net of issuance costs
|
$
|
33
|
|
($ in millions)
|
2017
|
||
Contractual interest expense
|
$
|
1
|
|
Amortization of debt discount
|
2
|
|
|
Amortization of debt issuance costs
|
—
|
|
|
|
$
|
3
|
|
($ in millions, except per share amounts)
|
|
Number of
Shares Repurchased |
|
Cost of Shares
Repurchased |
|
Average Price
Paid per Share |
|||||
As of December 30, 2016
|
|
9,672,629
|
|
|
$
|
609
|
|
|
$
|
62.90
|
|
For the year ended December 31, 2017
|
|
767,876
|
|
|
88
|
|
|
115.00
|
|
||
As of December 31, 2017
|
|
10,440,505
|
|
|
$
|
697
|
|
|
$
|
66.73
|
|
Declaration Date
|
|
Shareholder Record Date
|
|
Distribution Date
|
|
Dividend per Share
|
February 9, 2017
|
|
February 23, 2017
|
|
March 9, 2017
|
|
$0.35
|
May 11, 2017
|
|
May 25, 2017
|
|
June 8, 2017
|
|
$0.35
|
September 7, 2017
|
|
September 21, 2017
|
|
October 5, 2017
|
|
$0.35
|
December 7, 2017
|
|
December 21, 2017
|
|
January 4, 2018
|
|
$0.40
|
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Service based RSUs
|
|
$
|
10
|
|
|
$
|
9
|
|
|
$
|
9
|
|
Performance based RSUs
|
|
4
|
|
|
3
|
|
|
3
|
|
|||
|
|
14
|
|
|
12
|
|
|
12
|
|
|||
SARs
|
|
2
|
|
|
2
|
|
|
2
|
|
|||
Stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
$
|
16
|
|
|
$
|
14
|
|
|
$
|
14
|
|
($ in millions)
|
|
At Year-End 2017
(1)
|
|
At Year-End 2016
|
||||
Service based RSUs
|
|
$
|
9
|
|
|
$
|
9
|
|
Performance based RSUs
|
|
5
|
|
|
3
|
|
||
|
|
14
|
|
|
12
|
|
||
SARs
|
|
1
|
|
|
1
|
|
||
Stock options
|
|
—
|
|
|
—
|
|
||
|
|
$
|
15
|
|
|
$
|
13
|
|
(1)
|
As of
December 31, 2017
, the weighted average remaining term for RSU grants outstanding at year-end
2017
was
1.8
years and we expect that deferred compensation expense will be recognized over a weighted average period of
2.4
years.
|
|
|
2017
|
||||||||||||||||
|
|
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 2016
|
|
514,947
|
|
$
|
49.36
|
|
|
279,284
|
|
$
|
61.30
|
|
|
794,231
|
|
$
|
53.56
|
|
Granted
|
|
115,334
|
|
$
|
96.53
|
|
|
94,436
|
|
$
|
93.41
|
|
|
209,770
|
|
$
|
95.12
|
|
Distributed
|
|
(152,783)
|
|
$
|
51.88
|
|
|
(50,978)
|
|
$
|
52.09
|
|
|
(203,761)
|
|
$
|
51.93
|
|
Forfeited
|
|
(6,491)
|
|
$
|
74.47
|
|
|
(11,230)
|
|
$
|
52.09
|
|
|
(17,721)
|
|
$
|
60.28
|
|
Outstanding at year-end 2017
|
|
471,007
|
|
$
|
59.49
|
|
|
311,512
|
|
$
|
72.89
|
|
|
782,519
|
|
$
|
64.83
|
|
|
|
2017
|
|||||
|
|
Number of
SARs |
|
Weighted Average Exercise Price Per SAR
|
|||
Outstanding at year-end 2016
|
|
781,903
|
|
|
$
|
34.97
|
|
Granted
|
|
81,977
|
|
|
97.53
|
|
|
Exercised
|
|
(205,427)
|
|
|
19.35
|
|
|
Forfeited or expired
|
|
—
|
|
|
—
|
|
|
Outstanding at year-end 2017
(1)(2)
|
|
658,453
|
|
|
$
|
47.63
|
|
(1)
|
As of
December 31, 2017
, outstanding SARs had a total intrinsic value of $
58 million
and a weighted average remaining term of
5.9
years.
|
(2)
|
As of
December 31, 2017
,
431,543
SARs with a weighted average exercise price of $
32.62
, an aggregate intrinsic value of $
45 million
and a weighted average remaining contractual term of
4.6
years were exercisable.
|
|
|
2017
|
|
2016
|
|
2015
|
Expected volatility
|
|
30.41%
|
|
31.60%
|
|
42.74%
|
Dividend yield
|
|
1.44%
|
|
1.96%
|
|
1.26%
|
Risk-free rate
|
|
2.06%
|
|
1.41%
|
|
1.74%
|
Expected term (in years)
|
|
6.25
|
|
6.25
|
|
6.25
|
($ in millions)
|
|
Vacation Ownership
Notes Receivable Securitizations |
|
Warehouse
Credit Facility |
|
Total
|
||||||
Consolidated Assets
|
|
|
|
|
|
|
||||||
Vacation ownership notes receivable, net of reserves
|
|
$
|
814
|
|
|
$
|
—
|
|
|
$
|
814
|
|
Interest receivable
|
|
6
|
|
|
—
|
|
|
6
|
|
|||
Restricted cash
|
|
32
|
|
|
—
|
|
|
32
|
|
|||
Total
|
|
$
|
852
|
|
|
$
|
—
|
|
|
$
|
852
|
|
Consolidated Liabilities
|
|
|
|
|
|
|
||||||
Interest payable
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Debt
|
|
845
|
|
|
—
|
|
|
845
|
|
|||
Total
|
|
$
|
846
|
|
|
$
|
—
|
|
|
$
|
846
|
|
($ in millions)
|
|
Vacation Ownership
Notes Receivable Securitizations |
|
Warehouse
Credit Facility |
|
Total
|
||||||
Interest income
|
|
$
|
99
|
|
|
$
|
2
|
|
|
$
|
101
|
|
Interest expense to investors
|
|
$
|
19
|
|
|
$
|
1
|
|
|
$
|
20
|
|
Debt issuance cost amortization
|
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
5
|
|
Administrative expenses
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
($ in millions)
|
|
2017
|
|
2016
|
||||
Cash Inflows
|
|
|
|
|
||||
Net proceeds from vacation ownership notes receivable securitizations
|
|
$
|
346
|
|
|
$
|
247
|
|
Principal receipts
|
|
229
|
|
|
175
|
|
||
Interest receipts
|
|
100
|
|
|
92
|
|
||
Reserve release
|
|
1
|
|
|
51
|
|
||
Total
|
|
676
|
|
|
565
|
|
||
Cash Outflows
|
|
|
|
|
||||
Principal to investors
|
|
(215
|
)
|
|
(167
|
)
|
||
Voluntary repurchases of defaulted vacation ownership notes receivable
|
|
(28
|
)
|
|
(29
|
)
|
||
Interest to investors
|
|
(19
|
)
|
|
(17
|
)
|
||
Funding of restricted cash
|
|
(2
|
)
|
|
(52
|
)
|
||
Total
|
|
(264
|
)
|
|
(265
|
)
|
||
Net Cash Flows
|
|
$
|
412
|
|
|
$
|
300
|
|
($ in millions)
|
|
2017
|
|
2016
|
||||
Cash Inflows
|
|
|
|
|
||||
Proceeds from vacation ownership notes receivable securitizations
|
|
$
|
50
|
|
|
$
|
127
|
|
Principal receipts
|
|
2
|
|
|
5
|
|
||
Interest receipts
|
|
2
|
|
|
5
|
|
||
Reserve release
|
|
—
|
|
|
1
|
|
||
Total
|
|
54
|
|
|
138
|
|
||
Cash Outflows
|
|
|
|
|
||||
Principal to investors
|
|
(1
|
)
|
|
(4
|
)
|
||
Voluntary repurchases of defaulted vacation ownership notes receivable
|
|
—
|
|
|
(1
|
)
|
||
Repayment of Warehouse Credit Facility
|
|
(49
|
)
|
|
(122
|
)
|
||
Interest to investors
|
|
(2
|
)
|
|
(2
|
)
|
||
Total
|
|
(52
|
)
|
|
(129
|
)
|
||
Net Cash Flows
|
|
$
|
2
|
|
|
$
|
9
|
|
•
|
In our North America segment, we develop, market, sell and manage vacation ownership and related products under the Marriott Vacation Club and Grand Residences by Marriott brands, as well as under Marriott Vacation Club Pulse, an extension to the Marriott Vacation Club brand. We also develop, market and sell vacation ownership and related products under The Ritz-Carlton Destination Club brand, as well as whole ownership residential products under The Ritz-Carlton Residences brand.
|
•
|
In our Asia Pacific segment, we develop, market, sell and manage
two
points-based programs that we specifically designed to appeal to the vacation preferences of the market, Marriott Vacation Club, Asia Pacific and Marriott Vacation Club Destinations, Australia, as well as a weeks-based right-to-use product.
|
•
|
In our Europe segment, we are focusing on selling our existing projects and managing existing resorts. We do not have any current plans for new development in this segment.
|
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
North America
|
|
$
|
2,000
|
|
|
$
|
1,812
|
|
|
$
|
1,848
|
|
Asia Pacific
|
|
67
|
|
|
74
|
|
|
93
|
|
|||
Europe
|
|
116
|
|
|
114
|
|
|
126
|
|
|||
Total segment revenues
|
|
2,183
|
|
|
2,000
|
|
|
2,067
|
|
|||
Corporate and other
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
$
|
2,183
|
|
|
$
|
2,000
|
|
|
$
|
2,067
|
|
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
North America
|
|
$
|
442
|
|
|
$
|
398
|
|
|
$
|
416
|
|
Asia Pacific
|
|
(1
|
)
|
|
2
|
|
|
7
|
|
|||
Europe
|
|
15
|
|
|
12
|
|
|
15
|
|
|||
Total segment financial results
|
|
456
|
|
|
412
|
|
|
438
|
|
|||
Corporate and other
|
|
(216
|
)
|
|
(214
|
)
|
|
(224
|
)
|
|||
Provision for income taxes
|
|
(5
|
)
|
|
(76
|
)
|
|
(87
|
)
|
|||
|
|
$
|
235
|
|
|
$
|
122
|
|
|
$
|
127
|
|
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
North America
|
|
$
|
13
|
|
|
$
|
12
|
|
|
$
|
13
|
|
Asia Pacific
|
|
1
|
|
|
1
|
|
|
2
|
|
|||
Europe
|
|
1
|
|
|
2
|
|
|
2
|
|
|||
Total segment depreciation
|
|
15
|
|
|
15
|
|
|
17
|
|
|||
Corporate and other
|
|
6
|
|
|
6
|
|
|
5
|
|
|||
|
|
$
|
21
|
|
|
$
|
21
|
|
|
$
|
22
|
|
($ in millions)
|
|
At Year-End 2017
|
|
At Year-End 2016
|
||||
North America
|
|
$
|
2,088
|
|
|
$
|
1,902
|
|
Asia Pacific
|
|
129
|
|
|
99
|
|
||
Europe
|
|
62
|
|
|
60
|
|
||
Total segment assets
|
|
2,279
|
|
|
2,061
|
|
||
Corporate and other
|
|
566
|
|
|
259
|
|
||
|
|
$
|
2,845
|
|
|
$
|
2,320
|
|
($ in millions)
|
|
2017
|
|
2016
|
|
2015
|
||||||
North America
|
|
$
|
143
|
|
|
$
|
137
|
|
|
$
|
180
|
|
Asia Pacific
|
|
26
|
|
|
21
|
|
|
72
|
|
|||
Europe
|
|
5
|
|
|
6
|
|
|
3
|
|
|||
Total segment capital expenditures
|
|
174
|
|
|
164
|
|
|
255
|
|
|||
Corporate and other
|
|
7
|
|
|
9
|
|
|
10
|
|
|||
|
|
$
|
181
|
|
|
$
|
173
|
|
|
$
|
265
|
|
•
|
Revenues, excluding cost reimbursements, of
$186 million
in
2017
,
$190 million
in
2016
and
$216 million
in
2015
; and
|
•
|
Fixed assets of
$77 million
in
2017
and
$60 million
in
2016
. For year-end
2017
and year-end
2016
, fixed assets located outside the United States are included within the “Property and equipment” caption on our Balance Sheets.
|
|
|
2017
(1)(2)
|
||||||||||||||||||
($ in millions, except per share data)
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
|
Fiscal
Year |
||||||||||
Revenues
|
|
$
|
528
|
|
|
$
|
563
|
|
|
$
|
530
|
|
|
$
|
562
|
|
|
$
|
2,183
|
|
Expenses
|
|
$
|
(483
|
)
|
|
$
|
(489
|
)
|
|
$
|
(461
|
)
|
|
$
|
(504
|
)
|
|
$
|
(1,937
|
)
|
Net income
|
|
$
|
28
|
|
|
$
|
48
|
|
|
$
|
47
|
|
|
$
|
112
|
|
|
$
|
235
|
|
Basic earnings per share
|
|
$
|
1.02
|
|
|
$
|
1.76
|
|
|
$
|
1.74
|
|
|
$
|
4.21
|
|
|
$
|
8.70
|
|
Diluted earnings per share
|
|
$
|
1.00
|
|
|
$
|
1.72
|
|
|
$
|
1.70
|
|
|
$
|
4.10
|
|
|
$
|
8.49
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
2016
(2)(3)
|
||||||||||||||||||
($ in millions, except per share data)
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
|
Fiscal
Year |
||||||||||
Revenues
|
|
$
|
442
|
|
|
$
|
452
|
|
|
$
|
484
|
|
|
$
|
622
|
|
|
$
|
2,000
|
|
Expenses
|
|
$
|
(424
|
)
|
|
$
|
(416
|
)
|
|
$
|
(418
|
)
|
|
$
|
(542
|
)
|
|
$
|
(1,800
|
)
|
Net income
|
|
$
|
7
|
|
|
$
|
25
|
|
|
$
|
41
|
|
|
$
|
49
|
|
|
$
|
122
|
|
Basic earnings per share
|
|
$
|
0.23
|
|
|
$
|
0.90
|
|
|
$
|
1.51
|
|
|
$
|
1.79
|
|
|
$
|
4.37
|
|
Diluted earnings per share
|
|
$
|
0.23
|
|
|
$
|
0.89
|
|
|
$
|
1.48
|
|
|
$
|
1.75
|
|
|
$
|
4.29
|
|
(1)
|
Beginning with our 2017 fiscal year, we changed our financial reporting cycle to a calendar year-end and end-of-month quarterly reporting cycle. Accordingly our 2017 first quarter included the period from December 31, 2016 (the day after the end of the 2016 fiscal year) through March 31, 2017, and our 2017 second, third and fourth quarters included the three month periods ended June 30, September 30, and December 31, respectively.
|
(2)
|
The sum of the earnings per share for the four quarters differs from annual earnings per share due to the required method of computing the weighted average shares in interim periods.
|
(3)
|
The 2016 quarters consisted of 12 weeks, except for the fourth quarter of 2016, which consisted of 16 weeks.
|
•
|
We expense all marketing and sales costs that we incur to sell vacation ownership products when incurred.
|
•
|
In determining the transaction price for contracts from customers, we exclude all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-product transaction and collected by the entity from a customer (e.g., sales tax).
|
•
|
We do not disclose the amount of the transaction price allocated to the remaining performance obligations as of December 31, 2017 or provide an explanation of when we expect to recognize that amount as revenue.
|
|
2016
|
||||||||||
($ in millions, except per share amounts)
|
As Reported
|
|
Adjustments
|
|
As Adjusted
|
||||||
REVENUES
|
|
|
|
|
|
||||||
Sale of vacation ownership products
|
$
|
638
|
|
|
$
|
(15
|
)
|
|
$
|
623
|
|
Resort management and other services
|
300
|
|
|
(22
|
)
|
|
278
|
|
|||
Financing
|
126
|
|
|
1
|
|
|
127
|
|
|||
Rental
|
312
|
|
|
(60
|
)
|
|
252
|
|
|||
Cost reimbursements
|
432
|
|
|
288
|
|
|
720
|
|
|||
TOTAL REVENUES
|
1,808
|
|
|
192
|
|
|
2,000
|
|
|||
EXPENSES
|
|
|
|
|
|
||||||
Cost of vacation ownership products
|
155
|
|
|
8
|
|
|
163
|
|
|||
Marketing and sales
|
353
|
|
|
(13
|
)
|
|
340
|
|
|||
Resort management and other services
|
174
|
|
|
(17
|
)
|
|
157
|
|
|||
Financing
|
19
|
|
|
—
|
|
|
19
|
|
|||
Rental
|
261
|
|
|
(49
|
)
|
|
212
|
|
|||
General and administrative
|
105
|
|
|
—
|
|
|
105
|
|
|||
Litigation settlement
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Consumer financing interest
|
24
|
|
|
—
|
|
|
24
|
|
|||
Royalty fee
|
61
|
|
|
—
|
|
|
61
|
|
|||
Cost reimbursements
|
432
|
|
|
288
|
|
|
720
|
|
|||
TOTAL EXPENSES
|
1,583
|
|
|
217
|
|
|
1,800
|
|
|||
Gains and other income, net
|
11
|
|
|
—
|
|
|
11
|
|
|||
Interest expense
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||
Other
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||
INCOME BEFORE INCOME TAXES
|
223
|
|
|
(25
|
)
|
|
198
|
|
|||
Provision for income taxes
|
(86
|
)
|
|
10
|
|
|
(76
|
)
|
|||
NET INCOME
|
$
|
137
|
|
|
$
|
(15
|
)
|
|
$
|
122
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
4.93
|
|
|
$
|
(0.56
|
)
|
|
$
|
4.37
|
|
Diluted earnings per share
|
$
|
4.83
|
|
|
$
|
(0.54
|
)
|
|
$
|
4.29
|
|
|
2015
|
||||||||||
($ in millions, except per share amounts)
|
As Reported
|
|
Adjustments
|
|
As Adjusted
|
||||||
REVENUES
|
|
|
|
|
|
||||||
Sale of vacation ownership products
|
$
|
675
|
|
|
$
|
18
|
|
|
$
|
693
|
|
Resort management and other services
|
293
|
|
|
(24
|
)
|
|
269
|
|
|||
Financing
|
124
|
|
|
1
|
|
|
125
|
|
|||
Rental
|
313
|
|
|
(53
|
)
|
|
260
|
|
|||
Cost reimbursements
|
406
|
|
|
314
|
|
|
720
|
|
|||
TOTAL REVENUES
|
1,811
|
|
|
256
|
|
|
2,067
|
|
|||
EXPENSES
|
|
|
|
|
|
||||||
Cost of vacation ownership products
|
204
|
|
|
14
|
|
|
218
|
|
|||
Marketing and sales
|
330
|
|
|
(13
|
)
|
|
317
|
|
|||
Resort management and other services
|
180
|
|
|
(17
|
)
|
|
163
|
|
|||
Financing
|
21
|
|
|
—
|
|
|
21
|
|
|||
Rental
|
260
|
|
|
(49
|
)
|
|
211
|
|
|||
General and administrative
|
106
|
|
|
—
|
|
|
106
|
|
|||
Organizational and separation related
|
1
|
|
|
—
|
|
|
1
|
|
|||
Consumer financing interest
|
25
|
|
|
—
|
|
|
25
|
|
|||
Royalty fee
|
59
|
|
|
—
|
|
|
59
|
|
|||
Impairment
|
1
|
|
|
—
|
|
|
1
|
|
|||
Cost reimbursements
|
406
|
|
|
314
|
|
|
720
|
|
|||
TOTAL EXPENSES
|
1,593
|
|
|
249
|
|
|
1,842
|
|
|||
Gains and other income, net
|
10
|
|
|
—
|
|
|
10
|
|
|||
Interest expense
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|||
Other
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||
INCOME BEFORE INCOME TAXES
|
207
|
|
|
7
|
|
|
214
|
|
|||
Provision for income taxes
|
(84
|
)
|
|
(3
|
)
|
|
(87
|
)
|
|||
NET INCOME
|
$
|
123
|
|
|
$
|
4
|
|
|
$
|
127
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
3.90
|
|
|
$
|
0.14
|
|
|
$
|
4.04
|
|
Diluted earnings per share
|
$
|
3.82
|
|
|
$
|
0.13
|
|
|
$
|
3.95
|
|
|
As of December 31, 2017
|
||||||||||
($ in millions)
|
As Reported
|
|
Adjustments
|
|
As Adjusted
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
409
|
|
|
$
|
—
|
|
|
$
|
409
|
|
Restricted cash
|
82
|
|
|
—
|
|
|
82
|
|
|||
Accounts receivable, net
|
154
|
|
|
(62
|
)
|
|
92
|
|
|||
Vacation ownership notes receivable, net
|
1,120
|
|
|
(5
|
)
|
|
1,115
|
|
|||
Inventory
|
716
|
|
|
12
|
|
|
728
|
|
|||
Property and equipment
|
253
|
|
|
—
|
|
|
253
|
|
|||
Other
|
172
|
|
|
(6
|
)
|
|
166
|
|
|||
TOTAL ASSETS
|
$
|
2,906
|
|
|
$
|
(61
|
)
|
|
$
|
2,845
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
145
|
|
|
$
|
—
|
|
|
$
|
145
|
|
Advance deposits
|
63
|
|
|
21
|
|
|
84
|
|
|||
Accrued liabilities
|
168
|
|
|
(48
|
)
|
|
120
|
|
|||
Deferred revenue
|
98
|
|
|
(29
|
)
|
|
69
|
|
|||
Payroll and benefits liability
|
112
|
|
|
—
|
|
|
112
|
|
|||
Deferred compensation liability
|
75
|
|
|
—
|
|
|
75
|
|
|||
Debt, net
|
1,095
|
|
|
—
|
|
|
1,095
|
|
|||
Other
|
14
|
|
|
—
|
|
|
14
|
|
|||
Deferred taxes
|
91
|
|
|
(1
|
)
|
|
90
|
|
|||
TOTAL LIABILITIES
|
1,861
|
|
|
(57
|
)
|
|
1,804
|
|
|||
|
|
|
|
|
|
||||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|||
Common stock
|
—
|
|
|
—
|
|
|
—
|
|
|||
Treasury stock
|
(694
|
)
|
|
—
|
|
|
(694
|
)
|
|||
Additional paid-in capital
|
1,189
|
|
|
—
|
|
|
1,189
|
|
|||
Accumulated other comprehensive income
|
17
|
|
|
—
|
|
|
17
|
|
|||
Retained earnings
|
533
|
|
|
(4
|
)
|
|
529
|
|
|||
TOTAL EQUITY
|
1,045
|
|
|
(4
|
)
|
|
1,041
|
|
|||
TOTAL LIABILITIES AND EQUITY
|
$
|
2,906
|
|
|
$
|
(61
|
)
|
|
$
|
2,845
|
|
|
As of December 30, 2016
|
||||||||||
($ in millions)
|
As Reported
|
|
Adjustments
|
|
As Adjusted
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
147
|
|
|
$
|
—
|
|
|
$
|
147
|
|
Restricted cash
|
66
|
|
|
—
|
|
|
66
|
|
|||
Accounts receivable, net
|
162
|
|
|
(77
|
)
|
|
85
|
|
|||
Vacation ownership notes receivable, net
|
972
|
|
|
(2
|
)
|
|
970
|
|
|||
Inventory
|
713
|
|
|
14
|
|
|
727
|
|
|||
Property and equipment
|
203
|
|
|
—
|
|
|
203
|
|
|||
Other
|
128
|
|
|
(6
|
)
|
|
122
|
|
|||
TOTAL ASSETS
|
$
|
2,391
|
|
|
$
|
(71
|
)
|
|
$
|
2,320
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
124
|
|
|
$
|
—
|
|
|
$
|
124
|
|
Advance deposits
|
56
|
|
|
26
|
|
|
82
|
|
|||
Accrued liabilities
|
147
|
|
|
(42
|
)
|
|
105
|
|
|||
Deferred revenue
|
95
|
|
|
(36
|
)
|
|
59
|
|
|||
Payroll and benefits liability
|
96
|
|
|
—
|
|
|
96
|
|
|||
Deferred compensation liability
|
63
|
|
|
—
|
|
|
63
|
|
|||
Debt, net
|
737
|
|
|
—
|
|
|
737
|
|
|||
Other
|
16
|
|
|
—
|
|
|
16
|
|
|||
Deferred taxes
|
149
|
|
|
(6
|
)
|
|
143
|
|
|||
TOTAL LIABILITIES
|
1,483
|
|
|
(58
|
)
|
|
1,425
|
|
|||
|
|
|
|
|
|
||||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|||
Common stock
|
—
|
|
|
—
|
|
|
—
|
|
|||
Treasury stock
|
(607
|
)
|
|
—
|
|
|
(607
|
)
|
|||
Additional paid-in capital
|
1,163
|
|
|
—
|
|
|
1,163
|
|
|||
Accumulated other comprehensive income
|
5
|
|
|
—
|
|
|
5
|
|
|||
Retained earnings
|
347
|
|
|
(13
|
)
|
|
334
|
|
|||
TOTAL EQUITY
|
908
|
|
|
(13
|
)
|
|
895
|
|
|||
TOTAL LIABILITIES AND EQUITY
|
$
|
2,391
|
|
|
$
|
(71
|
)
|
|
$
|
2,320
|
|
|
2017
|
||||||||||
($ in millions)
|
As Reported
|
|
Adjustments
|
|
As Adjusted
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
227
|
|
|
$
|
8
|
|
|
$
|
235
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
21
|
|
|
—
|
|
|
21
|
|
|||
Amortization of debt discount and issuance costs
|
10
|
|
|
—
|
|
|
10
|
|
|||
Vacation ownership notes receivable reserve
|
50
|
|
|
2
|
|
|
52
|
|
|||
Share-based compensation
|
16
|
|
|
—
|
|
|
16
|
|
|||
Loss on disposal of property and equipment, net
|
2
|
|
|
—
|
|
|
2
|
|
|||
Deferred income taxes
|
(66
|
)
|
|
5
|
|
|
(61
|
)
|
|||
Net change in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
5
|
|
|
(14
|
)
|
|
(9
|
)
|
|||
Notes receivable originations
|
(467
|
)
|
|
1
|
|
|
(466
|
)
|
|||
Notes receivable collections
|
270
|
|
|
—
|
|
|
270
|
|
|||
Inventory
|
42
|
|
|
3
|
|
|
45
|
|
|||
Purchase of vacation ownership units for future transfer to inventory
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
|||
Other assets
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
|||
Accounts payable, advance deposits and accrued liabilities
|
51
|
|
|
(12
|
)
|
|
39
|
|
|||
Deferred revenue
|
2
|
|
|
7
|
|
|
9
|
|
|||
Payroll and benefit liabilities
|
16
|
|
|
—
|
|
|
16
|
|
|||
Deferred compensation liability
|
12
|
|
|
—
|
|
|
12
|
|
|||
Other, net
|
6
|
|
|
—
|
|
|
6
|
|
|||
Net cash provided by operating activities
|
$
|
142
|
|
|
$
|
—
|
|
|
$
|
142
|
|
|
2016
|
||||||||||
($ in millions)
|
As Reported
|
|
Adjustments
|
|
As Adjusted
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
137
|
|
|
$
|
(15
|
)
|
|
$
|
122
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
21
|
|
|
—
|
|
|
21
|
|
|||
Amortization of debt discount and issuance costs
|
6
|
|
|
—
|
|
|
6
|
|
|||
Vacation ownership notes receivable reserve
|
48
|
|
|
(3
|
)
|
|
45
|
|
|||
Share-based compensation
|
14
|
|
|
—
|
|
|
14
|
|
|||
Gain on disposal of property and equipment, net
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|||
Deferred income taxes
|
39
|
|
|
(9
|
)
|
|
30
|
|
|||
Net change in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(29
|
)
|
|
29
|
|
|
—
|
|
|||
Notes receivable originations
|
(357
|
)
|
|
—
|
|
|
(357
|
)
|
|||
Notes receivable collections
|
254
|
|
|
—
|
|
|
254
|
|
|||
Inventory
|
5
|
|
|
(6
|
)
|
|
(1
|
)
|
|||
Other assets
|
11
|
|
|
1
|
|
|
12
|
|
|||
Accounts payable, advance deposits and accrued liabilities
|
(19
|
)
|
|
5
|
|
|
(14
|
)
|
|||
Deferred revenue
|
17
|
|
|
(2
|
)
|
|
15
|
|
|||
Payroll and benefit liabilities
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|||
Deferred compensation liability
|
12
|
|
|
—
|
|
|
12
|
|
|||
Net cash provided by operating activities
|
$
|
141
|
|
|
$
|
—
|
|
|
$
|
141
|
|
|
2015
|
||||||||||
($ in millions)
|
As Reported
|
|
Adjustments
|
|
As Adjusted
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
123
|
|
|
$
|
4
|
|
|
$
|
127
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
22
|
|
|
—
|
|
|
22
|
|
|||
Amortization of debt discount and issuance costs
|
6
|
|
|
—
|
|
|
6
|
|
|||
Vacation ownership notes receivable reserve
|
33
|
|
|
3
|
|
|
36
|
|
|||
Share-based compensation
|
14
|
|
|
—
|
|
|
14
|
|
|||
Gain on disposal of property and equipment, net
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||
Deferred income taxes
|
28
|
|
|
3
|
|
|
31
|
|
|||
Net change in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(25
|
)
|
|
(1
|
)
|
|
(26
|
)
|
|||
Notes receivable originations
|
(311
|
)
|
|
—
|
|
|
(311
|
)
|
|||
Notes receivable collections
|
270
|
|
|
—
|
|
|
270
|
|
|||
Inventory
|
73
|
|
|
—
|
|
|
73
|
|
|||
Purchase of operating properties for future conversion to inventory
|
(62
|
)
|
|
—
|
|
|
(62
|
)
|
|||
Other assets
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|||
Accounts payable, advance deposits and accrued liabilities
|
34
|
|
|
(8
|
)
|
|
26
|
|
|||
Liability for Marriott Rewards customer loyalty program
|
(89
|
)
|
|
—
|
|
|
(89
|
)
|
|||
Deferred revenue
|
(5
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|||
Payroll and benefit liabilities
|
11
|
|
|
—
|
|
|
11
|
|
|||
Deferred compensation liability
|
9
|
|
|
—
|
|
|
9
|
|
|||
Other liabilities
|
3
|
|
|
—
|
|
|
3
|
|
|||
Other, net
|
6
|
|
|
—
|
|
|
6
|
|
|||
Net cash provided by operating activities
|
$
|
119
|
|
|
$
|
—
|
|
|
$
|
119
|
|