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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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45-2598330
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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6649 Westwood Blvd. Orlando, FL
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32821
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 Par Value
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VAC
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New York Stock Exchange
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Page
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Part I.
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Part II.
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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Three Months Ended
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||||||
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March 31, 2019
|
|
March 31, 2018
|
||||
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REVENUES
|
|
|
|
||||
|
Sale of vacation ownership products
|
$
|
301
|
|
|
$
|
175
|
|
|
Management and exchange
|
239
|
|
|
70
|
|
||
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Rental
|
165
|
|
|
75
|
|
||
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Financing
|
68
|
|
|
35
|
|
||
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Cost reimbursements
|
287
|
|
|
216
|
|
||
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TOTAL REVENUES
|
1,060
|
|
|
571
|
|
||
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EXPENSES
|
|
|
|
||||
|
Cost of vacation ownership products
|
80
|
|
|
46
|
|
||
|
Marketing and sales
|
188
|
|
|
105
|
|
||
|
Management and exchange
|
116
|
|
|
36
|
|
||
|
Rental
|
108
|
|
|
55
|
|
||
|
Financing
|
22
|
|
|
11
|
|
||
|
General and administrative
|
78
|
|
|
28
|
|
||
|
Depreciation and amortization
|
37
|
|
|
6
|
|
||
|
Litigation settlement
|
1
|
|
|
—
|
|
||
|
Royalty fee
|
26
|
|
|
15
|
|
||
|
Impairment
|
26
|
|
|
—
|
|
||
|
Cost reimbursements
|
287
|
|
|
216
|
|
||
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TOTAL EXPENSES
|
969
|
|
|
518
|
|
||
|
Gains and other income, net
|
8
|
|
|
1
|
|
||
|
Interest expense
|
(34
|
)
|
|
(4
|
)
|
||
|
ILG acquisition-related costs
|
(26
|
)
|
|
(1
|
)
|
||
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Other
|
—
|
|
|
(2
|
)
|
||
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INCOME BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS
|
39
|
|
|
47
|
|
||
|
Provision for income taxes
|
(15
|
)
|
|
(11
|
)
|
||
|
NET INCOME
|
24
|
|
|
36
|
|
||
|
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
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NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
$
|
24
|
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|
$
|
36
|
|
|
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||||
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EARNINGS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
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|
|
||||
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Basic
|
$
|
0.52
|
|
|
$
|
1.35
|
|
|
Diluted
|
$
|
0.51
|
|
|
$
|
1.32
|
|
|
|
|
|
|
||||
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CASH DIVIDENDS DECLARED PER SHARE
|
$
|
0.45
|
|
|
$
|
0.40
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
NET INCOME
|
$
|
24
|
|
|
$
|
36
|
|
|
|
|
|
|
||||
|
Foreign currency translation adjustments
|
1
|
|
|
6
|
|
||
|
Derivative instrument adjustment, net of tax
|
(3
|
)
|
|
—
|
|
||
|
OTHER COMPREHENSIVE INCOME, NET OF TAX
|
(2
|
)
|
|
6
|
|
||
|
|
|
|
|
||||
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Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
||
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Other comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
||
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COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
—
|
|
|
—
|
|
||
|
|
|
|
|
||||
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COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
$
|
22
|
|
|
$
|
42
|
|
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March 31, 2019 Unaudited
|
|
December 31, 2018
|
||||
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ASSETS
|
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|
||||
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Cash and cash equivalents
|
$
|
222
|
|
|
$
|
231
|
|
|
Restricted cash (including $65 and $69 from VIEs, respectively)
|
356
|
|
|
383
|
|
||
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Accounts receivable, net (including $11 and $11 from VIEs, respectively)
|
277
|
|
|
324
|
|
||
|
Vacation ownership notes receivable, net (including $1,645 and $1,627 from VIEs, respectively)
|
2,055
|
|
|
2,039
|
|
||
|
Inventory
|
910
|
|
|
863
|
|
||
|
Property and equipment
|
848
|
|
|
951
|
|
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|
Goodwill
|
2,828
|
|
|
2,828
|
|
||
|
Intangibles, net
|
1,092
|
|
|
1,107
|
|
||
|
Other (including $31 and $26 from VIEs, respectively)
|
524
|
|
|
292
|
|
||
|
TOTAL ASSETS
|
$
|
9,112
|
|
|
$
|
9,018
|
|
|
|
|
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|
||||
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LIABILITIES AND EQUITY
|
|
|
|
||||
|
Accounts payable
|
$
|
168
|
|
|
$
|
245
|
|
|
Advance deposits
|
128
|
|
|
113
|
|
||
|
Accrued liabilities (including $2 and $2 from VIEs, respectively)
|
520
|
|
|
423
|
|
||
|
Deferred revenue
|
437
|
|
|
319
|
|
||
|
Payroll and benefits liability
|
172
|
|
|
211
|
|
||
|
Deferred compensation liability
|
100
|
|
|
93
|
|
||
|
Securitized debt, net (including $1,699 and $1,706 from VIEs, respectively)
|
1,688
|
|
|
1,694
|
|
||
|
Debt, net
|
2,201
|
|
|
2,124
|
|
||
|
Other
|
15
|
|
|
12
|
|
||
|
Deferred taxes
|
332
|
|
|
318
|
|
||
|
TOTAL LIABILITIES
|
5,761
|
|
|
5,552
|
|
||
|
Contingencies and Commitments (Note 11)
|
|
|
|
||||
|
Preferred stock — $0.01 par value; 2,000,000 shares authorized; none issued or outstanding
|
—
|
|
|
—
|
|
||
|
Common stock — $0.01 par value; 100,000,000 shares authorized; 57,839,682 and 57,626,462 shares issued, respectively
|
1
|
|
|
1
|
|
||
|
Treasury stock — at cost; 12,857,638 and 11,633,731 shares, respectively
|
(895
|
)
|
|
(790
|
)
|
||
|
Additional paid-in capital
|
3,717
|
|
|
3,721
|
|
||
|
Accumulated other comprehensive income
|
4
|
|
|
6
|
|
||
|
Retained earnings
|
519
|
|
|
523
|
|
||
|
TOTAL MVW SHAREHOLDERS' EQUITY
|
3,346
|
|
|
3,461
|
|
||
|
Noncontrolling interests
|
5
|
|
|
5
|
|
||
|
TOTAL EQUITY
|
3,351
|
|
|
3,466
|
|
||
|
TOTAL LIABILITIES AND EQUITY
|
$
|
9,112
|
|
|
$
|
9,018
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
OPERATING ACTIVITIES
|
|
|
|
||||
|
Net income
|
$
|
24
|
|
|
$
|
36
|
|
|
Adjustments to reconcile net income to net cash, cash equivalents and restricted cash provided by operating activities:
|
|
|
|
||||
|
Depreciation and amortization of intangibles
|
37
|
|
|
6
|
|
||
|
Amortization of debt discount and issuance costs
|
5
|
|
|
4
|
|
||
|
Vacation ownership notes receivable reserve
|
20
|
|
|
9
|
|
||
|
Share-based compensation
|
7
|
|
|
4
|
|
||
|
Impairment charges
|
26
|
|
|
—
|
|
||
|
Deferred income taxes
|
5
|
|
|
7
|
|
||
|
Net change in assets and liabilities, net of the effects of acquisition:
|
|
|
|
||||
|
Accounts receivable
|
2
|
|
|
29
|
|
||
|
Vacation ownership notes receivable originations
|
(194
|
)
|
|
(105
|
)
|
||
|
Vacation ownership notes receivable collections
|
154
|
|
|
79
|
|
||
|
Inventory
|
39
|
|
|
1
|
|
||
|
Other assets
|
(99
|
)
|
|
(25
|
)
|
||
|
Accounts payable, advance deposits and accrued liabilities
|
(83
|
)
|
|
(42
|
)
|
||
|
Deferred revenue
|
117
|
|
|
45
|
|
||
|
Payroll and benefit liabilities
|
(41
|
)
|
|
(31
|
)
|
||
|
Deferred compensation liability
|
6
|
|
|
4
|
|
||
|
Other liabilities
|
2
|
|
|
(1
|
)
|
||
|
Other, net
|
1
|
|
|
3
|
|
||
|
Net cash, cash equivalents and restricted cash provided by operating activities
|
28
|
|
|
23
|
|
||
|
INVESTING ACTIVITIES
|
|
|
|
||||
|
Capital expenditures for property and equipment (excluding inventory)
|
(10
|
)
|
|
(3
|
)
|
||
|
Proceeds from collection of notes receivable
|
38
|
|
|
—
|
|
||
|
Purchase of company owned life insurance
|
(1
|
)
|
|
(9
|
)
|
||
|
Net cash, cash equivalents and restricted cash provided by (used in) investing activities
|
27
|
|
|
(12
|
)
|
||
|
Common
Stock
Issued
|
|
|
|
Common
Stock |
|
Treasury
Stock |
|
Additional
Paid-In Capital |
|
Accumulated
Other Comprehensive Income |
|
Retained Earnings
|
|
Total MVW Shareholders' Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
57.6
|
|
|
Balance at December 31, 2018
|
|
$
|
1
|
|
|
$
|
(790
|
)
|
|
$
|
3,721
|
|
|
$
|
6
|
|
|
$
|
523
|
|
|
$
|
3,461
|
|
|
$
|
5
|
|
|
$
|
3,466
|
|
|
—
|
|
|
Impact of adoption of ASU 2016-02
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
||||||||
|
57.6
|
|
|
Opening Balance 2019
|
|
$
|
1
|
|
|
$
|
(790
|
)
|
|
$
|
3,721
|
|
|
$
|
6
|
|
|
$
|
515
|
|
|
$
|
3,453
|
|
|
$
|
5
|
|
|
$
|
3,458
|
|
|
—
|
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
24
|
|
|
—
|
|
|
24
|
|
||||||||
|
—
|
|
|
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
|
—
|
|
|
Derivative instrument adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||||
|
0.2
|
|
|
Amounts related to share-based compensation
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||||||
|
—
|
|
|
Repurchase of common stock
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
|
(106
|
)
|
||||||||
|
—
|
|
|
Dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
||||||||
|
—
|
|
|
Employee stock plan issuance
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
|
57.8
|
|
|
Balance at March 31, 2019
|
|
$
|
1
|
|
|
$
|
(895
|
)
|
|
$
|
3,717
|
|
|
$
|
4
|
|
|
$
|
519
|
|
|
$
|
3,346
|
|
|
$
|
5
|
|
|
$
|
3,351
|
|
|
Common
Stock
Issued
|
|
|
|
Common
Stock |
|
Treasury
Stock |
|
Additional
Paid-In Capital |
|
Accumulated
Other Comprehensive Income |
|
Retained Earnings
|
|
Total MVW Shareholders' Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
36.9
|
|
|
Balance at December 31, 2017
|
|
$
|
—
|
|
|
$
|
(694
|
)
|
|
$
|
1,189
|
|
|
$
|
17
|
|
|
$
|
529
|
|
|
$
|
1,041
|
|
|
$
|
—
|
|
|
$
|
1,041
|
|
|
—
|
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
36
|
|
|
—
|
|
|
36
|
|
||||||||
|
—
|
|
|
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||||
|
0.1
|
|
|
Amounts related to share-based compensation
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||||||
|
—
|
|
|
Repurchase of common stock
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||||
|
—
|
|
|
Dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
||||||||
|
37.0
|
|
|
Balance at March 31, 2018
|
|
$
|
—
|
|
|
$
|
(696
|
)
|
|
$
|
1,184
|
|
|
$
|
23
|
|
|
$
|
555
|
|
|
$
|
1,066
|
|
|
$
|
—
|
|
|
$
|
1,066
|
|
|
1.
|
BASIS OF 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 costs related to the ILG Acquisition from Other expense to ILG acquisition-related costs;
|
|
2.
|
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS
|
|
3.
|
ACQUISITIONS AND DISPOSITIONS
|
|
($ in millions)
|
|
September 1, 2018
(as reported at December 31, 2018)
|
||
|
Vacation ownership notes receivable
|
|
$
|
753
|
|
|
Inventory
|
|
474
|
|
|
|
Property and equipment
|
|
374
|
|
|
|
Intangible assets
|
|
1,166
|
|
|
|
Other assets
|
|
620
|
|
|
|
Deferred revenue
|
|
(217
|
)
|
|
|
Deferred taxes
|
|
(179
|
)
|
|
|
Debt
|
|
(392
|
)
|
|
|
Securitized debt from VIEs
|
|
(702
|
)
|
|
|
Other liabilities
|
|
(511
|
)
|
|
|
Net assets acquired
|
|
1,386
|
|
|
|
Goodwill(1)
|
|
2,828
|
|
|
|
|
|
$
|
4,214
|
|
|
(1)
|
Goodwill is calculated as total consideration transferred, net of cash acquired, less identified net assets acquired and it primarily represents the value that we expect to obtain from synergies and growth opportunities from our combined operations.
|
|
|
|
Estimated Fair Value
($ in millions)
|
|
Estimated Useful Life
(in years)
|
||
|
Member relationships
|
|
$
|
695
|
|
|
15 to 20
|
|
Management contracts
|
|
356
|
|
|
15 to 25
|
|
|
Management contracts(1)
|
|
33
|
|
|
indefinite
|
|
|
Trade names and trademarks
|
|
82
|
|
|
indefinite
|
|
|
|
|
$
|
1,166
|
|
|
|
|
(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.
|
|
($ in millions, except per share data)
|
|
Three Months Ended March 31, 2018
|
||
|
Revenues
|
|
$
|
1,047
|
|
|
Net income
|
|
$
|
46
|
|
|
Net income attributable to common shareholders
|
|
$
|
45
|
|
|
EARNINGS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
|
|
||
|
Basic
|
|
$
|
0.95
|
|
|
Diluted
|
|
$
|
0.92
|
|
|
($ in millions)
|
|
Three Months Ended March 31, 2019
|
||
|
Revenue
|
|
$
|
458
|
|
|
Net income attributable to common shareholders
|
|
$
|
32
|
|
|
4.
|
REVENUE
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||
|
($ in millions)
|
Vacation Ownership
|
|
Exchange & Third-Party Management
|
|
Corporate and Other
|
|
Total
|
||||||||
|
Sale of vacation ownership products
|
$
|
301
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
301
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Ancillary revenues
|
57
|
|
|
1
|
|
|
—
|
|
|
58
|
|
||||
|
Management fee revenues
|
37
|
|
|
15
|
|
|
(4
|
)
|
|
48
|
|
||||
|
Other services revenues
|
31
|
|
|
66
|
|
|
36
|
|
|
133
|
|
||||
|
Management and exchange
|
125
|
|
|
82
|
|
|
32
|
|
|
239
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Rental
|
147
|
|
|
17
|
|
|
1
|
|
|
165
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Cost reimbursements
|
291
|
|
|
24
|
|
|
(28
|
)
|
|
287
|
|
||||
|
Revenue from contracts with customers
|
864
|
|
|
123
|
|
|
5
|
|
|
992
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Financing
|
67
|
|
|
1
|
|
|
—
|
|
|
68
|
|
||||
|
Total Revenues
|
$
|
931
|
|
|
$
|
124
|
|
|
$
|
5
|
|
|
$
|
1,060
|
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||
|
($ in millions)
|
Vacation Ownership
|
|
Exchange & Third-Party Management
|
|
Corporate and Other
|
|
Total
|
||||||||
|
Sale of vacation ownership products
|
$
|
175
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
175
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Ancillary revenues
|
28
|
|
|
—
|
|
|
—
|
|
|
28
|
|
||||
|
Management fee revenues
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
||||
|
Other services revenues
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||
|
Management and exchange
|
70
|
|
|
—
|
|
|
—
|
|
|
70
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Rental
|
75
|
|
|
—
|
|
|
—
|
|
|
75
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Cost reimbursements
|
216
|
|
|
—
|
|
|
—
|
|
|
216
|
|
||||
|
Revenue from contracts with customers
|
536
|
|
|
—
|
|
|
—
|
|
|
536
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Financing
|
35
|
|
|
—
|
|
|
—
|
|
|
35
|
|
||||
|
Total Revenues
|
$
|
571
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
571
|
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||
|
($ in millions)
|
Vacation Ownership
|
|
Exchange & Third-Party Management
|
|
Corporate and Other
|
|
Total
|
||||||||
|
Services transferred over time
|
$
|
507
|
|
|
$
|
59
|
|
|
$
|
5
|
|
|
$
|
571
|
|
|
Goods or services transferred at a point in time
|
357
|
|
|
64
|
|
|
—
|
|
|
421
|
|
||||
|
Revenue from contracts with customers
|
$
|
864
|
|
|
$
|
123
|
|
|
$
|
5
|
|
|
$
|
992
|
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||
|
($ in millions)
|
Vacation Ownership
|
|
Exchange & Third-Party Management
|
|
Corporate and Other
|
|
Total
|
||||||||
|
Services transferred over time
|
$
|
328
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
328
|
|
|
Goods or services transferred at a point in time
|
208
|
|
|
—
|
|
|
—
|
|
|
208
|
|
||||
|
Revenue from contracts with customers
|
$
|
536
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
536
|
|
|
($ in millions)
|
At March 31, 2019
|
|
At December 31, 2018
|
||||
|
Receivables
|
|
|
|
||||
|
Accounts receivable
|
$
|
46
|
|
|
$
|
68
|
|
|
Vacation ownership notes receivable, net
|
2,055
|
|
|
2,039
|
|
||
|
|
$
|
2,101
|
|
|
$
|
2,107
|
|
|
|
|
|
|
||||
|
Contract Liabilities
|
|
|
|
||||
|
Advance deposits
|
$
|
128
|
|
|
$
|
113
|
|
|
Deferred revenue
|
437
|
|
|
319
|
|
||
|
|
$
|
565
|
|
|
$
|
432
|
|
|
5.
|
INCOME TAXES
|
|
6.
|
VACATION OWNERSHIP NOTES RECEIVABLE
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
($ in millions)
|
Originated
|
|
Acquired
|
|
Total
|
|
Originated
|
|
Acquired
|
|
Total
|
||||||||||||
|
Securitized
|
$
|
1,138
|
|
|
$
|
507
|
|
|
$
|
1,645
|
|
|
$
|
1,070
|
|
|
$
|
557
|
|
|
$
|
1,627
|
|
|
Non-securitized
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Eligible for securitization(1)
|
100
|
|
|
18
|
|
|
118
|
|
|
85
|
|
|
22
|
|
|
107
|
|
||||||
|
Not eligible for securitization(1)
|
220
|
|
|
72
|
|
|
292
|
|
|
233
|
|
|
72
|
|
|
305
|
|
||||||
|
Subtotal
|
320
|
|
|
90
|
|
|
410
|
|
|
318
|
|
|
94
|
|
|
412
|
|
||||||
|
|
$
|
1,458
|
|
|
$
|
597
|
|
|
$
|
2,055
|
|
|
$
|
1,388
|
|
|
$
|
651
|
|
|
$
|
2,039
|
|
|
(1)
|
Refer to Footnote 7 “Financial Instruments” for a discussion of eligibility of our vacation ownership notes receivable for securitization.
|
|
|
Three Months Ended
|
||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
Interest income associated with vacation ownership notes receivable — securitized
|
$
|
59
|
|
|
$
|
26
|
|
|
Interest income associated with vacation ownership notes receivable —
non-securitized
|
6
|
|
|
8
|
|
||
|
Total interest income associated with vacation ownership notes receivable
|
$
|
65
|
|
|
$
|
34
|
|
|
($ in millions)
|
Three Months Ended March 31, 2019
|
||
|
Accretable yield balance at December 31, 2018
|
$
|
199
|
|
|
Accretion
|
(22
|
)
|
|
|
Reclassification to non-accretable difference
|
(4
|
)
|
|
|
Accretable yield balance at March 31, 2019
|
$
|
173
|
|
|
|
|
||
|
Non-accretable difference at March 31, 2019
|
$
|
62
|
|
|
|
Acquired Vacation Ownership Notes Receivable
|
||||||||||
|
($ in millions)
|
Non-Securitized
|
|
Securitized
|
|
Total
|
||||||
|
2019, remaining
|
$
|
9
|
|
|
$
|
54
|
|
|
$
|
63
|
|
|
2020
|
9
|
|
|
56
|
|
|
65
|
|
|||
|
2021
|
9
|
|
|
57
|
|
|
66
|
|
|||
|
2022
|
10
|
|
|
57
|
|
|
67
|
|
|||
|
2023
|
10
|
|
|
56
|
|
|
66
|
|
|||
|
Thereafter
|
43
|
|
|
227
|
|
|
270
|
|
|||
|
Balance at March 31, 2019
|
$
|
90
|
|
|
$
|
507
|
|
|
$
|
597
|
|
|
Weighted average stated interest rate
|
13.4%
|
|
13.4%
|
|
13.4%
|
||||||
|
Range of stated interest rates
|
0.0% to 17.9%
|
|
6.0% to 16.9%
|
|
0.0% to 17.9%
|
||||||
|
|
Originated Vacation Ownership Notes Receivable
|
||||||||||
|
($ in millions)
|
Non-Securitized
|
|
Securitized
|
|
Total
|
||||||
|
2019, remaining
|
$
|
46
|
|
|
$
|
81
|
|
|
$
|
127
|
|
|
2020
|
40
|
|
|
111
|
|
|
151
|
|
|||
|
2021
|
33
|
|
|
117
|
|
|
150
|
|
|||
|
2022
|
29
|
|
|
120
|
|
|
149
|
|
|||
|
2023
|
26
|
|
|
123
|
|
|
149
|
|
|||
|
Thereafter
|
146
|
|
|
586
|
|
|
732
|
|
|||
|
Balance at March 31, 2019
|
$
|
320
|
|
|
$
|
1,138
|
|
|
$
|
1,458
|
|
|
Weighted average stated interest rate
|
11.8%
|
|
12.6%
|
|
12.4%
|
||||||
|
Range of stated interest rates
|
0.0% to 18.0%
|
|
5.2% to 17.5%
|
|
0.0% to 18.0%
|
||||||
|
|
Originated Vacation Ownership Notes Receivable
|
||||||||||
|
($ in millions)
|
Non-Securitized
|
|
Securitized
|
|
Total
|
||||||
|
Balance at December 31, 2018
|
$
|
61
|
|
|
$
|
79
|
|
|
$
|
140
|
|
|
Increase in vacation ownership notes receivable reserve
|
17
|
|
|
2
|
|
|
19
|
|
|||
|
Securitizations
|
(10
|
)
|
|
10
|
|
|
—
|
|
|||
|
Write-offs
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||
|
Defaulted vacation ownership notes receivable repurchase activity(1)
|
7
|
|
|
(7
|
)
|
|
—
|
|
|||
|
Balance at March 31, 2019
|
$
|
65
|
|
|
$
|
84
|
|
|
$
|
149
|
|
|
(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.
|
|
|
Legacy-MVW Vacation Ownership Notes Receivable
|
||||||||||
|
($ in millions)
|
Non-Securitized
|
|
Securitized
|
|
Total
|
||||||
|
Investment in vacation ownership notes receivable on non-accrual status at March 31, 2019
|
$
|
37
|
|
|
$
|
11
|
|
|
$
|
48
|
|
|
Investment in vacation ownership notes receivable on non-accrual status at December 31, 2018
|
$
|
36
|
|
|
$
|
9
|
|
|
$
|
45
|
|
|
Average investment in vacation ownership notes receivable on non-accrual status during the first quarter of 2019
|
$
|
37
|
|
|
$
|
10
|
|
|
$
|
47
|
|
|
Average investment in vacation ownership notes receivable on non-accrual status during the first quarter of 2018
|
$
|
39
|
|
|
$
|
8
|
|
|
$
|
47
|
|
|
|
Legacy-MVW Vacation Ownership Notes Receivable
|
||||||||||
|
($ in millions)
|
Non-Securitized
|
|
Securitized
|
|
Total
|
||||||
|
31 – 90 days past due
|
$
|
6
|
|
|
$
|
25
|
|
|
$
|
31
|
|
|
91 – 150 days past due
|
3
|
|
|
11
|
|
|
14
|
|
|||
|
Greater than 150 days past due
|
34
|
|
|
—
|
|
|
34
|
|
|||
|
Total past due
|
43
|
|
|
36
|
|
|
79
|
|
|||
|
Current
|
198
|
|
|
1,143
|
|
|
1,341
|
|
|||
|
Total vacation ownership notes receivable
|
$
|
241
|
|
|
$
|
1,179
|
|
|
$
|
1,420
|
|
|
|
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
|
|
|
•
|
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 and we do not resume interest accrual until the vacation ownership notes receivable becomes contractually current. 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.
|
|
|
Acquired Vacation Ownership Notes Receivable
|
||||||||||||||||||
|
($ in millions)
|
700 +
|
|
600 - 699
|
|
< 600
|
|
No Score(1)
|
|
Total
|
||||||||||
|
Westin
|
$
|
139
|
|
|
$
|
76
|
|
|
$
|
6
|
|
|
$
|
19
|
|
|
$
|
240
|
|
|
Sheraton
|
134
|
|
|
115
|
|
|
20
|
|
|
48
|
|
|
317
|
|
|||||
|
Hyatt
|
18
|
|
|
12
|
|
|
2
|
|
|
1
|
|
|
33
|
|
|||||
|
Other
|
4
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
7
|
|
|||||
|
|
$
|
295
|
|
|
$
|
204
|
|
|
$
|
28
|
|
|
$
|
70
|
|
|
$
|
597
|
|
|
(1)
|
Vacation ownership notes receivable with no FICO score primarily relate to non-U.S. resident borrowers.
|
|
|
Acquired Vacation Ownership Notes Receivable
|
||||||||||||||||||
|
($ in millions)
|
700 +
|
|
600 - 699
|
|
< 600
|
|
No Score(1)
|
|
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
|
|
|
(1)
|
Vacation ownership notes receivable with no FICO score primarily relate to non-U.S. resident borrowers.
|
|
|
Originated Vacation Ownership Notes Receivable
|
||||||||||||||||||
|
($ in millions)
|
700 +
|
|
600 - 699
|
|
< 600
|
|
No Score(1)
|
|
Total
|
||||||||||
|
Westin
|
$
|
62
|
|
|
$
|
18
|
|
|
$
|
2
|
|
|
$
|
12
|
|
|
$
|
94
|
|
|
Sheraton
|
40
|
|
|
24
|
|
|
4
|
|
|
15
|
|
|
83
|
|
|||||
|
Hyatt
|
7
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
|
|
$
|
109
|
|
|
$
|
45
|
|
|
$
|
6
|
|
|
$
|
27
|
|
|
$
|
187
|
|
|
(1)
|
Vacation ownership notes receivable with no FICO score primarily relate to non-U.S. resident borrowers.
|
|
|
Originated Vacation Ownership Notes Receivable
|
||||||||||||||||||
|
($ in millions)
|
700 +
|
|
600 - 699
|
|
< 600
|
|
No Score(1)
|
|
Total
|
||||||||||
|
Westin
|
$
|
43
|
|
|
$
|
11
|
|
|
$
|
1
|
|
|
$
|
7
|
|
|
$
|
62
|
|
|
Sheraton
|
28
|
|
|
17
|
|
|
3
|
|
|
9
|
|
|
57
|
|
|||||
|
Hyatt
|
5
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
|
|
$
|
76
|
|
|
$
|
30
|
|
|
$
|
4
|
|
|
$
|
16
|
|
|
$
|
126
|
|
|
(1)
|
Vacation ownership notes receivable with no FICO score primarily relate to non-U.S. resident borrowers.
|
|
|
Originated Vacation Ownership Notes Receivable
|
||||||||||||||||||||||||||
|
|
|
|
|
|
Delinquent
|
|
Defaulted(1)
|
|
Total Delinquent & Defaulted
|
||||||||||||||||||
|
($ in millions)
|
Receivables
|
|
Current
|
|
30 - 59 Days
|
|
60 - 89 Days
|
|
90 - 119 Days
|
|
> 120 Days
|
|
|||||||||||||||
|
As of March 31, 2019
|
$
|
187
|
|
|
$
|
183
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
As of December 31, 2018
|
$
|
126
|
|
|
$
|
124
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
(1)
|
Vacation ownership notes receivable equal to or greater than 120 days are considered in default.
|
|
7.
|
FINANCIAL INSTRUMENTS
|
|
|
At March 31, 2019
|
|
At December 31, 2018
|
||||||||||||
|
($ in millions)
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
Originated vacation ownership notes receivable
|
$
|
1,458
|
|
|
$
|
1,485
|
|
|
$
|
1,388
|
|
|
$
|
1,413
|
|
|
Other assets
|
38
|
|
|
38
|
|
|
66
|
|
|
66
|
|
||||
|
Total financial assets
|
$
|
1,496
|
|
|
$
|
1,523
|
|
|
$
|
1,454
|
|
|
$
|
1,479
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Securitized debt, net
|
$
|
(1,688
|
)
|
|
$
|
(1,700
|
)
|
|
$
|
(1,694
|
)
|
|
$
|
(1,698
|
)
|
|
Exchange Notes, net
|
(88
|
)
|
|
(88
|
)
|
|
(88
|
)
|
|
(87
|
)
|
||||
|
Senior Unsecured Notes, net
|
(741
|
)
|
|
(786
|
)
|
|
(741
|
)
|
|
(726
|
)
|
||||
|
IAC Notes
|
(141
|
)
|
|
(139
|
)
|
|
(141
|
)
|
|
(140
|
)
|
||||
|
Term Loan, net
|
(886
|
)
|
|
(892
|
)
|
|
(888
|
)
|
|
(887
|
)
|
||||
|
Revolving Corporate Credit Facility, net
|
(71
|
)
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
||||
|
Convertible notes, net
|
(201
|
)
|
|
(219
|
)
|
|
(199
|
)
|
|
(198
|
)
|
||||
|
Non-interest bearing note payable, net
|
(31
|
)
|
|
(31
|
)
|
|
(30
|
)
|
|
(30
|
)
|
||||
|
Other debt, net
|
(19
|
)
|
|
(19
|
)
|
|
(20
|
)
|
|
(20
|
)
|
||||
|
Other liabilities
|
(9
|
)
|
|
(9
|
)
|
|
(6
|
)
|
|
(6
|
)
|
||||
|
Total financial liabilities
|
$
|
(3,875
|
)
|
|
$
|
(3,954
|
)
|
|
$
|
(3,807
|
)
|
|
$
|
(3,792
|
)
|
|
|
At March 31, 2019
|
|
At December 31, 2018
|
||||||||||||
|
($ in millions)
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
Originated vacation ownership notes receivable
|
|
|
|
|
|
|
|
||||||||
|
Securitized
|
$
|
1,138
|
|
|
$
|
1,163
|
|
|
$
|
1,070
|
|
|
$
|
1,093
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Eligible for securitization
|
100
|
|
|
102
|
|
|
85
|
|
|
87
|
|
||||
|
Not eligible for securitization
|
220
|
|
|
220
|
|
|
233
|
|
|
233
|
|
||||
|
Non-securitized
|
320
|
|
|
322
|
|
|
318
|
|
|
320
|
|
||||
|
|
$
|
1,458
|
|
|
$
|
1,485
|
|
|
$
|
1,388
|
|
|
$
|
1,413
|
|
|
8.
|
EARNINGS PER SHARE
|
|
(1)
|
The computations of diluted earnings per share attributable to common shareholders exclude approximately 452,000 and 307,000 shares of common stock, the maximum number of shares issuable as of March 31, 2019 and March 31, 2018, 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.
|
|
9.
|
INVENTORY
|
|
($ in millions)
|
At March 31, 2019
|
|
At December 31, 2018
|
||||
|
Finished goods(1)
|
$
|
862
|
|
|
$
|
843
|
|
|
Work-in-progress
|
37
|
|
|
9
|
|
||
|
Real estate inventory
|
899
|
|
|
852
|
|
||
|
Other
|
11
|
|
|
11
|
|
||
|
|
$
|
910
|
|
|
$
|
863
|
|
|
(1)
|
Represents completed inventory that is either registered for sale as vacation ownership interests, or unregistered and available for sale in its current form.
|
|
10.
|
PROPERTY AND EQUIPMENT
|
|
($ in millions)
|
At March 31, 2019
|
|
At December 31, 2018
|
||||
|
Land and land improvements
|
$
|
378
|
|
|
$
|
466
|
|
|
Buildings and leasehold improvements
|
411
|
|
|
404
|
|
||
|
Furniture, fixtures and other equipment
|
91
|
|
|
88
|
|
||
|
Information technology
|
308
|
|
|
297
|
|
||
|
Construction in progress
|
17
|
|
|
32
|
|
||
|
|
1,205
|
|
|
1,287
|
|
||
|
Accumulated depreciation
|
(357
|
)
|
|
(336
|
)
|
||
|
|
$
|
848
|
|
|
$
|
951
|
|
|
11.
|
CONTINGENCIES AND COMMITMENTS
|
|
•
|
We have various contracts for the use of information technology hardware and software that we use in the normal course of business. Our aggregate commitments under these contracts were $52 million, of which we expect $29 million, $13 million, $5 million, $3 million and $2 million will be paid in the remainder of 2019, 2020, 2021, 2022 and 2023, respectively.
|
|
•
|
We have commitments of $3 million to subsidize operating costs of vacation ownership property owners’ associations, which we expect to pay in 2019.
|
|
•
|
We have a commitment to purchase an operating property located in New York, New York for $182 million, of which $7 million is attributed to a related finance lease arrangement and recorded in Debt. We expect to acquire the units in the property in their current form, over time, and we expect to make payments for these units of $120 million and $62 million in 2020 and 2021, respectively. We currently manage this property, which was rebranded as Marriott Vacation Club Pulse, New York City. See Footnote 17 “Variable Interest Entities” for additional information on this transaction and our activities relating to the variable interest entity involved in this transaction.
|
|
•
|
We have a commitment to purchase 88 vacation ownership units located in Bali, Indonesia for use in our Vacation Ownership segment, contingent upon completion of construction to agreed-upon standards within specified timeframes. We expect to complete the acquisition in 2020 and to make the remaining payments with respect to these units when specific construction milestones are completed, as follows: $7 million in 2019, $23 million in 2020 and $2 million in 2021.
|
|
•
|
We have a commitment to purchase an operating property located in San Francisco, California for $158 million of which $10 million is attributed to a related finance lease arrangement and recorded in Debt. We expect to acquire the operating property over time and expect to make payments for the operating property as follows: $56 million in 2019, $55 million in 2020 and $47 million in 2021. We currently manage this unbranded property, which we expect to rebrand as Marriott Vacation Club Pulse, San Francisco during 2019. See Footnote 17 “Variable Interest Entities” for additional information on this transaction and our activities relating to the variable interest entity involved in this transaction.
|
|
12.
|
LEASES
|
|
($ in millions)
|
Balance Sheet Classification
|
|
At March 31, 2019
|
||
|
Operating lease assets
|
Other assets
|
|
$
|
126
|
|
|
Finance lease assets
|
Property and equipment
|
|
23
|
|
|
|
|
|
|
$
|
149
|
|
|
|
|
|
|
||
|
Operating lease liabilities
|
Accrued liabilities
|
|
$
|
138
|
|
|
Finance lease liabilities
|
Debt
|
|
23
|
|
|
|
|
|
|
$
|
161
|
|
|
($ in millions)
|
Income Statement Classification
|
|
Three Months Ended March 31, 2019
|
||
|
Operating lease cost
|
Marketing and sales expense General and administrative expense
|
|
$
|
8
|
|
|
Finance lease cost
|
|
|
|
||
|
Amortization of right-of-use assets
|
Depreciation and amortization
|
|
1
|
|
|
|
Interest on lease liabilities
|
Interest expense
|
|
—
|
|
|
|
Variable lease cost
|
Marketing and sales expense
|
|
1
|
|
|
|
|
|
|
$
|
10
|
|
|
|
At March 31, 2019
|
||||||||||
|
($ in millions)
|
Operating Leases
|
|
Finance Leases(1)
|
|
Total
|
||||||
|
2019, remaining
|
$
|
23
|
|
|
$
|
12
|
|
|
$
|
35
|
|
|
2020
|
30
|
|
|
10
|
|
|
40
|
|
|||
|
2021
|
22
|
|
|
1
|
|
|
23
|
|
|||
|
2022
|
17
|
|
|
—
|
|
|
17
|
|
|||
|
2023
|
16
|
|
|
—
|
|
|
16
|
|
|||
|
Thereafter
|
102
|
|
|
—
|
|
|
102
|
|
|||
|
Total lease payments
|
210
|
|
|
23
|
|
|
233
|
|
|||
|
Less: Imputed interest
|
(72
|
)
|
|
—
|
|
|
(72
|
)
|
|||
|
|
$
|
138
|
|
|
$
|
23
|
|
|
$
|
161
|
|
|
(1)
|
Finance lease payments include $17 million related to residual value guarantees associated with purchase commitments for operating properties in San Francisco, California and New York, New York. See Footnote 11 “Contingencies and Commitments” for additional information regarding these transactions.
|
|
|
At March 31, 2019
|
|
Weighted-average remaining lease term (in years)
|
|
|
Operating leases
|
11.2 years
|
|
Finance leases
|
0.9 years
|
|
Weighted-average discount rate
|
|
|
Operating leases
|
6.6%
|
|
Finance leases
|
4.8%
|
|
($ in millions)
|
Three Months Ended March 31, 2019
|
||
|
Cash paid for amounts included in measurement of lease liabilities
|
|
||
|
Operating cash flows for finance leases
|
$
|
—
|
|
|
Operating cash flows for operating leases
|
12
|
|
|
|
Financing cash flows for finance leases
|
1
|
|
|
|
|
$
|
13
|
|
|
13.
|
SECURITIZED DEBT
|
|
($ in millions)
|
At March 31, 2019
|
|
At December 31, 2018
|
|||||
|
Vacation ownership notes receivable securitizations, gross(1)
|
$
|
882
|
|
|
$
|
962
|
|
|
|
Unamortized debt issuance costs
|
(10
|
)
|
|
(11
|
)
|
|||
|
|
|
872
|
|
|
951
|
|
||
|
Legacy-ILG
|
|
|
|
|||||
|
|
Vacation ownership notes receivable securitizations(2)
|
582
|
|
|
628
|
|
||
|
|
|
|
|
|
||||
|
Warehouse Credit Facility, gross(3)
|
235
|
|
|
116
|
|
|||
|
Unamortized debt issuance costs
|
(1
|
)
|
|
(1
|
)
|
|||
|
|
|
234
|
|
|
115
|
|
||
|
|
|
|
|
|
||||
|
|
|
$
|
1,688
|
|
|
$
|
1,694
|
|
|
(1)
|
Interest rates as of March 31, 2019 range from 2.2% to 6.3%, with a weighted average interest rate of 2.9%.
|
|
(2)
|
Interest rates as of March 31, 2019 range from 2.3% to 4.0%, with a weighted average interest rate of 2.9%.
|
|
(3)
|
Effective interest rate as of March 31, 2019 was 3.6%.
|
|
|
Vacation Ownership
Notes Receivable Securitizations
|
|
Warehouse
Credit Facility
|
|
Total
|
||||||||||
|
($ in millions)
|
Legacy-MVW
|
|
Legacy-ILG
|
|
|
||||||||||
|
Payments Year
|
|
|
|
|
|
|
|
||||||||
|
2019, remaining
|
$
|
70
|
|
|
$
|
111
|
|
|
$
|
9
|
|
|
$
|
190
|
|
|
2020
|
96
|
|
|
109
|
|
|
12
|
|
|
217
|
|
||||
|
2021
|
99
|
|
|
81
|
|
|
214
|
|
|
394
|
|
||||
|
2022
|
100
|
|
|
65
|
|
|
—
|
|
|
165
|
|
||||
|
2023
|
99
|
|
|
55
|
|
|
—
|
|
|
154
|
|
||||
|
Thereafter
|
418
|
|
|
161
|
|
|
—
|
|
|
579
|
|
||||
|
|
$
|
882
|
|
|
$
|
582
|
|
|
$
|
235
|
|
|
$
|
1,699
|
|
|
14.
|
DEBT
|
|
($ in millions)
|
At March 31, 2019
|
|
At December 31, 2018
|
|||||
|
Senior Notes
|
|
|
|
|||||
|
|
Exchange Notes(1)
|
$
|
89
|
|
|
$
|
89
|
|
|
|
Unamortized debt issuance costs
|
(1
|
)
|
|
(1
|
)
|
||
|
|
|
88
|
|
|
88
|
|
||
|
|
|
|
|
|
||||
|
|
Senior Unsecured Notes(2)
|
750
|
|
|
750
|
|
||
|
|
Unamortized debt issuance costs
|
(9
|
)
|
|
(9
|
)
|
||
|
|
|
741
|
|
|
741
|
|
||
|
|
|
|
|
|
||||
|
|
IAC Notes(3)
|
141
|
|
|
141
|
|
||
|
|
|
|
|
|
||||
|
Corporate Credit Facility
|
|
|
|
|||||
|
|
Term Loan
|
898
|
|
|
900
|
|
||
|
|
Unamortized debt discount and issuance costs
|
(12
|
)
|
|
(12
|
)
|
||
|
|
|
886
|
|
|
888
|
|
||
|
|
|
|
|
|
||||
|
|
Revolving Corporate Credit Facility(4)
|
75
|
|
|
—
|
|
||
|
|
Unamortized debt issuance costs(5)
|
(4
|
)
|
|
—
|
|
||
|
|
|
71
|
|
|
—
|
|
||
|
|
|
|
|
|
||||
|
Convertible notes, gross(6)
|
230
|
|
|
230
|
|
|||
|
Unamortized debt discount and issuance costs
|
(29
|
)
|
|
(31
|
)
|
|||
|
|
|
201
|
|
|
199
|
|
||
|
|
|
|
|
|
||||
|
Non-Interest bearing note payable
|
31
|
|
|
31
|
|
|||
|
Unamortized debt discount(7)
|
—
|
|
|
(1
|
)
|
|||
|
|
|
31
|
|
|
30
|
|
||
|
|
|
|
|
|
||||
|
Finance leases
|
23
|
|
|
17
|
|
|||
|
|
|
|
|
|
||||
|
Other(8)
|
19
|
|
|
20
|
|
|||
|
|
|
|
|
|
||||
|
|
|
$
|
2,201
|
|
|
$
|
2,124
|
|
|
(1)
|
Interest rate of 5.625%, maturing on April 15, 2023.
|
|
(2)
|
Interest rate of 6.500%, maturing on September 15, 2026.
|
|
(3)
|
Interest rate of 5.625%, maturing on April 15, 2023.
|
|
(4)
|
The effective interest rate as of March 31, 2019 was 6.5%.
|
|
(5)
|
Excludes $4 million of unamortized debt issuance costs as of December 31, 2018, as no cash borrowings were outstanding on the Revolving Corporate Credit Facility at that time.
|
|
(6)
|
The effective interest rate as of March 31, 2019 was 4.7%.
|
|
(7)
|
Debt discount based on imputed interest rate of 6.0%.
|
|
(8)
|
Non-recourse.
|
|
|
Payments Year
|
||||||||||||||||||||||||||
|
($ in millions)
|
Remaining 2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
Exchange Notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
89
|
|
|
$
|
—
|
|
|
$
|
89
|
|
|
Senior Unsecured Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
750
|
|
|
750
|
|
|||||||
|
IAC Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
141
|
|
|
—
|
|
|
141
|
|
|||||||
|
Term Loan
|
7
|
|
|
9
|
|
|
9
|
|
|
9
|
|
|
8
|
|
|
856
|
|
|
898
|
|
|||||||
|
Revolving Corporate Credit Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
75
|
|
|||||||
|
Convertible Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
230
|
|
|
—
|
|
|
—
|
|
|
230
|
|
|||||||
|
Non-Interest Bearing Note Payable
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|||||||
|
Other
|
1
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
3
|
|
|
9
|
|
|
19
|
|
|||||||
|
|
$
|
39
|
|
|
$
|
11
|
|
|
$
|
11
|
|
|
$
|
241
|
|
|
$
|
316
|
|
|
$
|
1,615
|
|
|
$
|
2,233
|
|
|
($ in millions)
|
At March 31, 2019
|
|
At December 31, 2018
|
||||
|
Liability component
|
|
|
|
||||
|
Principal amount
|
$
|
230
|
|
|
$
|
230
|
|
|
Unamortized debt discount
|
(25
|
)
|
|
(26
|
)
|
||
|
Unamortized debt issuance costs
|
(4
|
)
|
|
(5
|
)
|
||
|
Net carrying amount of the liability component
|
$
|
201
|
|
|
$
|
199
|
|
|
|
|
|
|
||||
|
Carrying amount of equity component, net of issuance costs
|
$
|
33
|
|
|
$
|
33
|
|
|
|
Three Months Ended
|
||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
Contractual interest expense
|
$
|
1
|
|
|
$
|
1
|
|
|
Amortization of debt discount
|
2
|
|
|
1
|
|
||
|
|
$
|
3
|
|
|
$
|
2
|
|
|
15.
|
SHAREHOLDERS’ EQUITY
|
|
($ in millions, except per share amounts)
|
Number of Shares Repurchased
|
|
Cost of Shares Repurchased
|
|
Average Price Paid per Share
|
|||||
|
As of December 31, 2018
|
11,687,774
|
|
|
$
|
793
|
|
|
$
|
67.85
|
|
|
For the first quarter of 2019
|
1,230,268
|
|
|
106
|
|
|
86.32
|
|
||
|
As of March 31, 2019
|
12,918,042
|
|
|
$
|
899
|
|
|
$
|
69.61
|
|
|
Declaration Date
|
|
Shareholder Record Date
|
|
Distribution Date
|
|
Dividend per Share
|
|
February 15, 2019
|
|
February 28, 2019
|
|
March 14, 2019
|
|
$0.45
|
|
16.
|
SHARE-BASED COMPENSATION
|
|
|
Three Months Ended
|
||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
Service-based RSUs
|
$
|
3
|
|
|
$
|
2
|
|
|
Performance-based RSUs
|
1
|
|
|
1
|
|
||
|
ILG Acquisition Converted RSUs
|
4
|
|
|
—
|
|
||
|
|
8
|
|
|
3
|
|
||
|
SARs
|
1
|
|
|
1
|
|
||
|
Stock options
|
—
|
|
|
—
|
|
||
|
|
$
|
9
|
|
|
$
|
4
|
|
|
($ in millions)
|
At March 31, 2019
|
|
At December 31, 2018
|
||||
|
Service-based RSUs
|
$
|
30
|
|
|
$
|
16
|
|
|
Performance-based RSUs
|
18
|
|
|
7
|
|
||
|
ILG Acquisition Converted RSUs
|
9
|
|
|
15
|
|
||
|
|
57
|
|
|
38
|
|
||
|
SARs
|
4
|
|
|
1
|
|
||
|
Stock options
|
—
|
|
|
—
|
|
||
|
|
$
|
61
|
|
|
$
|
39
|
|
|
Expected volatility
|
31.10%
|
|
Dividend yield
|
1.76%
|
|
Risk-free rate
|
2.59%
|
|
Expected term (in years)
|
6.25
|
|
17.
|
VARIABLE INTEREST ENTITIES
|
|
($ in millions)
|
Vacation Ownership
Notes Receivable
Securitizations
|
|
Warehouse
Credit Facility
|
|
Total
|
||||||
|
Consolidated Assets
|
|
|
|
|
|
||||||
|
Vacation ownership notes receivable, net of reserves
|
$
|
1,389
|
|
|
$
|
256
|
|
|
$
|
1,645
|
|
|
Interest receivable
|
10
|
|
|
1
|
|
|
11
|
|
|||
|
Restricted cash
|
58
|
|
|
7
|
|
|
65
|
|
|||
|
Total
|
$
|
1,457
|
|
|
$
|
264
|
|
|
$
|
1,721
|
|
|
Consolidated Liabilities
|
|
|
|
|
|
||||||
|
Interest payable
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
Debt
|
1,464
|
|
|
235
|
|
|
1,699
|
|
|||
|
Total
|
$
|
1,466
|
|
|
$
|
235
|
|
|
$
|
1,701
|
|
|
($ in millions)
|
Vacation Ownership
Notes Receivable
Securitizations
|
|
Warehouse
Credit Facility
|
|
Total
|
||||||
|
Interest income
|
$
|
52
|
|
|
$
|
7
|
|
|
$
|
59
|
|
|
Interest expense to investors
|
$
|
13
|
|
|
$
|
2
|
|
|
$
|
15
|
|
|
Debt issuance cost amortization
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
|
Three Months Ended
|
||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
Cash Inflows
|
|
|
|
||||
|
Principal receipts
|
$
|
119
|
|
|
$
|
66
|
|
|
Interest receipts
|
50
|
|
|
26
|
|
||
|
Reserve release
|
13
|
|
|
1
|
|
||
|
Total
|
182
|
|
|
93
|
|
||
|
Cash Outflows
|
|
|
|
||||
|
Principal to investors
|
(119
|
)
|
|
(57
|
)
|
||
|
Voluntary repurchases of defaulted vacation ownership notes receivable
|
(9
|
)
|
|
(7
|
)
|
||
|
Voluntary clean-up call
|
—
|
|
|
(22
|
)
|
||
|
Interest to investors
|
(11
|
)
|
|
(5
|
)
|
||
|
Total
|
(139
|
)
|
|
(91
|
)
|
||
|
Net Cash Flows
|
$
|
43
|
|
|
$
|
2
|
|
|
|
Three Months Ended
|
||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
Cash Inflows
|
|
|
|
||||
|
Proceeds from vacation ownership notes receivable securitizations
|
$
|
124
|
|
|
$
|
—
|
|
|
Principal receipts
|
7
|
|
|
—
|
|
||
|
Interest receipts
|
7
|
|
|
—
|
|
||
|
Total
|
138
|
|
|
—
|
|
||
|
Cash Outflows
|
|
|
|
||||
|
Principal to investors
|
(5
|
)
|
|
—
|
|
||
|
Interest to investors
|
(2
|
)
|
|
—
|
|
||
|
Funding of restricted cash
|
(1
|
)
|
|
—
|
|
||
|
Total
|
(8
|
)
|
|
—
|
|
||
|
Net Cash Flows
|
$
|
130
|
|
|
$
|
—
|
|
|
18.
|
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 Hotels Corporation. 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.
|
|
•
|
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, Aqua-Aston and Great Destinations. 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.
|
|
|
Three Months Ended
|
||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
Vacation Ownership
|
$
|
931
|
|
|
$
|
571
|
|
|
Exchange & Third-Party Management
|
124
|
|
|
—
|
|
||
|
Total segment revenues
|
1,055
|
|
|
571
|
|
||
|
Corporate and other
|
5
|
|
|
—
|
|
||
|
|
$
|
1,060
|
|
|
$
|
571
|
|
|
|
Three Months Ended
|
||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
Adjusted EBITDA Vacation Ownership
|
$
|
171
|
|
|
$
|
88
|
|
|
Adjusted EBITDA Exchange & Third-Party Management
|
66
|
|
|
—
|
|
||
|
Reconciling items:
|
|
|
|
||||
|
Corporate and other
|
(71
|
)
|
|
(25
|
)
|
||
|
Interest expense
|
(34
|
)
|
|
(4
|
)
|
||
|
Tax provision
|
(15
|
)
|
|
(11
|
)
|
||
|
Depreciation and amortization
|
(37
|
)
|
|
(6
|
)
|
||
|
Share-based compensation expense
|
(9
|
)
|
|
(4
|
)
|
||
|
Certain items
|
(47
|
)
|
|
(2
|
)
|
||
|
Net income attributable to common shareholders
|
$
|
24
|
|
|
$
|
36
|
|
|
($ in millions)
|
At March 31, 2019
|
|
At December 31, 2018
|
||||
|
Vacation Ownership
|
$
|
7,396
|
|
|
$
|
7,275
|
|
|
Exchange & Third-Party Management
|
1,187
|
|
|
1,182
|
|
||
|
Total segment assets
|
8,583
|
|
|
8,457
|
|
||
|
Corporate and other
|
529
|
|
|
561
|
|
||
|
|
$
|
9,112
|
|
|
$
|
9,018
|
|
|
19.
|
SUPPLEMENTAL GUARANTOR INFORMATION
|
|
|
As of March 31, 2019
|
||||||||||||||||||||||||||
|
($ in millions)
|
MVW
|
|
ILG
|
|
Interval Acquisition Corp.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Total Eliminations
|
|
MVW Consolidated
|
||||||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
43
|
|
|
$
|
179
|
|
|
$
|
—
|
|
|
$
|
222
|
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|
294
|
|
|
—
|
|
|
356
|
|
|||||||
|
Accounts receivable, net
|
29
|
|
|
33
|
|
|
2
|
|
|
77
|
|
|
142
|
|
|
(6
|
)
|
|
277
|
|
|||||||
|
Vacation ownership notes receivable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
208
|
|
|
1,847
|
|
|
—
|
|
|
2,055
|
|
|||||||
|
Inventory
|
—
|
|
|
—
|
|
|
—
|
|
|
456
|
|
|
454
|
|
|
—
|
|
|
910
|
|
|||||||
|
Property and equipment
|
—
|
|
|
1
|
|
|
—
|
|
|
236
|
|
|
611
|
|
|
—
|
|
|
848
|
|
|||||||
|
Goodwill
|
2,828
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,828
|
|
|||||||
|
Intangibles, net
|
—
|
|
|
—
|
|
|
—
|
|
|
1,051
|
|
|
41
|
|
|
—
|
|
|
1,092
|
|
|||||||
|
Investments in subsidiaries
|
711
|
|
|
1,875
|
|
|
1,989
|
|
|
—
|
|
|
—
|
|
|
(4,575
|
)
|
|
—
|
|
|||||||
|
Other
|
32
|
|
|
—
|
|
|
3
|
|
|
276
|
|
|
273
|
|
|
(60
|
)
|
|
524
|
|
|||||||
|
Total assets
|
$
|
3,600
|
|
|
$
|
1,909
|
|
|
$
|
1,994
|
|
|
$
|
2,409
|
|
|
$
|
3,841
|
|
|
$
|
(4,641
|
)
|
|
$
|
9,112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Accounts payable
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52
|
|
|
$
|
65
|
|
|
$
|
5
|
|
|
$
|
168
|
|
|
Advance deposits
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
103
|
|
|
—
|
|
|
128
|
|
|||||||
|
Accrued liabilities
|
1
|
|
|
37
|
|
|
(22
|
)
|
|
199
|
|
|
312
|
|
|
(7
|
)
|
|
520
|
|
|||||||
|
Deferred revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
158
|
|
|
279
|
|
|
—
|
|
|
437
|
|
|||||||
|
Payroll and benefits liability
|
4
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
98
|
|
|
—
|
|
|
172
|
|
|||||||
|
Deferred compensation liability
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
92
|
|
|
—
|
|
|
100
|
|
|||||||
|
Securitized debt, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,688
|
|
|
—
|
|
|
1,688
|
|
|||||||
|
Debt, net
|
201
|
|
|
—
|
|
|
141
|
|
|
—
|
|
|
1,859
|
|
|
—
|
|
|
2,201
|
|
|||||||
|
Other
|
2
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
12
|
|
|
—
|
|
|
15
|
|
|||||||
|
Deferred taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
183
|
|
|
149
|
|
|
—
|
|
|
332
|
|
|||||||
|
Intercompany liabilities (receivables) / equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
MVW shareholders' equity
|
3,346
|
|
|
1,872
|
|
|
1,875
|
|
|
1,716
|
|
|
(824
|
)
|
|
(4,639
|
)
|
|
3,346
|
|
|||||||
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
8
|
|
|
—
|
|
|
5
|
|
|||||||
|
Total liabilities and equity
|
$
|
3,600
|
|
|
$
|
1,909
|
|
|
$
|
1,994
|
|
|
$
|
2,409
|
|
|
$
|
3,841
|
|
|
$
|
(4,641
|
)
|
|
$
|
9,112
|
|
|
|
As of December 31, 2018(1)
|
||||||||||||||||||||||||||
|
($ in millions)
|
MVW
|
|
ILG
|
|
Interval Acquisition Corp.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Total Eliminations
|
|
MVW Consolidated
|
||||||||||||||
|
Cash and cash equivalents
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
11
|
|
|
$
|
26
|
|
|
$
|
191
|
|
|
$
|
—
|
|
|
$
|
231
|
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|
300
|
|
|
—
|
|
|
383
|
|
|||||||
|
Accounts receivable, net
|
30
|
|
|
—
|
|
|
—
|
|
|
101
|
|
|
193
|
|
|
—
|
|
|
324
|
|
|||||||
|
Vacation ownership notes receivable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
176
|
|
|
1,863
|
|
|
—
|
|
|
2,039
|
|
|||||||
|
Inventory
|
—
|
|
|
—
|
|
|
—
|
|
|
440
|
|
|
423
|
|
|
—
|
|
|
863
|
|
|||||||
|
Property and equipment
|
—
|
|
|
1
|
|
|
—
|
|
|
273
|
|
|
677
|
|
|
—
|
|
|
951
|
|
|||||||
|
Goodwill
|
2,828
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,828
|
|
|||||||
|
Intangibles, net
|
—
|
|
|
—
|
|
|
—
|
|
|
1,066
|
|
|
41
|
|
|
—
|
|
|
1,107
|
|
|||||||
|
Investments in subsidiaries
|
848
|
|
|
1,776
|
|
|
1,880
|
|
|
—
|
|
|
—
|
|
|
(4,504
|
)
|
|
—
|
|
|||||||
|
Other
|
25
|
|
|
(7
|
)
|
|
2
|
|
|
112
|
|
|
160
|
|
|
—
|
|
|
292
|
|
|||||||
|
Total assets
|
$
|
3,732
|
|
|
$
|
1,772
|
|
|
$
|
1,893
|
|
|
$
|
2,277
|
|
|
$
|
3,848
|
|
|
$
|
(4,504
|
)
|
|
$
|
9,018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Accounts payable
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64
|
|
|
$
|
132
|
|
|
$
|
—
|
|
|
$
|
245
|
|
|
Advance deposits
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
88
|
|
|
—
|
|
|
113
|
|
|||||||
|
Accrued liabilities
|
7
|
|
|
8
|
|
|
(24
|
)
|
|
135
|
|
|
297
|
|
|
—
|
|
|
423
|
|
|||||||
|
Deferred revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
110
|
|
|
209
|
|
|
—
|
|
|
319
|
|
|||||||
|
Payroll and benefits liability
|
15
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
120
|
|
|
—
|
|
|
211
|
|
|||||||
|
Deferred compensation liability
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
86
|
|
|
—
|
|
|
93
|
|
|||||||
|
Securitized debt, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,694
|
|
|
—
|
|
|
1,694
|
|
|||||||
|
Debt, net
|
199
|
|
|
—
|
|
|
141
|
|
|
—
|
|
|
1,784
|
|
|
—
|
|
|
2,124
|
|
|||||||
|
Other
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
10
|
|
|
—
|
|
|
12
|
|
|||||||
|
Deferred taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
178
|
|
|
140
|
|
|
—
|
|
|
318
|
|
|||||||
|
MVW shareholders' equity
|
3,461
|
|
|
1,764
|
|
|
1,776
|
|
|
1,683
|
|
|
(719
|
)
|
|
(4,504
|
)
|
|
3,461
|
|
|||||||
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
7
|
|
|
—
|
|
|
5
|
|
|||||||
|
Total liabilities and equity
|
$
|
3,732
|
|
|
$
|
1,772
|
|
|
$
|
1,893
|
|
|
$
|
2,277
|
|
|
$
|
3,848
|
|
|
$
|
(4,504
|
)
|
|
$
|
9,018
|
|
|
(1)
|
Amounts have been revised to correct certain immaterial prior period errors as reported in the 2018 Annual Report.
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||||||||
|
($ in millions)
|
MVW
|
|
ILG
|
|
Interval Acquisition Corp.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Total Eliminations
|
|
MVW Consolidated
|
||||||||||||||
|
Revenues
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
395
|
|
|
$
|
670
|
|
|
$
|
(8
|
)
|
|
$
|
1,060
|
|
|
Expenses
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(366
|
)
|
|
(597
|
)
|
|
—
|
|
|
(969
|
)
|
|||||||
|
Gains and other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
|||||||
|
Interest expense
|
(3
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(38
|
)
|
|
8
|
|
|
(34
|
)
|
|||||||
|
ILG acquisition-related costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
|||||||
|
Equity in earnings from unconsolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Equity in net income of subsidiaries
|
29
|
|
|
40
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
|
—
|
|
|||||||
|
Provision for income taxes
|
1
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(7
|
)
|
|
1
|
|
|
(15
|
)
|
|||||||
|
Net income
|
24
|
|
|
40
|
|
|
40
|
|
|
19
|
|
|
2
|
|
|
(101
|
)
|
|
24
|
|
|||||||
|
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Net income attributable to common shareholders
|
$
|
24
|
|
|
$
|
40
|
|
|
$
|
40
|
|
|
$
|
19
|
|
|
$
|
2
|
|
|
$
|
(101
|
)
|
|
$
|
24
|
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||||||||
|
($ in millions)
|
MVW
|
|
ILG
|
|
Interval Acquisition Corp.
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Total Eliminations
|
|
MVW Consolidated
|
||||||||||||||
|
Net cash, cash equivalents and restricted cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
(4
|
)
|
|
$
|
186
|
|
|
$
|
(155
|
)
|
|
$
|
28
|
|
|
Net cash, cash equivalents and restricted cash (used in) provided by investing activities
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
27
|
|
|
1
|
|
|
—
|
|
|
27
|
|
|||||||
|
Net cash, cash equivalents and restricted cash (used in) provided by financing activities
|
—
|
|
|
(2
|
)
|
|
(12
|
)
|
|
(27
|
)
|
|
(206
|
)
|
|
155
|
|
|
(92
|
)
|
|||||||
|
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
|
|
|
2
|
|
|
11
|
|
|
109
|
|
|
491
|
|
|
—
|
|
|
614
|
|
|||||||
|
Cash, cash equivalents and restricted cash, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
105
|
|
|
$
|
473
|
|
|
$
|
—
|
|
|
$
|
578
|
|
|
|
Three Months Ended
|
||
|
|
March 31, 2019
|
|
March 31, 2018
|
|
Average FICO score
|
744
|
|
740
|
|
|
Three Months Ended
|
||
|
|
March 31, 2019
|
|
March 31, 2018
|
|
Historical default rates
|
1.0%
|
|
0.7%
|
|
•
|
Maintenance fees on unsold inventory;
|
|
•
|
Costs to provide alternative usage options, including Marriott Bonvoy points and offerings available as part of third-party offerings, for owners who elect to exchange their inventory;
|
|
•
|
Marketing costs and direct operating and related expenses in connection with the rental business (such as housekeeping, credit card expenses and reservation services); and
|
|
•
|
Costs to secure resort accommodations for use in Getaways.
|
|
•
|
Contract sales from the sale of vacation ownership products;
|
|
•
|
Total contract sales include contract sales from the sale of vacation ownership products including joint ventures
|
|
•
|
Consolidated contract sales exclude contracts sales from the sale of vacation ownership products for joint ventures
|
|
•
|
Development margin percentage;
|
|
•
|
Volume per guest (“VPG”), which we calculate by dividing consolidated vacation ownership contract sales, excluding fractional sales, telesales, resales, joint venture sales and other sales that are not attributed to a tour at a sales location, by the number of tours at sales locations in a given period (which we refer to as “tour flow”). We believe that this operating metric is valuable in evaluating the effectiveness of the sales process as it combines the impact of average contract price with the number of touring guests who make a purchase;
|
|
•
|
Average revenue per member, which we calculate by dividing membership fee revenue, transaction revenue and other member revenue for the Interval International network by the monthly weighted average number of Interval International network active members during the applicable period; and
|
|
•
|
Total active members, which is the number of Interval International network active members at the end of the applicable period.
|
|
|
Three Months Ended
|
||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
REVENUES
|
|
|
|
||||
|
Sale of vacation ownership products
|
$
|
301
|
|
|
$
|
175
|
|
|
Management and exchange
|
239
|
|
|
70
|
|
||
|
Rental
|
165
|
|
|
75
|
|
||
|
Financing
|
68
|
|
|
35
|
|
||
|
Cost reimbursements
|
287
|
|
|
216
|
|
||
|
TOTAL REVENUES
|
1,060
|
|
|
571
|
|
||
|
EXPENSES
|
|
|
|
||||
|
Cost of vacation ownership products
|
80
|
|
|
46
|
|
||
|
Marketing and sales
|
188
|
|
|
105
|
|
||
|
Management and exchange
|
116
|
|
|
36
|
|
||
|
Rental
|
108
|
|
|
55
|
|
||
|
Financing
|
22
|
|
|
11
|
|
||
|
General and administrative
|
78
|
|
|
28
|
|
||
|
Depreciation and amortization
|
37
|
|
|
6
|
|
||
|
Litigation settlement
|
1
|
|
|
—
|
|
||
|
Royalty fee
|
26
|
|
|
15
|
|
||
|
Impairment
|
26
|
|
|
—
|
|
||
|
Cost reimbursements
|
287
|
|
|
216
|
|
||
|
TOTAL EXPENSES
|
969
|
|
|
518
|
|
||
|
Gains and other income, net
|
8
|
|
|
1
|
|
||
|
Interest expense
|
(34
|
)
|
|
(4
|
)
|
||
|
ILG acquisition-related costs
|
(26
|
)
|
|
(1
|
)
|
||
|
Other
|
—
|
|
|
(2
|
)
|
||
|
INCOME BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS
|
39
|
|
|
47
|
|
||
|
Provision for income taxes
|
(15
|
)
|
|
(11
|
)
|
||
|
NET INCOME
|
24
|
|
|
36
|
|
||
|
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
||
|
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
$
|
24
|
|
|
$
|
36
|
|
|
|
Three Months Ended
|
|
|
|
Change
due to Legacy-ILG |
|
Change Excluding
Legacy-ILG Impact |
||||||||||||||
|
(Contract sales $ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change
|
|
|
||||||||||||||
|
Vacation Ownership
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total contract sales
|
$
|
365
|
|
|
$
|
204
|
|
|
$
|
161
|
|
|
$
|
142
|
|
|
$
|
19
|
|
|
10%
|
|
Consolidated contract sales
|
$
|
354
|
|
|
$
|
204
|
|
|
$
|
150
|
|
|
$
|
131
|
|
|
$
|
19
|
|
|
10%
|
|
Legacy-MVW North America
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Consolidated contract sales
|
$
|
201
|
|
|
$
|
188
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
8%
|
|
VPG
|
$
|
3,777
|
|
|
$
|
3,728
|
|
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
49
|
|
|
1%
|
|
Tour flow
|
48,978
|
|
|
46,055
|
|
|
2,923
|
|
|
$
|
—
|
|
|
2,923
|
|
|
6%
|
||||
|
Exchange & Third-Party Management
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total active members at end of period (000's)
|
1,694
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended
|
|
|
|
Change
due to Legacy-ILG |
|
Change Excluding
Legacy-ILG Impact |
||||||||||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change
|
|
|
||||||||||||||
|
Vacation Ownership
|
$
|
931
|
|
|
$
|
571
|
|
|
$
|
360
|
|
|
$
|
329
|
|
|
$
|
31
|
|
|
5%
|
|
Exchange & Third-Party Management
|
124
|
|
|
—
|
|
|
124
|
|
|
124
|
|
|
—
|
|
|
—%
|
|||||
|
Total Segment Revenues
|
1,055
|
|
|
571
|
|
|
484
|
|
|
453
|
|
|
31
|
|
|
|
|||||
|
Consolidated Property Owners’ Associations
|
5
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|
—
|
|
|
—%
|
|||||
|
Total Revenues
|
$
|
1,060
|
|
|
$
|
571
|
|
|
$
|
489
|
|
|
$
|
458
|
|
|
$
|
31
|
|
|
5%
|
|
|
Three Months Ended
|
|
|
|
Change
due to
Legacy-ILG
|
|
Change Excluding Legacy-ILG Impact
|
||||||||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change
|
|
|
||||||||||||
|
Net income attributable to common shareholders
|
$
|
24
|
|
|
$
|
36
|
|
|
$
|
(12
|
)
|
|
$
|
32
|
|
|
$
|
(44
|
)
|
|
Interest expense
|
34
|
|
|
4
|
|
|
30
|
|
|
2
|
|
|
28
|
|
|||||
|
Tax provision
|
15
|
|
|
11
|
|
|
4
|
|
|
17
|
|
|
(13
|
)
|
|||||
|
Depreciation and amortization
|
37
|
|
|
6
|
|
|
31
|
|
|
29
|
|
|
2
|
|
|||||
|
EBITDA
|
110
|
|
|
57
|
|
|
53
|
|
|
80
|
|
|
(27
|
)
|
|||||
|
Share-based compensation expense
|
9
|
|
|
4
|
|
|
5
|
|
|
4
|
|
|
1
|
|
|||||
|
Certain items
|
47
|
|
|
2
|
|
|
45
|
|
|
9
|
|
|
36
|
|
|||||
|
Adjusted EBITDA
|
$
|
166
|
|
|
$
|
63
|
|
|
$
|
103
|
|
|
$
|
93
|
|
|
$
|
10
|
|
|
|
Three Months Ended
|
|
|
|
Change
due to
Legacy-ILG
|
|
Change Excluding Legacy-ILG Impact
|
||||||||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change
|
|
|
||||||||||||
|
Vacation Ownership
|
$
|
171
|
|
|
$
|
88
|
|
|
$
|
83
|
|
|
71
|
|
|
12
|
|
||
|
Exchange & Third-Party Management
|
66
|
|
|
—
|
|
|
66
|
|
|
66
|
|
|
—
|
|
|||||
|
Segment adjusted EBITDA
|
237
|
|
|
88
|
|
|
149
|
|
|
137
|
|
|
12
|
|
|||||
|
General and administrative
|
(72
|
)
|
|
(25
|
)
|
|
(47
|
)
|
|
(45
|
)
|
|
(2
|
)
|
|||||
|
Consolidated property owners’ associations
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|||||
|
Adjusted EBITDA
|
$
|
166
|
|
|
$
|
63
|
|
|
$
|
103
|
|
|
$
|
93
|
|
|
$
|
10
|
|
|
|
Three Months Ended
|
|
|
|
Change
due to
Legacy-ILG
|
|
Change Excluding Legacy-ILG Impact
|
||||||||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change
|
|
|
||||||||||||
|
Segment adjusted EBITDA
|
$
|
171
|
|
|
$
|
88
|
|
|
$
|
83
|
|
|
$
|
71
|
|
|
$
|
12
|
|
|
Depreciation and amortization
|
(17
|
)
|
|
(5
|
)
|
|
(12
|
)
|
|
(11
|
)
|
|
(1
|
)
|
|||||
|
Share-based compensation expense
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||||
|
Certain items
|
(19
|
)
|
|
(1
|
)
|
|
(18
|
)
|
|
(1
|
)
|
|
(17
|
)
|
|||||
|
Segment financial results
|
$
|
133
|
|
|
$
|
81
|
|
|
$
|
52
|
|
|
$
|
58
|
|
|
$
|
(6
|
)
|
|
|
Three Months Ended
|
|
|
||||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change
|
||||||
|
Segment adjusted EBITDA
|
$
|
66
|
|
|
$
|
—
|
|
|
$
|
66
|
|
|
Depreciation and amortization
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|||
|
Share-based compensation expense
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
|
Certain items
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
|
Segment financial results
|
$
|
52
|
|
|
$
|
—
|
|
|
$
|
52
|
|
|
|
Three Months Ended
|
||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
REVENUES
|
|
|
|
||||
|
Sale of vacation ownership products
|
$
|
301
|
|
|
$
|
175
|
|
|
Resort management and other services
|
125
|
|
|
70
|
|
||
|
Rental
|
147
|
|
|
75
|
|
||
|
Financing
|
67
|
|
|
35
|
|
||
|
Cost reimbursements
|
291
|
|
|
216
|
|
||
|
TOTAL REVENUES
|
931
|
|
|
571
|
|
||
|
EXPENSES
|
|
|
|
||||
|
Cost of vacation ownership products
|
80
|
|
|
46
|
|
||
|
Marketing and sales
|
177
|
|
|
105
|
|
||
|
Resort management and other services
|
66
|
|
|
36
|
|
||
|
Rental
|
102
|
|
|
55
|
|
||
|
Financing
|
22
|
|
|
11
|
|
||
|
Depreciation and amortization
|
17
|
|
|
5
|
|
||
|
Litigation settlement
|
1
|
|
|
—
|
|
||
|
Royalty fee
|
26
|
|
|
15
|
|
||
|
Impairment
|
26
|
|
|
—
|
|
||
|
Cost reimbursements
|
291
|
|
|
216
|
|
||
|
TOTAL EXPENSES
|
808
|
|
|
489
|
|
||
|
Gains and other income, net
|
9
|
|
|
1
|
|
||
|
Other
|
—
|
|
|
(2
|
)
|
||
|
SEGMENT FINANCIAL RESULTS BEFORE NONCONTROLLING INTERESTS
|
132
|
|
|
81
|
|
||
|
Net loss attributable to noncontrolling interests
|
1
|
|
|
—
|
|
||
|
SEGMENT FINANCIAL RESULTS ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
$
|
133
|
|
|
$
|
81
|
|
|
|
Three Months Ended
|
|
|
|
Change
due to Legacy-ILG |
|
Change Excluding
Legacy-ILG Impact |
||||||||||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change
|
|
|
||||||||||||||
|
Legacy-MVW North America consolidated contract sales
|
$
|
201
|
|
|
$
|
188
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
8%
|
|
Other consolidated contract sales
|
153
|
|
|
16
|
|
|
137
|
|
|
131
|
|
|
6
|
|
|
33%
|
|||||
|
Total consolidated contract sales
|
354
|
|
|
204
|
|
|
150
|
|
|
131
|
|
|
19
|
|
|
10%
|
|||||
|
Joint venture contract sales
|
11
|
|
|
—
|
|
|
11
|
|
|
11
|
|
|
—
|
|
|
NM
|
|||||
|
Total contract sales
|
$
|
365
|
|
|
$
|
204
|
|
|
$
|
161
|
|
|
$
|
142
|
|
|
$
|
19
|
|
|
10%
|
|
|
Three Months Ended
|
|
|
|
Change
due to Legacy-ILG |
|
Change Excluding
Legacy-ILG Impact |
||||||||||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change
|
|
|
||||||||||||||
|
Total contract sales
|
$
|
365
|
|
|
$
|
204
|
|
|
$
|
161
|
|
|
$
|
142
|
|
|
$
|
19
|
|
|
10%
|
|
Less resales contract sales
|
(8
|
)
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||
|
Less joint venture contract sales
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
|
—
|
|
|
|
|||||
|
Consolidated contract sales, net of resales
|
346
|
|
|
196
|
|
|
150
|
|
|
131
|
|
|
19
|
|
|
|
|||||
|
Plus:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Settlement revenue(1)
|
9
|
|
|
4
|
|
|
5
|
|
|
5
|
|
|
—
|
|
|
|
|||||
|
Resales revenue(1)
|
3
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
|
|||||
|
Revenue recognition adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Reportability
|
(30
|
)
|
|
(12
|
)
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|
|
|||||
|
Sales reserve
|
(19
|
)
|
|
(9
|
)
|
|
(10
|
)
|
|
(8
|
)
|
|
(2
|
)
|
|
|
|||||
|
Other(2)
|
(8
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
1
|
|
|
|
|||||
|
Sale of vacation ownership products
|
$
|
301
|
|
|
$
|
175
|
|
|
$
|
126
|
|
|
$
|
125
|
|
|
$
|
1
|
|
|
1%
|
|
(1)
|
Previously included in Resort management and other services revenue prior to the adoption of ASC 606.
|
|
(2)
|
Adjustment for sales incentives that will not be recognized as Sale of vacation ownership products revenue and other adjustments to Sale of vacation ownership products revenue.
|
|
|
Three Months Ended
|
|
|
|
Change
due to Legacy-ILG |
|
Change Excluding
Legacy-ILG Impact |
||||||||||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change
|
|
|
||||||||||||||
|
Sale of vacation ownership products
|
$
|
301
|
|
|
$
|
175
|
|
|
$
|
126
|
|
|
$
|
125
|
|
|
$
|
1
|
|
|
1%
|
|
Cost of vacation ownership products
|
(80
|
)
|
|
(46
|
)
|
|
(34
|
)
|
|
(36
|
)
|
|
2
|
|
|
5%
|
|||||
|
Marketing and sales
|
(177
|
)
|
|
(105
|
)
|
|
(72
|
)
|
|
(69
|
)
|
|
(3
|
)
|
|
(4%)
|
|||||
|
Development margin
|
$
|
44
|
|
|
$
|
24
|
|
|
$
|
20
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
NM
|
|
Development margin percentage
|
14.5%
|
|
13.9%
|
|
0.6 pts
|
|
|
|
|
|
|
||||||||||
|
|
Three Months Ended
|
|
Change
|
|
Change
due to Legacy-ILG |
|
Change Excluding
Legacy-ILG Impact |
||||||||||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
|
|
|||||||||||||||
|
Management fee revenues
|
$
|
37
|
|
|
$
|
24
|
|
|
$
|
13
|
|
|
$
|
12
|
|
|
$
|
1
|
|
|
5%
|
|
Ancillary revenues
|
57
|
|
|
28
|
|
|
29
|
|
|
26
|
|
|
3
|
|
|
8%
|
|||||
|
Other management and exchange revenues
|
31
|
|
|
18
|
|
|
13
|
|
|
10
|
|
|
3
|
|
|
4%
|
|||||
|
Resort management and other services revenues
|
125
|
|
|
70
|
|
|
55
|
|
|
48
|
|
|
7
|
|
|
10%
|
|||||
|
Resort management and other services expenses
|
(66
|
)
|
|
(36
|
)
|
|
(30
|
)
|
|
(28
|
)
|
|
(2
|
)
|
|
(6%)
|
|||||
|
Resort management and other services margin
|
$
|
59
|
|
|
$
|
34
|
|
|
$
|
25
|
|
|
$
|
20
|
|
|
$
|
5
|
|
|
15%
|
|
Resort management and other services margin percentage
|
47.5%
|
|
48.5%
|
|
(1.0 pts)
|
|
|
|
|
|
|
|
|||||||||
|
|
Three Months Ended
|
|
Change
|
|
Change
due to Legacy-ILG |
|
Change Excluding
Legacy-ILG Impact |
||||||||||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
|
|
|||||||||||||||
|
Rental revenues
|
$
|
147
|
|
|
$
|
75
|
|
|
$
|
72
|
|
|
$
|
67
|
|
|
$
|
5
|
|
|
8%
|
|
Rental expenses
|
(102
|
)
|
|
(55
|
)
|
|
(47
|
)
|
|
(45
|
)
|
|
(2
|
)
|
|
(4%)
|
|||||
|
Rental margin
|
$
|
45
|
|
|
$
|
20
|
|
|
$
|
25
|
|
|
$
|
22
|
|
|
$
|
3
|
|
|
20%
|
|
Rental margin percentage
|
30.7%
|
|
25.3%
|
|
5.4 pts
|
|
|
|
|
|
|
|
|||||||||
|
|
Three Months Ended
|
|
Change
|
|
Change
due to Legacy-ILG |
|
Change Excluding
Legacy-ILG Impact |
||||||||||||||
|
|
March 31, 2019
|
|
March 31, 2018
|
|
|
|
|||||||||||||||
|
Transient keys rented(1)
|
611,754
|
|
|
332,908
|
|
|
278,846
|
|
|
275,321
|
|
|
3,525
|
|
|
1%
|
|||||
|
Average transient key rate
|
$
|
244.78
|
|
|
$
|
235.15
|
|
|
$
|
9.63
|
|
|
$
|
4.36
|
|
|
$
|
5.27
|
|
|
2%
|
|
Resort occupancy
|
88.6%
|
|
88.0%
|
|
0.6 pts
|
|
(2.3 pts)
|
|
2.9 pts
|
|
|
||||||||||
|
(1)
|
Transient keys rented exclude those occupied through the use of plus points and preview stays.
|
|
|
Three Months Ended
|
|
|
|
Change
due to Legacy-ILG |
|
Change Excluding
Legacy-ILG Impact |
||||||||||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change
|
|
|
||||||||||||||
|
Interest income
|
$
|
65
|
|
|
$
|
34
|
|
|
$
|
31
|
|
|
$
|
26
|
|
|
$
|
5
|
|
|
17%
|
|
Other financing revenues
|
2
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
NM
|
|||||
|
Financing revenues
|
67
|
|
|
35
|
|
|
32
|
|
|
26
|
|
|
6
|
|
|
16%
|
|||||
|
Financing expenses
|
(8
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
—%
|
|||||
|
Consumer financing interest expense
|
(14
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
(6
|
)
|
|
(1
|
)
|
|
(19%)
|
|||||
|
Financing margin
|
$
|
45
|
|
|
$
|
24
|
|
|
$
|
21
|
|
|
$
|
16
|
|
|
$
|
5
|
|
|
17%
|
|
Financing propensity
|
62.1%
|
|
61.7%
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Three Months Ended
|
|
|
|
Change
due to Legacy-ILG |
|
Change Excluding
Legacy-ILG Impact |
||||||||||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change
|
|
|
||||||||||||||
|
Royalty fee
|
$
|
26
|
|
|
$
|
15
|
|
|
$
|
11
|
|
|
$
|
10
|
|
|
$
|
1
|
|
|
6%
|
|
|
Three Months Ended
|
|
|
|
Change
due to Legacy-ILG |
|
Change Excluding
Legacy-ILG Impact |
||||||||||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change
|
|
|
||||||||||||||
|
Depreciation and amortization
|
$
|
17
|
|
|
$
|
5
|
|
|
$
|
12
|
|
|
$
|
11
|
|
|
$
|
1
|
|
|
40%
|
|
|
Three Months Ended
|
|
|
|
Change
due to Legacy-ILG |
|
Change Excluding
Legacy-ILG Impact |
||||||||||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change
|
|
|
||||||||||||||
|
Impairment
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
26
|
|
|
NM
|
|
|
Three Months Ended
|
|
|
|
Change
due to
Legacy-ILG
|
|
Change Excluding
Legacy-ILG Impact
|
||||||||||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change
|
|
|
||||||||||||||
|
Cost reimbursements
|
$
|
291
|
|
|
$
|
216
|
|
|
$
|
75
|
|
|
$
|
63
|
|
|
$
|
12
|
|
|
5%
|
|
|
Three Months Ended
|
|
|
|
Change
due to Legacy-ILG |
|
Change Excluding
Legacy-ILG Impact |
||||||||||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change
|
|
|
||||||||||||||
|
Gains and other income, net
|
$
|
9
|
|
|
$
|
1
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
NM
|
|
|
Three Months Ended
|
||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
REVENUES
|
|
|
|
||||
|
Management and exchange
|
$
|
82
|
|
|
$
|
—
|
|
|
Rental
|
17
|
|
|
—
|
|
||
|
Financing
|
1
|
|
|
—
|
|
||
|
Cost reimbursements
|
24
|
|
|
—
|
|
||
|
TOTAL REVENUES
|
124
|
|
|
—
|
|
||
|
EXPENSES
|
|
|
|
||||
|
Marketing and sales
|
11
|
|
|
—
|
|
||
|
Management and exchange
|
17
|
|
|
—
|
|
||
|
Rental
|
8
|
|
|
—
|
|
||
|
Depreciation and amortization
|
12
|
|
|
—
|
|
||
|
Cost reimbursements
|
24
|
|
|
—
|
|
||
|
TOTAL EXPENSES
|
72
|
|
|
—
|
|
||
|
SEGMENT FINANCIAL RESULTS BEFORE NONCONTROLLING INTERESTS
|
$
|
52
|
|
|
$
|
—
|
|
|
|
Three Months Ended
|
||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
REVENUES
|
|
|
|
||||
|
Resort management and other services
|
$
|
32
|
|
|
$
|
—
|
|
|
Rental
|
1
|
|
|
—
|
|
||
|
Cost reimbursements
|
(28
|
)
|
|
—
|
|
||
|
TOTAL REVENUES
|
5
|
|
|
—
|
|
||
|
EXPENSES
|
|
|
|
||||
|
Resort management and other services
|
33
|
|
|
—
|
|
||
|
Rental
|
(2
|
)
|
|
—
|
|
||
|
General and administrative
|
78
|
|
|
28
|
|
||
|
Depreciation
|
8
|
|
|
1
|
|
||
|
Cost reimbursements
|
(28
|
)
|
|
—
|
|
||
|
TOTAL EXPENSES
|
89
|
|
|
29
|
|
||
|
Losses and other expense, net
|
(1
|
)
|
|
—
|
|
||
|
Interest expense
|
(34
|
)
|
|
(4
|
)
|
||
|
ILG acquisition-related costs
|
(26
|
)
|
|
(1
|
)
|
||
|
FINANCIAL RESULTS BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS
|
(145
|
)
|
|
(34
|
)
|
||
|
Provision for income taxes
|
(15
|
)
|
|
(11
|
)
|
||
|
Net income attributable to noncontrolling interests
|
(1
|
)
|
|
—
|
|
||
|
FINANCIAL RESULTS ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
$
|
(161
|
)
|
|
$
|
(45
|
)
|
|
|
Three Months Ended
|
||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
REVENUES
|
|
|
|
||||
|
Resort management and other services
|
$
|
32
|
|
|
$
|
—
|
|
|
Rental
|
1
|
|
|
—
|
|
||
|
Cost reimbursements
|
(28
|
)
|
|
—
|
|
||
|
TOTAL REVENUES
|
5
|
|
|
—
|
|
||
|
EXPENSES
|
|
|
|
||||
|
Resort management and other services
|
33
|
|
|
—
|
|
||
|
Rental
|
(2
|
)
|
|
—
|
|
||
|
Cost reimbursements
|
(28
|
)
|
|
—
|
|
||
|
TOTAL EXPENSES
|
3
|
|
|
—
|
|
||
|
FINANCIAL RESULTS BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS
|
2
|
|
|
—
|
|
||
|
Net income attributable to noncontrolling interests
|
(1
|
)
|
|
—
|
|
||
|
FINANCIAL RESULTS ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
$
|
1
|
|
|
$
|
—
|
|
|
|
Three Months Ended
|
|
|
|
Change
due to Legacy-ILG |
|
Change Excluding
Legacy-ILG Impact |
||||||||||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change
|
|
|
||||||||||||||
|
General and administrative
|
$
|
78
|
|
|
$
|
28
|
|
|
$
|
50
|
|
|
$
|
46
|
|
|
$
|
4
|
|
|
14%
|
|
|
Three Months Ended
|
|
|
|
Change
due to Legacy-ILG |
|
Change Excluding
Legacy-ILG Impact |
||||||||||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change
|
|
|
||||||||||||||
|
Depreciation and amortization
|
$
|
8
|
|
|
$
|
1
|
|
|
$
|
7
|
|
|
$
|
6
|
|
|
$
|
1
|
|
|
NM
|
|
|
Three Months Ended
|
|
|
|
Change
due to Legacy-ILG |
|
Change Excluding
Legacy-ILG Impact |
||||||||||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change
|
|
|
||||||||||||||
|
Interest expense
|
$
|
(34
|
)
|
|
$
|
(4
|
)
|
|
$
|
(30
|
)
|
|
$
|
(2
|
)
|
|
$
|
(28
|
)
|
|
NM
|
|
|
Three Months Ended
|
|
|
|
Change
due to Legacy-ILG |
|
Change Excluding
Legacy-ILG Impact |
||||||||||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change
|
|
|
||||||||||||||
|
ILG acquisition-related costs
|
$
|
(26
|
)
|
|
$
|
(1
|
)
|
|
$
|
(25
|
)
|
|
$
|
(8
|
)
|
|
$
|
(17
|
)
|
|
NM
|
|
|
Three Months Ended
|
|
|
||||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
|
Change
|
||||||
|
Provision for income taxes
|
$
|
(15
|
)
|
|
$
|
(11
|
)
|
|
$
|
(4
|
)
|
|
|
Three Months Ended
|
||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
Cash, cash equivalents and restricted cash provided by (used in):
|
|
|
|
||||
|
Operating activities
|
$
|
28
|
|
|
$
|
23
|
|
|
Investing activities
|
27
|
|
|
(12
|
)
|
||
|
Financing activities
|
(92
|
)
|
|
(119
|
)
|
||
|
Effect of change in exchange rates on cash, cash equivalents and restricted cash
|
1
|
|
|
2
|
|
||
|
Net change in cash, cash equivalents and restricted cash
|
$
|
(36
|
)
|
|
$
|
(106
|
)
|
|
|
Three Months Ended
|
||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
Inventory spending
|
$
|
(23
|
)
|
|
$
|
(38
|
)
|
|
Inventory costs
|
62
|
|
|
39
|
|
||
|
Inventory spending less than cost of sales
|
$
|
39
|
|
|
$
|
1
|
|
|
|
Three Months Ended
|
||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
Vacation ownership notes receivable collections — non-securitized
|
$
|
45
|
|
|
$
|
24
|
|
|
Vacation ownership notes receivable collections — securitized
|
109
|
|
|
55
|
|
||
|
Vacation ownership notes receivable originations
|
(194
|
)
|
|
(105
|
)
|
||
|
Vacation ownership notes receivable collections less than originations
|
$
|
(40
|
)
|
|
$
|
(26
|
)
|
|
|
Three Months Ended
|
||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
Capital expenditures for property and equipment (excluding inventory)
|
$
|
(10
|
)
|
|
$
|
(3
|
)
|
|
Proceeds from collection of notes receivable
|
38
|
|
|
—
|
|
||
|
Purchase of company owned life insurance
|
(1
|
)
|
|
(9
|
)
|
||
|
Net cash, cash equivalents and restricted cash provided by (used in) investing activities
|
$
|
27
|
|
|
$
|
(12
|
)
|
|
|
Three Months Ended
|
||||||
|
($ in millions)
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
Borrowings from securitization transactions
|
$
|
124
|
|
|
$
|
—
|
|
|
Repayment of debt related to securitization transactions
|
(133
|
)
|
|
(86
|
)
|
||
|
Proceeds from debt
|
125
|
|
|
—
|
|
||
|
Repayments of debt
|
(52
|
)
|
|
—
|
|
||
|
Debt issuance costs
|
—
|
|
|
(1
|
)
|
||
|
Repurchase of common stock
|
(106
|
)
|
|
(2
|
)
|
||
|
Payment of dividends
|
(41
|
)
|
|
(21
|
)
|
||
|
Payment of withholding taxes on vesting of restricted stock units
|
(9
|
)
|
|
(9
|
)
|
||
|
Net cash, cash equivalents and restricted cash used in financing activities
|
$
|
(92
|
)
|
|
$
|
(119
|
)
|
|
($ in millions, except per share amounts)
|
Number of Shares Repurchased
|
|
Cost of Shares Repurchased
|
|
Average Price Paid per Share
|
|||||
|
As of December 31, 2018
|
11,687,774
|
|
|
$
|
793
|
|
|
$
|
67.85
|
|
|
For the first quarter of 2019
|
1,230,268
|
|
|
106
|
|
|
86.32
|
|
||
|
As of March 31, 2019
|
12,918,042
|
|
|
$
|
899
|
|
|
$
|
69.61
|
|
|
Declaration Date
|
|
Shareholder Record Date
|
|
Distribution Date
|
|
Dividend per Share
|
|
December 6, 2018
|
|
December 20, 2018
|
|
January 3, 2019
|
|
$0.45
|
|
February 15, 2019
|
|
February 28, 2019
|
|
March 14, 2019
|
|
$0.45
|
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
($ in millions)
|
|
Total
|
|
Remainder
of 2019 |
|
Years
2020 - 2021 |
|
Years
2022 - 2023 |
|
Thereafter
|
||||||||||
|
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Debt(1)
|
|
$
|
4,877
|
|
|
$
|
342
|
|
|
$
|
941
|
|
|
$
|
1,137
|
|
|
$
|
2,457
|
|
|
Purchase obligations(2)
|
|
430
|
|
|
95
|
|
|
329
|
|
|
6
|
|
|
—
|
|
|||||
|
Operating lease obligations
|
|
210
|
|
|
23
|
|
|
52
|
|
|
33
|
|
|
102
|
|
|||||
|
Finance lease obligations(3)
|
|
23
|
|
|
12
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|||||
|
Other long-term obligations(4)
|
|
47
|
|
|
18
|
|
|
20
|
|
|
5
|
|
|
4
|
|
|||||
|
Total contractual obligations
|
|
$
|
5,587
|
|
|
$
|
490
|
|
|
$
|
1,353
|
|
|
$
|
1,181
|
|
|
$
|
2,563
|
|
|
(1)
|
Includes principal as well as interest payments and excludes unamortized debt discount and issuance costs.
|
|
(2)
|
Arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure, and approximate timing of the transaction. Amounts reflected represent expected funding under such contracts. Amounts reflected on the consolidated balance sheet as accounts payable and accrued liabilities are excluded from the table above.
|
|
(3)
|
Includes interest.
|
|
(4)
|
Primarily relates to future guaranteed purchases of rental inventory, operational support services, marketing related benefits, membership fulfillment benefits and other commitments.
|
|
Period
|
Total Number of Shares Purchased
|
|
Average
Price per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)
|
|
Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs(1)
|
|
January 1, 2019 – January 31, 2019
|
654,148
|
|
$79.03
|
|
654,148
|
|
2,558,078
|
|
February 1, 2019 – February 28, 2019
|
307,000
|
|
$93.71
|
|
307,000
|
|
2,251,078
|
|
March 1, 2019 – March 31, 2019
|
269,120
|
|
$95.58
|
|
269,120
|
|
1,981,958
|
|
Total
|
1,230,268
|
|
$86.32
|
|
1,230,268
|
|
1,981,958
|
|
(1)
|
On December 6, 2018, our Board of Directors authorized the extension of the duration of our existing share repurchase program to March 31, 2019, as well as the repurchase of up to 3.0 million additional shares of our common stock through December 31, 2019. As of March 31, 2019, our Board of Directors had authorized the repurchase of an aggregate of up to 14.9 million shares of our common stock under the share repurchase program since the initiation of the program in October 2013.
|
|
Exhibit Number
|
|
Description
|
|
Filed
Herewith
|
|
Incorporation By Reference From
|
||||
|
|
|
|
Form
|
|
Exhibit
|
|
Date Filed
|
|||
|
|
Agreement and Plan of Merger, dated as of April 30, 2018, by and among Marriott Vacations Worldwide Corporation, ILG, Inc., Ignite Holdco, Inc., Ignite Holdco Subsidiary, Inc., Volt Merger Sub, Inc., and Volt Merger Sub LLC*
|
|
|
|
8-K
|
|
2.1
|
|
5/1/2018
|
|
|
|
Restated Certificate of Incorporation of Marriott Vacations Worldwide Corporation
|
|
|
|
8-K
|
|
3.1
|
|
11/22/2011
|
|
|
|
Restated Bylaws of Marriott Vacations Worldwide Corporation
|
|
|
|
8-K
|
|
3.2
|
|
11/22/2011
|
|
|
|
Form of certificate representing shares of common stock, par value $0.01 per share, of Marriott Vacations Worldwide Corporation
|
|
|
|
10
|
|
4.1
|
|
10/14/2011
|
|
|
|
Indenture between Marriott Vacations Worldwide Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee, dated September 25, 2017
|
|
|
|
10-Q
|
|
4.1
|
|
11/2/2017
|
|
|
|
Form of 1.50% Convertible Senior Note due 2022 (included as Exhibit A to Exhibit 4.2 above)
|
|
|
|
10-Q
|
|
4.1
|
|
11/2/2017
|
|
|
|
Indenture, dated as of August 23, 2018, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and the Bank of New York Mellon Trust Company, N.A., as trustee
|
|
|
|
8-K
|
|
4.1
|
|
8/23/2018
|
|
|
|
Supplemental Indenture, dated September 1, 2018, by and among Marriott Ownership Resorts, Inc., ILG, LLC, the guarantors party thereto and the Bank of New York Mellon Trust Company, N.A., as trustee
|
|
|
|
8-K
|
|
4.7
|
|
9/5/2018
|
|
|
|
Form of 6.500% Senior Note due 2026 (included as Exhibit A to Exhibit 4.4 above)
|
|
|
|
8-K
|
|
4.1
|
|
8/23/2018
|
|
|
|
Registration Rights Agreement, dated as of August 23, 2018, by and among Marriott Ownership Resorts, Inc., Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
|
|
|
8-K
|
|
4.3
|
|
8/23/2018
|
|
|
|
Joinder Agreement to Registration Rights Agreement, dated as of September 1, 2018, by and among ILG, LLC, the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated as the representative of the initial purchasers
|
|
|
|
8-K
|
|
4.8
|
|
9/5/2018
|
|
|
Exhibit Number
|
|
Description
|
|
Filed
Herewith
|
|
Incorporation By Reference From
|
||||
|
|
|
|
Form
|
|
Exhibit
|
|
Date Filed
|
|||
|
|
Indenture, dated as of September 4, 2018, by and among Marriott Ownership Resorts, Inc., ILG, LLC, Marriott Vacations Worldwide Corporation, as guarantor, the other guarantors party thereto and HSBC Bank USA, National Association, as trustee
|
|
|
|
8-K
|
|
4.1
|
|
9/5/2018
|
|
|
|
Form of 5.625% Senior Note due 2023 (included as Exhibit A to Exhibit 4.9 above)
|
|
|
|
8-K
|
|
4.1
|
|
9/5/2018
|
|
|
|
Registration Rights Agreement, dated as of September 4, 2018, by and among Marriott Ownership Resorts, Inc., ILG, LLC, Marriott Vacations Worldwide Corporation, as a guarantor, the other guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC
|
|
|
|
8-K
|
|
4.3
|
|
9/5/2018
|
|
|
|
Indenture, dated April 10, 2015, among Interval Acquisition Corp., Interval Leisure Group, Inc., the other Guarantors party thereto and HSBC Bank UA, National Association, as trustee
|
|
|
|
8-K(1)
|
|
4.1
|
|
4/10/2015
|
|
|
|
Form of Interval Acquisition Corp. 5.625% Senior Note due 2023 (included as Exhibit A to Exhibit 4.12 above)
|
|
|
|
8-K(1)
|
|
4.1
|
|
4/10/2015
|
|
|
|
Supplemental Indenture, dated as of June 29, 2016, among Interval Acquisition Corp., certain subsidiary guarantors and HSBC Bank USA, National Association
|
|
|
|
8-K(1)
|
|
4.1
|
|
7/1/2016
|
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
|
|
X
|
|
|
|
|
|
|
|
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
|
|
X
|
|
|
|
|
|
|
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Furnished
|
|||||||
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Furnished
|
|||||||
|
101.INS
|
|
XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
X
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
X
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
*
|
|
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplemental copies to the SEC of any omitted schedule upon request by the SEC.
|
||||||||
|
(1)
|
|
Filing made by ILG, LLC under SEC File No. 001-34062.
|
||||||||
|
|
|
MARRIOTT VACATIONS WORLDWIDE CORPORATION
|
|
|
|
|
|
May 7, 2019
|
|
/s/ Stephen P. Weisz
|
|
|
|
Stephen P. Weisz
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
/s/ John E. Geller, Jr.
|
|
|
|
John E. Geller, Jr.
|
|
|
|
Executive Vice President and Chief Financial and Administrative Officer
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Marriott Vacations Worldwide Corporation;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
|
/s/ Stephen P. Weisz
|
|
|
Stephen P. Weisz
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Marriott Vacations Worldwide Corporation;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
|
/s/ John E. Geller, Jr.
|
|
|
John E. Geller, Jr.
|
|
|
Executive Vice President and Chief Financial and Administrative Officer
|
|
|
(Principal Financial Officer)
|
|
1.
|
the Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2019 (the “Quarterly Report”), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
|
2.
|
the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
/s/ Stephen P. Weisz
|
|
|
Stephen P. Weisz
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
1.
|
the Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2019 (the “Quarterly Report”), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
|
2.
|
the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
/s/ John E. Geller, Jr.
|
|
|
John E. Geller, Jr.
|
|
|
Executive Vice President and Chief Financial and Administrative Officer
|
|
|
(Principal Financial Officer)
|