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ACQUISITIONS AND DISPOSITIONS (Tables)
9 Months Ended
Sep. 30, 2019
Business Combinations [Abstract]  
Consideration Transferred The following table presents the fair value of each class of consideration transferred at the Acquisition Date, as finalized at September 30, 2019.
(in millions, except per share amounts)
 
 
Equivalent shares of Marriott Vacations Worldwide common stock issued in exchange for ILG outstanding shares
 
20.5

Marriott Vacations Worldwide common stock price per share as of Acquisition Date
 
$
119.00

Fair value of Marriott Vacations Worldwide common stock issued in exchange for ILG outstanding shares
 
2,441

Cash consideration to ILG shareholders, net of cash acquired of $154 million
 
1,680

Fair value of ILG equity-based awards attributed to pre-combination service
 
64

Total consideration transferred, net of cash acquired
 
4,185

Noncontrolling interests
 
32

 
 
$
4,217


Schedule of Recognized Identified Assets Acquired and Liabilities Assumed The following table presents the fair values of the assets that we acquired and the liabilities that we assumed on the Acquisition Date in connection with the business combination as previously reported at December 31, 2018 and as finalized at September 30, 2019. During the first three quarters of 2019, we refined our valuation models related to certain acquired property and equipment, inventory, securitized debt and our assumptions related to certain acquired member relationship intangibles. In addition, we recorded an indemnification asset and corresponding liability for tax matters for which we believe we will be indemnified. See Footnote 5, “Income Taxes” for further information. Further, we recorded a receivable for business interruption proceeds collected and we recorded additional liabilities related to the vacation ownership business and for other tax matters.
($ in millions)
 
September 1, 2018
(as reported at
December 31, 2018)
 
Adjustments
 
September 1, 2018
(as adjusted at
September 30, 2019)
Vacation ownership notes receivable
 
$
753

 
$

 
$
753

Inventory
 
474

 
10

 
484

Property and equipment
 
374

 
11

 
385

Intangible assets
 
1,166

 
(21
)
 
1,145

Other assets
 
620

 
84

 
704

Deferred revenue
 
(217
)
 
(74
)
 
(291
)
Deferred taxes
 
(179
)
 
41

 
(138
)
Debt
 
(392
)
 

 
(392
)
Securitized debt from VIEs
 
(702
)
 
(16
)
 
(718
)
Other liabilities
 
(511
)
 
(94
)
 
(605
)
Net assets acquired
 
1,386

 
(59
)
 
1,327

Goodwill(1)
 
2,828

 
62

 
2,890

 
 
$
4,214

 
$
3

 
$
4,217

_________________________
(1) 
Goodwill is calculated as total consideration transferred, net of cash acquired, less identified net assets acquired and it represents the value that we expect to obtain from synergies and growth opportunities from our combined operations.
Schedule of Goodwill The following table details the carrying amount of our goodwill at September 30, 2019 and December 31, 2018, and reflects goodwill attributed to the ILG Acquisition.
($ in millions)
Vacation Ownership Segment
 
Exchange & Third-Party Management Segment
 
Total Consolidated
Balance at December 31, 2018
$
2,448

 
$
380

 
$
2,828

Adjustments
(7
)
 
69

 
62

Balance at September 30, 2019
$
2,441

 
$
449

 
$
2,890


Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination
The following table presents the fair values of ILG’s identified intangible assets and their related estimated useful lives as of the Acquisition Date.
 
 
Estimated Fair Value
($ in millions)
 
Estimated Useful Life
(in years)
Member relationships
 
$
671

 
15 to 20
Management contracts
 
357

 
15 to 25
Management contracts(1)
 
35

 
indefinite
Trade names and trademarks
 
82

 
indefinite
 
 
$
1,145

 
 
_________________________
(1) 
The indefinite-lived management contracts, by their terms, continue for the foreseeable horizon. There are no legal, regulatory, contractual, competitive, economic or other factors which limit the period of time over which these resort management contracts are expected to contribute future cash flows. These management contracts are entirely related to the VRI Europe business, which we disposed of in the fourth quarter of 2018.
Business Acquisition, Pro Forma Information
The following unaudited pro forma information presents the combined results of operations of Marriott Vacations Worldwide and ILG as if we had completed the ILG Acquisition on December 30, 2016, the last day of our 2016 fiscal year, but using our fair values of assets and liabilities as of the Acquisition Date. As required by GAAP, these unaudited pro forma results do not reflect any synergies from operating efficiencies. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the ILG Acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations.
($ in millions, except per share data)
Nine Months Ended
September 30, 2018
Revenues
$
3,164

Net income
$
159

Net income attributable to common shareholders
$
157

EARNINGS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS
 
Basic
$
3.34

Diluted
$
3.27


The following table presents the results of Legacy-ILG operations included in our Income Statement for the three and nine months ended September 30, 2019.
($ in millions)
Three Months Ended
September 30, 2019
 
Nine Months Ended
September 30, 2019
Revenue
$
458

 
$
1,371

Net income attributable to common shareholders
$
42

 
$
108