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MANDATORILY REDEEMABLE PREFERRED STOCK OF CONSOLIDATED SUBSIDIARY

Until October 26, 2016, the $40.0 million of mandatorily redeemable Series A (non-voting) preferred stock of our subsidiary MVW US Holdings, Inc. (“MVW US Holdings”) held by third-party investors will pay an annual cash dividend equal to the five-year U.S. Treasury Rate as of October 19, 2011, plus a spread of 10.958 percent, for a total annual cash dividend rate of 12 percent. After October 26, 2016, if we have not elected to redeem the preferred stock, the annual cash dividend rate will be reset to the five-year U.S. Treasury Rate in effect on such date plus the same 10.958 percent spread. The Series A preferred stock is mandatorily redeemable by MVW US Holdings upon the tenth anniversary of its October 2011 date of issuance but can be redeemed at our option after five years at par. The Series A preferred stock has an aggregate liquidation preference of $40.0 million plus any accrued and unpaid dividends and an additional premium if liquidation occurs during the first five years after the issuance of the preferred stock. As of September 9, 2016, 1,000 shares of Series A preferred stock were authorized, of which 40 shares were issued and outstanding. The dividends are recorded as a component of Interest expense as the Series A preferred stock is treated as a liability for accounting purposes. Subsequent to the end of the third quarter of 2016, we notified the holders of the mandatorily redeemable preferred stock of our election to exercise our option to redeem the preferred stock on October 26, 2016 at par plus any accrued and unpaid dividends. We intend to use cash on hand to pay the redemption price.

The following table provides detail on our mandatorily redeemable preferred stock of consolidated subsidiary balance, net of unamortized debt issuance costs:



($ in thousands)	At September 9, 2016			At January 1, 2016
Mandatorily redeemable preferred stock of consolidated subsidiary, gross	$	40,000		$	40,000
Unamortized debt issuance costs	(892		)	(1,011		)
	$	39,108		$	38,989

SHAREHOLDERS' EQUITY

8 Months Ended

Sep. 09, 2016

SHAREHOLDERS' EQUITY

SHAREHOLDERS’ EQUITY

Marriott Vacations Worldwide has 100,000,000 authorized shares of common stock, par value of $0.01 per share. At September 9, 2016, there were 36,626,327 shares of Marriott Vacations Worldwide common stock issued, of which 26,991,592 shares were outstanding and 9,634,735 shares were held as treasury stock. At January 1, 2016, there were 36,393,800 shares of Marriott Vacations Worldwide common stock issued, of which 29,549,544 shares were outstanding and 6,844,256 shares were held as treasury stock. Marriott Vacations Worldwide has 2,000,000 authorized shares of preferred stock, par value of $0.01 per share, none of which were issued or outstanding as of September 9, 2016 or January 1, 2016.

The following table details changes in shareholders’ equity during the thirty-six weeks ended September 9, 2016:



($ in thousands)	Common Stock		Treasury Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Income			Retained Earnings			Total Equity
Balance at January 1, 2016	$	364	$	(429,990	)	$	1,150,731		$	11,381		$	243,781		$	976,267
Net income	—		—			—			—			87,524			87,524
Foreign currency translation adjustments	—		—			—			1,089			—			1,089
Derivative instrument adjustment	—		—			—			(366		)	—			(366		)
Amounts related to share-based compensation	2		—			6,219			—			—			6,221
Repurchase of common stock	—		(163,359		)	—			—			—			(163,359		)
Accelerated stock repurchase forward contract	—		—			(14,470		)	—			—			(14,470		)
Dividends	—		—			—			—			(25,305		)	(25,305		)
Employee stock plan issuance	—		649			—			—			24			673
Balance at September 9, 2016	$	366	$	(592,700	)	$	1,142,480		$	12,104		$	306,024		$	868,274

Share Repurchase Program

The following table summarizes share repurchase activity under our current share repurchase program:



($ in thousands, except per share amounts)	Number of Shares Repurchased	Cost of Shares Repurchased		Average Price Paid per Share
As of January 1, 2016	6,854,083	$	430,609	$	62.83
For the thirty-six weeks ended September 9, 2016	2,801,035	163,359		58.32
As of September 9, 2016	9,655,118	$	593,968	$	61.52

On February 11, 2016, our Board of Directors approved the repurchase of up to an additional 2,000,000 shares of our common stock under our existing share repurchase program through March 24, 2017. Prior to that authorization, our Board of Directors had authorized the repurchase of an aggregate of up to 8,900,000 shares of our common stock under the share repurchase program since the initiation of the program in October 2013. Share repurchases may be made through open market purchases, privately negotiated transactions, block transactions, tender offers, accelerated share repurchase agreements or otherwise. The specific timing, amount and other terms of the repurchases will depend on market conditions, corporate and regulatory requirements and other factors. Acquired shares of our common stock are held as treasury shares carried at cost in our Financial Statements. In connection with the repurchase program, we are authorized to adopt one or more trading plans pursuant to the provisions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

During the second quarter of 2016, pursuant to our existing share repurchase program, we entered into an accelerated share repurchase agreement (“ASR”) with a financial institution to repurchase shares of our common stock. Under the agreement, we paid $85.0 million to the financial institution and received an initial delivery of 1,168,917 shares of our common stock on June 16, 2016, which are included in treasury stock. We accounted for the ASR as two separate transactions: (i) a purchase of treasury stock and (ii) a forward contract indexed to our common stock. We recorded $70.5 million as treasury stock and $14.5 million, the implied value of the forward contract, in Additional paid-in capital on the Balance Sheet as of September 9, 2016. The total number of shares that we ultimately receive under the ASR is determined based on the average daily volume-weighted average share price of our common stock over the duration of the ASR, less an agreed discount, and may be subject to adjustments for certain events. A maximum of 834,940 additional shares could be delivered to us under the ASR. As the remainder of the shares are delivered to us, we will reclassify the implied value of the forward contract from additional paid-in capital to treasury stock. Upon completion of the program subsequent to the end of the third quarter of 2016, we received an additional delivery of 17,511 shares, for a total of 1,186,428 shares of common stock.

As of September 9, 2016, 1.2 million shares remained available for repurchase under the authorization approved by our Board of Directors. The authorization for the share repurchase program may be suspended, terminated, increased or decreased by our Board of Directors at any time without prior notice.

Dividends

We declared cash dividends to holders of common stock during the thirty-six weeks ended September 9, 2016 as follows:



Declaration Date	Shareholder Record Date	Distribution Date	Dividend per Share
February 11, 2016	February 25, 2016	March 10, 2016	$0.30
May 12, 2016	May 26, 2016	June 9, 2016	$0.30
September 8, 2016	September 22, 2016	October 6, 2016	$0.30

Any future dividend payments will be subject to Board approval, and there can be no assurance that we will pay dividends in the future.

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

SHARE-BASED COMPENSATION

8 Months Ended

Sep. 09, 2016

SHARE-BASED COMPENSATION

A total of 6 million shares are authorized for issuance under the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan (the “Stock Plan”). As of September 9, 2016, 1.5 million shares were available for grants under the Stock Plan.

For share-based awards with service-only vesting conditions, we measure compensation expense related to share-based payment transactions with our employees and non-employee directors at fair value on the grant date. With respect to our employees, we recognize this expense on our Statements of Income over the vesting period during which the employees provide service in exchange for the award; with respect to non-employee directors, we recognize this expense on the grant date. For share-based arrangements with performance vesting conditions, we recognize compensation expense once it is probable that the corresponding performance condition will be achieved.

We recorded share-based compensation expense related to award grants to our officers, directors and employees of $3.1 million and $3.0 million for the twelve weeks ended September 9, 2016 and September 11, 2015, respectively, and $10.0 million and $9.6 million for the thirty-six weeks ended September 9, 2016 and September 11, 2015, respectively. Our deferred compensation liability related to unvested awards held by our employees totaled $18.8 million and $13.3 million at September 9, 2016 and January 1, 2016, respectively.

Restricted Stock Units (“RSUs”)

We granted 168,617 RSUs, exclusive of RSUs with performance vesting conditions, to our employees and non-employee directors during the thirty-six weeks ended September 9, 2016. RSUs granted in the thirty-six weeks ended September 9, 2016 had a weighted average grant-date fair value of $58.81. RSUs issued to our employees generally vest over four years in annual installments commencing one year after the date of grant. RSUs issued to our non-employee directors vest in full on the date of grant.

During the thirty-six weeks ended September 9, 2016 and September 11, 2015, we granted RSUs with performance vesting conditions to members of management. The number of RSUs earned, if any, is determined following the end of a three-year performance period based upon our cumulative achievement over that period of specific quantitative operating financial measures. The maximum number of RSUs that may be earned under the RSUs with performance-based vesting criteria granted during the thirty-six weeks ended September 9, 2016 and September 11, 2015 was approximately 144,000 and 74,000, respectively.

Stock Appreciation Rights

We granted 132,597 SARs to members of management during the thirty-six weeks ended September 9, 2016. These SARs had a weighted average grant-date fair value of $16.12 and a weighted average exercise price of $61.71. SARs generally expire ten years after the date of grant and both vest and become exercisable in cumulative installments of one quarter of the grant at the end of each of the first four years following the date of grant.

We use the Black-Scholes model to estimate the fair value of the SARs granted. For SARs granted under the Stock Plan in the thirty-six weeks ended September 9, 2016, the expected stock price volatility was calculated based on the historical volatility from the stock prices of a group of identified peer companies. The average expected life was calculated using the simplified method. The risk-free interest rate was calculated based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The dividend yield assumption listed below is based on the expectation of future payouts.

The following table outlines the assumptions used to estimate the fair value of grants during the thirty-six weeks ended September 9, 2016:



Expected volatility	31.60%
Dividend yield	1.96%
Risk-free rate	1.41%
Expected term (in years)	6.25

Organization, Consolidation and Presentation of Financial Statements [Abstract]

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References + Details

VARIABLE INTEREST ENTITIES

8 Months Ended

Sep. 09, 2016

VARIABLE INTEREST ENTITIES

In accordance with the applicable accounting guidance for the consolidation of variable interest entities, we analyze our variable interests, including loans, guarantees and equity investments, to determine if an entity in which we have a variable interest is a variable interest entity. Our analysis includes both quantitative and qualitative reviews. We base our quantitative analysis on the forecasted cash flows of the entity, and our qualitative analysis on our review of the design of the entity, its organizational structure including decision-making ability, and relevant financial agreements. We also use our qualitative analyses to determine if we must consolidate a variable interest entity because we are its primary beneficiary.

Variable Interest Entities Related to Our Vacation Ownership Notes Receivable Securitizations

We periodically securitize, without recourse, through bankruptcy remote special purpose entities, notes receivable originated in connection with the sale of vacation ownership products. These vacation ownership notes receivable securitizations provide funding for us and transfer the economic risks and substantially all the benefits of the consumer loans we originate to third parties. In a vacation ownership notes receivable securitization, various classes of debt securities issued by a special purpose entity are generally collateralized by a single tranche of transferred assets, which consist of vacation ownership notes receivable. We service the vacation ownership notes receivable. With each vacation ownership notes receivable securitization, we may retain a portion of the securities, subordinated tranches, interest-only strips, subordinated interests in accrued interest and fees on the securitized vacation ownership notes receivable or, in some cases, overcollateralization and cash reserve accounts.

We created these entities to serve as a mechanism for holding assets and related liabilities, and the entities have no equity investment at risk, making them variable interest entities. We continue to service the vacation ownership notes receivable, transfer all proceeds collected to these special purpose entities, and retain rights to receive benefits that are potentially significant to the entities. Accordingly, we concluded that we are the entities’ primary beneficiary and, therefore, consolidate them.

The following table shows consolidated assets, which are collateral for the obligations of these variable interest entities, and consolidated liabilities included on our Balance Sheet at September 9, 2016:



($ in thousands)	Vacation Ownership Notes Receivable Securitizations		Warehouse Credit Facility		Total
Consolidated Assets:
Vacation ownership notes receivable, net of reserves	$	730,076	$	—	$	730,076
Interest receivable	4,687		—		4,687
Restricted cash⁽¹⁾	88,559		—		88,559
Total	$	823,322	$	—	$	823,322
Consolidated Liabilities:
Interest payable	$	1,288	$	73	$	1,361
Debt	806,716		—		806,716
Total	$	808,004	$	73	$	808,077

_________________________

⁽¹⁾

Includes $50.0 million of the proceeds from the securitization transaction completed during the third quarter of 2016, which were released when the remaining vacation ownership notes receivable were purchased by the 2016-1 Trust subsequent to the end of the third quarter of 2016. Refer to Footnote No. 9, “Debt,” for discussion of the terms of this securitization transaction and the purchase of additional vacation ownership notes receivable by the 2016-1 Trust.

The noncontrolling interest balance was zero. The creditors of these entities do not have general recourse to us.

The following table shows the interest income and expense recognized as a result of our involvement with these variable interest entities during the twelve weeks ended September 9, 2016:



($ in thousands)	Vacation Ownership Notes Receivable Securitizations		Warehouse Credit Facility		Total
Interest income	$	20,980	$	1,928	$	22,908
Interest expense to investors	$	3,912	$	509	$	4,421
Debt issuance cost amortization	$	721	$	219	$	940
Administrative expenses	$	74	$	37	$	111

The following table shows the interest income and expense recognized as a result of our involvement with these variable interest entities during the thirty-six weeks ended September 9, 2016:



($ in thousands)	Vacation Ownership Notes Receivable Securitizations		Warehouse Credit Facility		Total
Interest income	$	59,798	$	5,502	$	65,300
Interest expense to investors	$	11,536	$	1,362	$	12,898
Debt issuance cost amortization	$	2,278	$	664	$	2,942
Administrative expenses	$	229	$	104	$	333

The following table shows cash flows between us and the vacation ownership notes receivable securitization variable interest entities during the thirty-six weeks ended September 9, 2016 and September 11, 2015:



	Thirty-Six Weeks Ended
($ in thousands)	September 9, 2016			September 11, 2015
Cash inflows:
Net proceeds from vacation ownership notes receivable securitizations	$	247,453		$	252,361
Principal receipts	118,015			127,571
Interest receipts	60,863			62,324
Reserve release	405			2,478
Total	426,736			444,734
Cash outflows:
Principal to investors	(105,863		)	(114,561		)
Voluntary repurchases of defaulted vacation ownership notes receivable	(22,025		)	(17,802		)
Voluntary clean-up call	—			(54,020		)
Interest to investors	(10,823		)	(12,160		)
Funding of restricted cash⁽¹⁾⁽²⁾	(51,770		)	(52,756		)
Total	(190,481		)	(251,299		)
Net Cash Flows	$	236,255		$	193,435

_________________________

⁽¹⁾


⁽²⁾	Includes $51.4 million of the proceeds from the securitization transaction completed during the third quarter of 2015, which were released as the remaining vacation ownership notes receivable were purchased by the MVW Owner Trust 2015-1.

The following table shows cash flows between us and the Warehouse Credit Facility variable interest entity during the thirty-six weeks ended September 9, 2016 and September 11, 2015:



	Thirty-Six Weeks Ended
($ in thousands)	September 9, 2016			September 11, 2015
Cash inflows:
Proceeds from vacation ownership notes receivable securitizations	$	126,622		$	—
Principal receipts	5,227			—
Interest receipts	5,048			—
Reserve release	909			—
Total	137,806			—
Cash outflows:
Principal to investors	(3,771		)	—
Voluntary repurchases of defaulted vacation ownership notes receivable	(661		)	—
Repayment of Warehouse Credit Facility	(122,190		)	—
Interest to investors	(1,338		)	(920		)
Funding of restricted cash	(447		)	—
Total	(128,407		)	(920		)
Net Cash Flows	$	9,399		$	(920	)

Under the terms of our vacation ownership notes receivable securitizations, we have the right at our option to repurchase defaulted vacation ownership notes receivable at the outstanding principal balance. The transaction documents typically limit such repurchases to 15 to 20 percent of the transaction’s initial vacation ownership notes receivable principal balance. Our maximum exposure to loss relating to the special purpose entities that purchase, sell and own these vacation ownership notes receivable is the overcollateralization amount (the difference between the loan collateral balance and the balance on the outstanding vacation ownership notes receivable), plus cash reserves and any residual interest in future cash flows from collateral. In addition, we could be required to fund up to an aggregate of $5.0 million upon presentation of demand notes related to certain vacation ownership notes receivable securitization transactions outstanding at September 9, 2016.

Other Variable Interest Entities

We have an equity investment in the Joint Venture, a variable interest entity that previously developed and marketed vacation ownership and residential products in Hawaii. We concluded that the Joint Venture is a variable interest entity because the equity investment at risk is not sufficient to permit it to finance its activities without additional support from other venture parties. We determined that we are not the primary beneficiary of the Joint Venture, as power to direct the activities that most significantly impact its economic performance is shared among the variable interest holders and, therefore, we do not consolidate the Joint Venture. In 2009, we fully impaired our investments in the Joint Venture to zero. At September 9, 2016, we had an accrual of $2.2 million for potential future funding obligations, representing our remaining expected exposure to loss related to our involvement with the Joint Venture exclusive of any future costs that may be incurred pursuant to outstanding litigation matters, including those discussed in Footnote No. 8, “Contingencies and Commitments.”

We have a commitment to purchase an operating property located in New York, New York, that we currently manage as Marriott Vacation Club Pulse, New York City. Refer to Footnote No. 8, “Contingencies and Commitments” for additional information on the commitment. We are required to purchase the completed property from the third party developer unless the developer has sold the property to another party. The property is held by a variable interest entity for which we are not the primary beneficiary as we cannot prevent the variable interest entity from selling the property at a higher price. Accordingly, we have not consolidated the variable interest entity. As of September 9, 2016, our Balance Sheet reflected a $7.0 million capital lease asset and a $7.2 million capital lease liability for ancillary and operations space we lease from the variable interest entity. In addition, our Balance Sheet reflected a note receivable of $0.5 million from this variable interest entity, which we believe is our maximum exposure to loss as a result of our involvement with this variable interest entity as of September 9, 2016.

BUSINESS SEGMENTS

8 Months Ended

Sep. 09, 2016

Segment Reporting [Abstract]

BUSINESS SEGMENTS

We define our reportable segments based on the way in which the chief operating decision maker, currently our chief executive officer, manages the operations of the company for purposes of allocating resources and assessing performance. We operate in three reportable business segments:

•

In our North America segment, we develop, market, sell and manage vacation ownership and related products under the Marriott Vacation Club and Grand Residences by Marriott brands. In 2016, we introduced Marriott Vacation Club Pulse^SM, an extension to the Marriott Vacation Club brand. We also develop, market and sell vacation ownership and related products under The Ritz-Carlton Destination Club brand, as well as whole ownership residential products under The Ritz-Carlton Residences brand.


•	In our Europe segment, we are focusing on selling our existing projects and managing existing resorts. We do not have any current plans for new development in this segment.


•	In our Asia Pacific segment, we develop, market, sell and manage two points-based programs that we specifically designed to appeal to the vacation preferences of the market, Marriott Vacation Club, Asia Pacific and Marriott Vacation Club Destinations, Australia, as well as a weeks-based right-to-use product.

We evaluate the performance of our segments based primarily on the results of the segment without allocating corporate expenses or income taxes. We do not allocate corporate interest expense, consumer financing interest expense, other financing expenses or general and administrative expenses to our segments. We include interest income specific to segment activities within the appropriate segment. We allocate other gains and losses and equity in earnings or losses from our joint ventures to each of our segments as appropriate. Corporate and other represents that portion of our revenues, equity in earnings or losses, and other gains or losses that are not allocable to our segments.

Revenues



	Twelve Weeks Ended				Thirty-Six Weeks Ended
($ in thousands)	September 9, 2016		September 11, 2015		September 9, 2016		September 11, 2015
North America	$	363,442	$	362,440	$	1,133,375	$	1,138,857
Europe	28,628		31,995		74,983		80,203
Asia Pacific	14,921		12,701		53,621		65,783
Total segment revenues	406,991		407,136		1,261,979		1,284,843
Corporate and other	—		—		—		—
	$	406,991	$	407,136	$	1,261,979	$	1,284,843

Net Income (Loss)



	Twelve Weeks Ended						Thirty-Six Weeks Ended
($ in thousands)	September 9, 2016			September 11, 2015			September 9, 2016			September 11, 2015
North America	$	81,955		$	85,337		$	283,200		$	287,676
Europe	4,536			6,159			7,079			9,179
Asia Pacific	1,272			(4,056		)	(182		)	5,332
Total segment financial results	87,763			87,440			290,097			302,187
Corporate and other	(46,915		)	(51,277		)	(147,917		)	(151,237		)
Provision for income taxes	(14,041		)	(14,608		)	(54,656		)	(61,300		)
	$	26,807		$	21,555		$	87,524		$	89,650

Assets



($ in thousands)	At September 9, 2016		At January 1, 2016
North America	$	1,938,437	$	1,900,178
Europe	69,274		80,839
Asia Pacific	96,868		134,661
Total segment assets	2,104,579		2,115,678
Corporate and other	281,591		284,040
	$	2,386,170	$	2,399,718

Principles of Consolidation and Basis of Presentation

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8981-108599

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e9038-108599

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 33
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8971-108599

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8595-108599

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8380-108599

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 35
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8984-108599

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e9031-108599

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e9054-108599

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8538-108599

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 29
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8864-108599

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8924-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8906-108599

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

8 Months Ended

Sep. 09, 2016

Accounting Policies [Abstract]

Our Business



Fiscal Year		Quarter-End Date
2016 Third Quarter		September 9, 2016
2016 Second Quarter		June 17, 2016
2016 First Quarter		March 25, 2016
2015 Third Quarter		September 11, 2015
2015 Second Quarter		June 19, 2015
2015 First Quarter		March 27, 2015

We have reclassified certain prior year amounts to conform to our current period presentation.

New Accounting Standards

Accounting Standards Update No. 2016-15 – “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”)

Future Adoption of Accounting Standards

Accounting Standards Update No. 2016-15 – “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”)

Future Adoption of Accounting Standards

Accounting Standards Update No. 2016-13 – “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”)

Accounting Standards Update No. 2016-09 – “Compensation – Stock Compensation (Topic 718)” (“ASU 2016-09”)

Accounting Standards Update No. 2016-02 – “Leases (Topic 842)” (“ASU 2016-02”)

Accounting Standards Update No. 2016-01 – “Financial Instruments – Overall (Subtopic 825-10)” (“ASU 2016-01”)

Accounting Standards Update No. 2014-09 – “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), as Amended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

8 Months Ended

Sep. 09, 2016

Accounting Policies [Abstract]

Each Reference to Particular Year in These Financial Statements Means Fiscal Year Ended on Date Shown



Fiscal Year		Quarter-End Date
2016 Third Quarter		September 9, 2016
2016 Second Quarter		June 17, 2016
2016 First Quarter		March 25, 2016
2015 Third Quarter		September 11, 2015
2015 Second Quarter		June 19, 2015
2015 First Quarter		March 27, 2015

VACATION OWNERSHIP NOTES RECEIVABLE (Tables)

8 Months Ended

Sep. 09, 2016

Loans and Leases Receivable Disclosure [Line Items]

Composition of Vacation Ownership Notes Receivable Balances, Net of Reserves

The following table shows the composition of our vacation ownership notes receivable balances, net of reserves:



($ in thousands)	September 9, 2016		January 1, 2016
Vacation ownership notes receivable — securitized	$	730,076	$	669,179
Vacation ownership notes receivable — non-securitized
Eligible for securitization^{(1) (2)}	58,376		104,671
Not eligible for securitization⁽¹⁾	138,896		146,781
Subtotal	197,272		251,452
Total vacation ownership notes receivable	$	927,348	$	920,631

_________________________


⁽¹⁾	Refer to Footnote No. 4, “Financial Instruments,” for discussion of eligibility of our vacation ownership notes receivable for securitization.

⁽²⁾

Future Principal Payments, Net of Reserves, and Interest Rates of Vacation Ownership Notes Receivable

The following tables show future principal payments, net of reserves, as well as interest rates for our non-securitized and securitized vacation ownership notes receivable at September 9, 2016:



($ in thousands)	Non-Securitized Vacation Ownership Notes Receivable		Securitized Vacation Ownership Notes Receivable		Total
2016	$	16,916	$	33,392	$	50,308
2017	37,607		98,446		136,053
2018	26,170		90,147		116,317
2019	19,367		83,664		103,031
2020	16,007		82,638		98,645
Thereafter	81,205		341,789		422,994
Balance at September 9, 2016	$	197,272	$	730,076	$	927,348
Weighted average stated interest rate	11.6%		12.7%		12.5%
Range of stated interest rates	0.0% to 19.5%		4.9% to 19.5%		0.0% to 19.5%

Interest Income Associated with Vacation Ownership Notes Receivable

The following table summarizes interest income associated with vacation ownership notes receivable:



	Twelve Weeks Ended				Thirty-Six Weeks Ended
($ in thousands)	September 9, 2016		September 11, 2015		September 9, 2016		September 11, 2015
Interest income associated with vacation ownership notes receivable — securitized	$	22,908	$	20,005	$	65,300	$	59,992
Interest income associated with vacation ownership notes receivable — non-securitized	4,795		6,921		17,430		21,428
Total interest income associated with vacation ownership notes receivable	$	27,703	$	26,926	$	82,730	$	81,420

Recorded Investment in Non-accrual Notes Receivable that are 90 Days or More Past Due

The following table shows our recorded investment in non-accrual vacation ownership notes receivable, which are vacation ownership notes receivable that are 90 days or more past due:



($ in thousands)	Non-Securitized Vacation Ownership Notes Receivable		Securitized Vacation Ownership Notes Receivable		Total
Investment in vacation ownership notes receivable on non-accrual status at September 9, 2016	$	45,828	$	5,875	$	51,703
Investment in vacation ownership notes receivable on non-accrual status at January 1, 2016	$	46,024	$	8,717	$	54,741
Average investment in vacation ownership notes receivable on non-accrual status during the twelve weeks ended September 9, 2016	$	47,038	$	8,278	$	55,316
Average investment in vacation ownership notes receivable on non-accrual status during the twelve weeks ended September 11, 2015	$	53,778	$	6,879	$	60,657
Average investment in vacation ownership notes receivable on non-accrual status during the thirty-six weeks ended September 9, 2016	$	45,926	$	7,296	$	53,222
Average investment in vacation ownership notes receivable on non-accrual status during the thirty-six weeks ended September 11, 2015	$	56,397	$	6,570	$	62,967

Aging of Recorded Investment in Principal, Before Reserves, in Vacation Ownership Notes Receivable

The following table shows the aging of the recorded investment in principal, before reserves, in vacation ownership notes receivable as of September 9, 2016:



($ in thousands)	Non-Securitized Vacation Ownership Notes Receivable		Securitized Vacation Ownership Notes Receivable		Total
31 – 90 days past due	$	9,060	$	14,807	$	23,867
91 – 150 days past due	4,122		5,297		9,419
Greater than 150 days past due	41,706		578		42,284
Total past due	54,888		20,682		75,570
Current	194,797		762,824		957,621
Total vacation ownership notes receivable	$	249,685	$	783,506	$	1,033,191

The following table shows the aging of the recorded investment in principal, before reserves, in vacation ownership notes receivable as of January 1, 2016:



($ in thousands)	Non-Securitized Vacation Ownership Notes Receivable		Securitized Vacation Ownership Notes Receivable		Total
31 – 90 days past due	$	9,981	$	21,113	$	31,094
91 – 150 days past due	4,731		8,590		13,321
Greater than 150 days past due	41,293		127		41,420
Total past due	56,005		29,830		85,835
Current	251,031		687,004		938,035
Total vacation ownership notes receivable	$	307,036	$	716,834	$	1,023,870

Vacation Ownership

Loans and Leases Receivable Disclosure [Line Items]

Notes Receivable Reserves

The following table summarizes the activity related to our vacation ownership notes receivable reserve for the thirty-six weeks ended September 9, 2016:



($ in thousands)	Non-Securitized Vacation Ownership Notes Receivable			Securitized Vacation Ownership Notes Receivable			Total
Balance at January 1, 2016	$	55,584		$	47,655		$	103,239
Provision for loan losses	17,564			14,293			31,857
Securitizations	(24,664		)	24,664			—
Clean-up of Warehouse Credit Facility⁽¹⁾	10,496			(10,496		)	—
Write-offs	(29,253		)	—			(29,253		)
Defaulted vacation ownership notes receivable repurchase activity⁽²⁾	22,686			(22,686		)	—
Balance at September 9, 2016	$	52,413		$	53,430		$	105,843

_________________________


⁽¹⁾	Refers to our voluntary repurchase of previously securitized non-defaulted vacation ownership notes receivable from our non-recourse warehouse credit facility (the “Warehouse Credit Facility”).


⁽²⁾	Decrease in securitized vacation ownership notes receivable reserve and increase in non-securitized vacation ownership notes receivable reserve was attributable to the transfer of the reserve when we voluntarily repurchased defaulted securitized vacation ownership notes receivable.

FINANCIAL INSTRUMENTS (Tables)

8 Months Ended

Sep. 09, 2016

Carrying Values and Estimated Fair Values of Financial Assets and Liabilities



	At September 9, 2016						At January 1, 2016
($ in thousands)	Carrying Amount			Fair Value⁽¹⁾			Carrying Amount			Fair Value⁽¹⁾
Vacation ownership notes receivable
Securitized	$	730,076		$	857,688		$	669,179		$	803,533
Non-securitized	197,272			206,868			251,452			274,799
Total financial assets	$	927,348		$	1,064,556		$	920,631		$	1,078,332
Non-recourse debt associated with vacation ownership notes receivable securitizations, gross	$	(806,716	)	$	(747,872	)	$	(684,604	)	$	(677,595	)
Other debt, gross	(1,213		)	(1,213		)	(3,496		)	(3,496		)
Mandatorily redeemable preferred stock of consolidated subsidiary, gross	(40,000		)	(40,189		)	(40,000		)	(42,258		)
Other liabilities	(2,246		)	(2,246		)	(4,515		)	(4,515		)
Total financial liabilities	$	(850,175	)	$	(791,520	)	$	(732,615	)	$	(727,864	)

_________________________


⁽¹⁾	Fair value of financial instruments has been determined using Level 3 inputs.

Non-Securitized vacation ownership notes receivable

Carrying Values and Estimated Fair Values of Financial Assets and Liabilities



	At September 9, 2016				At January 1, 2016
($ in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Vacation ownership notes receivable
Eligible for securitization⁽¹⁾	$	58,376	$	67,972	$	104,671	$	128,018
Not eligible for securitization	138,896		138,896		146,781		146,781
Total non-securitized	$	197,272	$	206,868	$	251,452	$	274,799

_________________________

⁽¹⁾

EARNINGS PER SHARE (Tables)

8 Months Ended

Sep. 09, 2016

Earnings Per Share [Abstract]

Reconciliation of Earnings and Number of Shares Used in Calculation of Basic and Diluted Earnings Per Share

The table below illustrates the reconciliation of the earnings and number of shares used in our calculation of basic and diluted earnings per share.



	Twelve Weeks Ended				Thirty-Six Weeks Ended
(in thousands, except per share amounts)	September 9, 2016⁽¹⁾		September 11, 2015⁽²⁾		September 9, 2016⁽¹⁾		September 11, 2015⁽²⁾
Computation of Basic Earnings Per Share
Net income	$	26,807	$	21,555	$	87,524	$	89,650
Weighted average shares outstanding	27,152		31,455		28,207		31,870
Basic earnings per share	$	0.99	$	0.69	$	3.10	$	2.81
Computation of Diluted Earnings Per Share
Net income	$	26,807	$	21,555	$	87,524	$	89,650
Weighted average shares outstanding	27,152		31,455		28,207		31,870
Effect of dilutive shares outstanding
Employee stock options and SARs	356		443		366		458
Restricted stock units	172		230		145		222
Shares for diluted earnings per share	27,680		32,128		28,718		32,550
Diluted earnings per share	$	0.97	$	0.67	$	3.05	$	2.75

_________________________


⁽¹⁾	The computations of diluted earnings per share exclude approximately 254,000 shares of common stock, the maximum number of shares issuable as of September 9, 2016 upon the vesting of certain performance-based awards, because the performance conditions required for the shares subject to such awards to vest were not achieved by the end of the reporting period.


⁽²⁾	The computations of diluted earnings per share exclude approximately 167,000 shares of common stock, the maximum number of shares issuable as of September 11, 2015 upon the vesting of certain performance-based awards, because the performance conditions required for the shares subject to such awards to vest were not achieved by the end of the reporting period.

INVENTORY (Tables)

8 Months Ended

Sep. 09, 2016

Inventory Disclosure [Abstract]

Composition of Inventory

The following table shows the composition of our inventory balances:



($ in thousands)	At September 9, 2016		At January 1, 2016
Finished goods⁽¹⁾	$	319,661	$	332,888
Work-in-progress	66,545		—
Land and infrastructure⁽²⁾	323,659		331,042
Real estate inventory	709,865		663,930
Operating supplies and retail inventory	4,539		5,313
	$	714,404	$	669,243

_________________________


⁽¹⁾	Represents completed inventory that is either registered for sale as vacation ownership interests, or unregistered and available for sale in its current form.


⁽²⁾	Includes $67.6 million of inventory related to estimated future foreclosures at September 9, 2016.

DEBT (Tables)

8 Months Ended

Sep. 09, 2016

Debt Disclosure [Abstract]

Debt Balances, Net of Unamortized Debt Issuance Costs

The following table provides detail on our debt balances, net of unamortized debt issuance costs:



($ in thousands)	At September 9, 2016			At January 1, 2016
Vacation ownership notes receivable securitizations, gross⁽¹⁾	$	806,716		$	684,604
Unamortized debt issuance costs	(10,380		)	(9,043		)
	796,336			675,561
Other debt, gross	1,213			3,496
Unamortized debt issuance costs	(49		)	(264		)
	1,164			3,232
Capital leases	7,221			—
	$	804,721		$	678,793

_________________________


⁽¹⁾	Interest rates as of September 9, 2016 range from 2.2% to 6.3% with a weighted average interest rate of 2.5%.

Scheduled Future Principal Payments for Debt

The following table shows scheduled future principal payments for our debt:



($ in thousands)	Vacation Ownership Notes Receivable Securitizations⁽¹⁾		Other Debt		Capital Leases		Total
Debt Principal Payments Year
2016	$	35,047	$	10	$	—	35,057
2017	106,804		611		7,221		114,636
2018	95,972		12		—		95,984
2019	88,446		13		—		88,459
2020	87,223		14		—		87,237
Thereafter	393,224		553		—		393,777
Balance at September 9, 2016	$	806,716	$	1,213	$	7,221	$	815,150

_________________________


⁽¹⁾	The debt associated with our vacation ownership notes receivable securitizations is non-recourse to us and represents estimated principal payments assuming purchase of the remaining vacation ownership notes receivable by the 2016-1 Trust in the fourth quarter of 2016 as discussed above.

MANDATORILY REDEEMABLE PREFERRED STOCK OF CONSOLIDATED SUBSIDIARY (Tables)

8 Months Ended

Sep. 09, 2016

Mandatorily Redeemable Preferred Stock, Net of Unamortized Debt Issuance Costs

The following table provides detail on our mandatorily redeemable preferred stock of consolidated subsidiary balance, net of unamortized debt issuance costs:



($ in thousands)	At September 9, 2016			At January 1, 2016
Mandatorily redeemable preferred stock of consolidated subsidiary, gross	$	40,000		$	40,000
Unamortized debt issuance costs	(892		)	(1,011		)
	$	39,108		$	38,989

SHAREHOLDERS' EQUITY (Tables)

8 Months Ended

Sep. 09, 2016

Changes in Shareholders' Equity

The following table details changes in shareholders’ equity during the thirty-six weeks ended September 9, 2016:



($ in thousands)	Common Stock		Treasury Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Income			Retained Earnings			Total Equity
Balance at January 1, 2016	$	364	$	(429,990	)	$	1,150,731		$	11,381		$	243,781		$	976,267
Net income	—		—			—			—			87,524			87,524
Foreign currency translation adjustments	—		—			—			1,089			—			1,089
Derivative instrument adjustment	—		—			—			(366		)	—			(366		)
Amounts related to share-based compensation	2		—			6,219			—			—			6,221
Repurchase of common stock	—		(163,359		)	—			—			—			(163,359		)
Accelerated stock repurchase forward contract	—		—			(14,470		)	—			—			(14,470		)
Dividends	—		—			—			—			(25,305		)	(25,305		)
Employee stock plan issuance	—		649			—			—			24			673
Balance at September 9, 2016	$	366	$	(592,700	)	$	1,142,480		$	12,104		$	306,024		$	868,274

Stock Repurchase Activity under Current Stock Repurchase Program

The following table summarizes share repurchase activity under our current share repurchase program:



($ in thousands, except per share amounts)	Number of Shares Repurchased	Cost of Shares Repurchased		Average Price Paid per Share
As of January 1, 2016	6,854,083	$	430,609	$	62.83
For the thirty-six weeks ended September 9, 2016	2,801,035	163,359		58.32
As of September 9, 2016	9,655,118	$	593,968	$	61.52

Cash Dividend Declared

We declared cash dividends to holders of common stock during the thirty-six weeks ended September 9, 2016 as follows:



Declaration Date	Shareholder Record Date	Distribution Date	Dividend per Share
February 11, 2016	February 25, 2016	March 10, 2016	$0.30
May 12, 2016	May 26, 2016	June 9, 2016	$0.30
September 8, 2016	September 22, 2016	October 6, 2016	$0.30

SHARE-BASED COMPENSATION (Tables)

8 Months Ended

Sep. 09, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Assumptions Used to Estimate Fair Value of Grants

The following table outlines the assumptions used to estimate the fair value of grants during the thirty-six weeks ended September 9, 2016:



Expected volatility	31.60%
Dividend yield	1.96%
Risk-free rate	1.41%
Expected term (in years)	6.25

VARIABLE INTEREST ENTITIES (Tables)

8 Months Ended

Sep. 09, 2016

Classifications of Consolidated VIE Assets and Liabilities



($ in thousands)	Vacation Ownership Notes Receivable Securitizations		Warehouse Credit Facility		Total
Consolidated Assets:
Vacation ownership notes receivable, net of reserves	$	730,076	$	—	$	730,076
Interest receivable	4,687		—		4,687
Restricted cash⁽¹⁾	88,559		—		88,559
Total	$	823,322	$	—	$	823,322
Consolidated Liabilities:
Interest payable	$	1,288	$	73	$	1,361
Debt	806,716		—		806,716
Total	$	808,004	$	73	$	808,077

_________________________

⁽¹⁾

Variable Interest Entity

Interest Income and Expense Recognized as a Result of Our Involvement with Variable Interest Entities

The following table shows the interest income and expense recognized as a result of our involvement with these variable interest entities during the twelve weeks ended September 9, 2016:



($ in thousands)	Vacation Ownership Notes Receivable Securitizations		Warehouse Credit Facility		Total
Interest income	$	20,980	$	1,928	$	22,908
Interest expense to investors	$	3,912	$	509	$	4,421
Debt issuance cost amortization	$	721	$	219	$	940
Administrative expenses	$	74	$	37	$	111

The following table shows the interest income and expense recognized as a result of our involvement with these variable interest entities during the thirty-six weeks ended September 9, 2016:



($ in thousands)	Vacation Ownership Notes Receivable Securitizations		Warehouse Credit Facility		Total
Interest income	$	59,798	$	5,502	$	65,300
Interest expense to investors	$	11,536	$	1,362	$	12,898
Debt issuance cost amortization	$	2,278	$	664	$	2,942
Administrative expenses	$	229	$	104	$	333

Vacation Ownership Notes Receivable Securitizations

Cash Flows Between Company and Variable Interest Entities



	Thirty-Six Weeks Ended
($ in thousands)	September 9, 2016			September 11, 2015
Cash inflows:
Net proceeds from vacation ownership notes receivable securitizations	$	247,453		$	252,361
Principal receipts	118,015			127,571
Interest receipts	60,863			62,324
Reserve release	405			2,478
Total	426,736			444,734
Cash outflows:
Principal to investors	(105,863		)	(114,561		)
Voluntary repurchases of defaulted vacation ownership notes receivable	(22,025		)	(17,802		)
Voluntary clean-up call	—			(54,020		)
Interest to investors	(10,823		)	(12,160		)
Funding of restricted cash⁽¹⁾⁽²⁾	(51,770		)	(52,756		)
Total	(190,481		)	(251,299		)
Net Cash Flows	$	236,255		$	193,435

_________________________

⁽¹⁾


⁽²⁾	Includes $51.4 million of the proceeds from the securitization transaction completed during the third quarter of 2015, which were released as the remaining vacation ownership notes receivable were purchased by the MVW Owner Trust 2015-1.

Warehouse Credit Facility

Cash Flows Between Company and Variable Interest Entities

The following table shows cash flows between us and the Warehouse Credit Facility variable interest entity during the thirty-six weeks ended September 9, 2016 and September 11, 2015:



	Thirty-Six Weeks Ended
($ in thousands)	September 9, 2016			September 11, 2015
Cash inflows:
Proceeds from vacation ownership notes receivable securitizations	$	126,622		$	—
Principal receipts	5,227			—
Interest receipts	5,048			—
Reserve release	909			—
Total	137,806			—
Cash outflows:
Principal to investors	(3,771		)	—
Voluntary repurchases of defaulted vacation ownership notes receivable	(661		)	—
Repayment of Warehouse Credit Facility	(122,190		)	—
Interest to investors	(1,338		)	(920		)
Funding of restricted cash	(447		)	—
Total	(128,407		)	(920		)
Net Cash Flows	$	9,399		$	(920	)