What changed in this filing

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Item 1. Financial Statements

2025-05-08 compared with 2024-11-07 · 246 added, 394 removed, 635 unchanged (50% of the section changed)

3 unchanged sentences

(In millions, except per share amounts)

Three Months Ended Nine Months Ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

Three Months Ended

March 31, 2025 March 31, 2024

Sale of vacation ownership products $ 355 $ 352

14 unchanged sentences

Royalty fee 28 28

Impairment — — 2 4

Cost reimbursements 373 391

7 unchanged sentences

NET INCOME 57 46

Net income attributable to noncontrolling interests — — — —

Net (income) loss attributable to noncontrolling interests ( 1 ) 1

NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 56 $ 47

7 unchanged sentences

(In millions)

Three Months Ended Nine Months Ended

September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

Three Months Ended

March 31, 2025 March 31, 2024

NET INCOME $ 57 $ 46

1 unchanged sentence

Derivative instrument adjustment, net of tax — ( 2 )

OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX ( 12 ) ( 5 ) ( 27 ) 3

Net income attributable to noncontrolling interests — — — —

COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS — — — —

OTHER COMPREHENSIVE LOSS, NET OF TAX ( 1 ) ( 1 )

Net (income) loss attributable to noncontrolling interests ( 1 ) 1

COMPREHENSIVE (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS ( 1 ) 1

COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 55 $ 46

3 unchanged sentences

(In millions, except share and per share data)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Cash and cash equivalents $ 196 $ 197

31 unchanged sentences

Additional paid-in capital 3,968 3,975

Accumulated other comprehensive (loss) income ( 11 ) 16

Accumulated other comprehensive loss ( 9 ) ( 8 )

Retained earnings 881 852

8 unchanged sentences

(In millions)

Nine Months Ended

September 30, 2024 September 30, 2023

Three Months Ended

March 31, 2025 March 31, 2024

OPERATING ACTIVITIES

5 unchanged sentences

Share-based compensation 7 7

Impairment charges 2 2

Gains and other income, net — ( 8 )

Deferred income taxes ( 15 ) 35

10 unchanged sentences

Other liabilities ( 5 ) ( 19 )

Purchase of property for future transfer to inventory — ( 27 )

Purchase and development of property for future transfer to inventory ( 2 ) —

Other, net 1 1

4 unchanged sentences

Purchase and development of property for future sale — ( 49 )

Other dispositions, net — 15

Net cash, cash equivalents and restricted cash used in investing activities ( 18 ) ( 69 )

3 unchanged sentences

(In millions)

Nine Months Ended

September 30, 2024 September 30, 2023

Three Months Ended

March 31, 2025 March 31, 2024

FINANCING ACTIVITIES

3 unchanged sentences

Repayments of debt ( 277 ) ( 289 )

Finance lease incentive — 10

Finance lease payment ( 2 ) ( 2 )

3 unchanged sentences

Payment of withholding taxes on vesting of restricted stock units ( 6 ) ( 5 )

Net cash, cash equivalents and restricted cash used in financing activities ( 26 ) ( 414 )

Net cash, cash equivalents and restricted cash (used in) provided by financing activities ( 32 ) 43

Effect of changes in exchange rates on cash, cash equivalents and restricted cash 1 ( 1 )

6 unchanged sentences

Non-cash transfer from property and equipment to inventory — 23

Non-cash transfer from property and equipment to other assets 52 —

Right-of-use asset obtained in exchange for finance lease obligation 2 11

Non-cash issuance of debt in connection with finance lease 2 11

Dividends payable $ 27 $ 26

Interest paid, net of amounts capitalized 54 52

7 unchanged sentences

Stock Additional

Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total MVW Stockholders' Equity Noncontrolling Interests Total Equity

Capital Accumulated Other Comprehensive Loss Retained Earnings Total MVW Stockholders' Equity Noncontrolling Interests Total Equity

75.9 BALANCE AT DECEMBER 31, 2024 $ 1 $ ( 2,378 ) $ 3,975 $ ( 8 ) $ 852 $ 2,442 $ ( 1 ) $ 2,441

— Net income (loss) — — — — 47 47 ( 1 ) 46

— Foreign currency translation adjustments — — — 1 — 1 — 1

— Derivative instrument adjustment — — — ( 2 ) — ( 2 ) — ( 2 )

— Share-based compensation plans — 5 ( 4 ) — — 1 — 1

— Repurchase of common stock — ( 24 ) — — — ( 24 ) — ( 24 )

— Dividends — — — — ( 26 ) ( 26 ) — ( 26 )

75.8 BALANCE AT MARCH 31, 2024 1 ( 2,351 ) 3,951 15 763 2,379 ( 1 ) 2,378

— Net income — — — — 56 56 1 57

— Foreign currency translation adjustments — — — ( 1 ) — ( 1 ) — ( 1 )

— Derivative instrument adjustment — — — ( 1 ) — ( 1 ) — ( 1 )

— Share-based compensation plans — 8 ( 7 ) — — 1 — 1

1 unchanged sentence

— Dividends — — — — ( 27 ) ( 27 ) — ( 27 )

75.8 BALANCE AT JUNE 30, 2024 1 ( 2,362 ) 3,959 1 773 2,372 — 2,372

— Net income — — — — 84 84 — 84

— Foreign currency translation adjustments — — — ( 12 ) — ( 12 ) — ( 12 )

— Share-based compensation plans — 1 10 — — 11 — 11

— Repurchase of common stock — ( 9 ) — — — ( 9 ) — ( 9 )

— Dividends — — — — ( 27 ) ( 27 ) — ( 27 )

75.8 BALANCE AT SEPTEMBER 30, 2024 $ 1 $ ( 2,370 ) $ 3,969 $ ( 11 ) $ 830 $ 2,419 $ — $ 2,419

MARRIOTT VACATIONS WORLDWIDE CORPORATION

INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED)

(In millions)

75.9 BALANCE AT MARCH 31, 2025 $ 1 $ ( 2,406 ) $ 3,968 $ ( 9 ) $ 881 $ 2,435 $ — $ 2,435

Issued Common

3 unchanged sentences

75.8 BALANCE AT DECEMBER 31, 2023 $ 1 $ ( 2,332 ) $ 3,955 $ 16 $ 742 $ 2,382 $ — $ 2,382

— Net income — — — — 87 87 — 87

— Net income (loss) — — — — 47 47 ( 1 ) 46

— Foreign currency translation adjustments — — — 1 — 1 — 1

4 unchanged sentences

75.8 BALANCE AT MARCH 31, 2024 $ 1 $ ( 2,351 ) $ 3,951 $ 15 $ 763 $ 2,379 $ ( 1 ) $ 2,378

— Net income — — — — 90 90 — 90

— Foreign currency translation adjustments — — — 6 — 6 — 6

— Derivative instrument adjustment — — — ( 1 ) — ( 1 ) — ( 1 )

— Share-based compensation plans — 1 10 — — 11 — 11

— Repurchase of common stock — ( 82 ) — — — ( 82 ) — ( 82 )

— Dividends — — — — ( 26 ) ( 26 ) — ( 26 )

75.8 BALANCE AT JUNE 30, 2023 1 ( 2,213 ) 3,947 23 718 2,476 2 2,478

— Net income — — — — 42 42 — 42

— Foreign currency translation adjustments — — — ( 2 ) — ( 2 ) — ( 2 )

— Derivative instrument adjustment — — — ( 3 ) — ( 3 ) — ( 3 )

— Share-based compensation plans — 1 6 — — 7 — 7

— Repurchase of common stock — ( 86 ) — — — ( 86 ) — ( 86 )

— Dividends — — — — ( 26 ) ( 26 ) — ( 26 )

75.8 BALANCE AT SEPTEMBER 30, 2023 $ 1 $ ( 2,298 ) $ 3,953 $ 18 $ 734 $ 2,408 $ 2 $ 2,410

See Interim Condensed Notes to Consolidated Financial Statements

11 unchanged sentences

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes.

Such estimates include, but are not limited to, revenue recognition, cost of vacation ownership products, inventory valuation, goodwill and intangibles valuation, accounting for acquired vacation ownership notes receivable, vacation ownership notes receivable reserves, income taxes, and loss contingencies.

The uncertainties in the broader macroeconomic environment, including inflation, continuing high interest rates, mixed economic indicators, increased consumer debt, continuing global insecurity and political uncertainty, have made it more challenging to make these estimates.

Such estimates include, but are not limited to, revenue recognition, cost of vacation ownership products, inventory valuation, goodwill and intangibles valuation, vacation ownership notes receivable reserves, income taxes, and loss contingencies.

The uncertainties and volatility in the broader macroeconomic environment, including inflation, the impact of changing trade policy, continuing high interest rates, mixed economic indicators, increased consumer debt, continuing global insecurity and political uncertainty, have made it more challenging to make these estimates.

Actual results could differ from our estimates, and such differences may be material.

7 unchanged sentences

(“Welk”) in 2021 (the “Welk Acquisition”) as “Legacy-Welk.” During 2023, we rebranded all Legacy-Welk resorts as Hyatt Vacation Club resorts.

Additionally, we use the term “Marriott Vacation Ownership” to refer to our Marriott-, Sheraton-, and Westin-brands and the term “Hyatt Vacation Ownership” to refer to our Hyatt-brands.

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

Additionally, we use the term “Marriott Vacation Ownership” to refer to our Marriott, Sheraton, and Westin branded businesses and the term “Hyatt Vacation Ownership” to refer to our Hyatt branded business.

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS

Future Adoption of Accounting Standards

Accounting Standards Update 2023-07 – “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”)

In November 2023, the FASB issued ASU 2023-07, which updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.

This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

This update will be applied retrospectively for all prior periods presented in the financial statements.

We will begin providing the enhanced disclosures required by this standard with our Annual Report on Form 10-K for the year ending December 31, 2024.

Accounting Standards Update 2023-09 – “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”)

In December 2023, the FASB issued ASU 2023-09, which is intended to enhance the transparency and decision usefulness of income tax disclosures.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) 2023-09, which is intended to enhance the transparency and decision usefulness of income tax disclosures.

ASU 2023-09 primarily enhances and expands both the annual income tax rate reconciliation disclosure and the annual income taxes paid disclosure.

This update is effective for fiscal years beginning after December 15, 2024 and may be adopted on a prospective or retrospective basis, with early adoption permitted.

We will begin providing the enhanced disclosures required by this standard with our Annual Report on Form 10-K for the year ending December 31, 2025.

Waikiki, Hawaii

During the third quarter of 2024, we acquired 38 completed vacation ownership units located at our Marriott Vacation Club, Waikiki property for $ 65 million.

The transaction was accounted for as an asset acquisition with all of the purchase price allocated to Inventory.

See Footnote 15 “Variable Interest Entities” for additional information about this transaction, including our remaining commitment related to this property, and our activities relating to the VIE involved in this transaction.

Additionally, during the first quarter of 2024, we acquired retail space located at our Marriott Vacation Club, Waikiki property for $ 48 million.

The transaction was accounted for as an asset acquisition, and was classified as held-for-sale and included in Other assets as of September 30, 2024.

We have an agreement to sell this retail space to a third party, and we expect to complete the sale during the fourth quarter of 2024.

Savannah, Georgia

During the third quarter of 2023, we acquired a property in Savannah, Georgia for $ 19 million.

We plan to convert the property into a 73 -unit vacation ownership property.

The transaction was accounted for as an asset acquisition and was recorded in Property and equipment, net.

Charleston, South Carolina

During the first quarter of 2023, we acquired a parcel of land and an adjacent retail space in Charleston, South Carolina for $ 17 million.

We plan to develop the parcel of land into a 50 -unit vacation ownership property and use a portion of the retail space to operate a sales center.

The transaction was accounted for as an asset acquisition and was recorded in Property and equipment, net.

We expect to begin providing the enhanced disclosures required by this update in our Annual Report on Form 10-K for the year ending December 31, 2025.

Accounting Standards Update 2024-03 - “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses” (“ASU 2024-03”)

In November 2024, the FASB issued ASU 2024-03, which requires additional information about specific expense categories in the notes to financial statements for both interim and annual reporting periods.

This update is effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027, and may be adopted on a prospective or retrospective basis, with early adoption permitted.

We are evaluating the impact that the adoption of this update, including the timing of implementation, will have on our disclosures.

Accounting Standards Update 2024-04 - “Debt - Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments” (“ASU 2024-04”)

In November 2024, the FASB issued ASU 2024-04, which requires an entity to account for certain early settlements of convertible debt instruments as an induced conversion if the inducement offer includes the issuance of all consideration (in form and amount) issuable under the conversion privileges provided in the terms of the existing convertible debt instrument.

This update is effective for annual periods beginning after December 15, 2025, and interim periods within those annual reporting periods, with early adoption permitted for all entities that have adopted the amendments in ASU 2020-06.

We adopted ASU 2020-06 on January 1, 2022 using the modified retrospective method.

We are evaluating the impact that the adoption of this update, including the timing of implementation, will have on our disclosures.

REVENUE AND RECEIVABLES

Sources of Revenue by Segment

Three Months Ended September 30, 2024

($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total

Sale of vacation ownership products $ 387 $ — $ — $ 387

Ancillary revenues 66 1 — 67

Management fee revenues 52 3 ( 1 ) 54

Exchange and other services revenues 34 40 12 86

Management and exchange 152 44 11 207

Rental 140 11 — 151

Cost reimbursements 484 1 ( 12 ) 473

Revenue from contracts with customers 1,163 56 ( 1 ) 1,218

Financing 87 — — 87

Total Revenues $ 1,250 $ 56 $ ( 1 ) $ 1,305

Three Months Ended September 30, 2023

($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total

Sale of vacation ownership products $ 319 $ — $ — $ 319

Ancillary revenues 62 1 — 63

Management fee revenues 44 5 — 49

Exchange and other services revenues 37 44 12 93

Management and exchange 143 50 12 205

Rental 128 10 — 138

Cost reimbursements 455 4 ( 16 ) 443

Revenue from contracts with customers 1,045 64 ( 4 ) 1,105

Financing 81 — — 81

Total Revenues $ 1,126 $ 64 $ ( 4 ) $ 1,186

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total

9 unchanged sentences

Total Revenues $ 1,135 $ 58 $ 7 $ 1,200

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total

11 unchanged sentences

The following tables detail the timing of revenue from contracts with customers by segment for the time periods presented.

Three Months Ended September 30, 2024

($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total

Services transferred over time $ 707 $ 21 $ ( 1 ) $ 727

Goods or services transferred at a point in time 456 35 — 491

Revenue from contracts with customers $ 1,163 $ 56 $ ( 1 ) $ 1,218

Three Months Ended September 30, 2023

($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total

Services transferred over time $ 658 $ 27 $ ( 4 ) $ 681

Goods or services transferred at a point in time 387 37 — 424

Revenue from contracts with customers $ 1,045 $ 64 $ ( 4 ) $ 1,105

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total

2 unchanged sentences

Revenue from contracts with customers $ 1,047 $ 58 $ 7 $ 1,112

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total

3 unchanged sentences

Sale of Vacation Ownership Products

Revenues were reduced during the third quarter and first three quarters of 2024 by $ 3 million and $ 67 million, respectively, due to changes in our estimates of variable consideration for performance obligations that were satisfied in prior periods.

Revenues were reduced during the first quarter of 2025 by $ 3 million due to changes in our estimates of variable consideration for performance obligations that were satisfied in prior periods.

Receivables from Contracts with Customers, Contract Assets, & Contract Liabilities

The following table shows the composition of our receivables from contracts with customers and contract liabilities.

We had no contract assets at either September 30, 2024 or December 31, 2023.

($ in millions) At September 30, 2024 At December 31, 2023

We had no contract assets at either March 31, 2025 or December 31, 2024.

($ in millions) At March 31, 2025 At December 31, 2024

Receivables from Contracts with Customers

5 unchanged sentences

Deferred revenue 442 354

Revenue recognized during the third quarter and first three quarters of 2024 that was included in our contract liabilities balance at December 31, 2023 was $ 76 million and $ 292 million, respectively.

Revenue recognized during the first quarter of 2025 that was included in our contract liabilities balance at December 31, 2024 was $ 117 million.

Remaining Performance Obligations

Our remaining performance obligations represent the expected transaction price allocated to our contracts that we expect to recognize as revenue in future periods when we perform under the contracts.

At September 30, 2024, approximately 92 % of this amount is expected to be recognized as revenue over the next two years .

At March 31, 2025, approximately 93 % of this amount is expected to be recognized as revenue over the next two years .

Accounts and Contracts Receivable

1 unchanged sentence

The following table shows the composition of our accounts and contracts receivable balances:

($ in millions) At September 30, 2024 At December 31, 2023

($ in millions) At March 31, 2025 At December 31, 2024

Receivables from contracts with customers, net $ 258 $ 250

5 unchanged sentences

Certain items that do not relate directly to ordinary income are excluded from the AETR and included in the period in which they occur.

Our effective tax rate was 28.7 % and 36.1 % for the three months ended September 30, 2024 and September 30, 2023, respectively, and 32.1 % and 34.3 % for the nine months ended September 30, 2024 and September 30, 2023, respectively.

The effective tax rate for the three months ended September 30, 2024 differed from the blended statutory tax rate for the same period due to income tax adjustments for discrete items, including an $ 11 million decrease related to changes in valuation allowances on certain deferred tax assets in non-U.S.

jurisdictions and a $ 6 million decrease primarily attributable to the expiration of statutes of limitation on certain unrecognized tax benefits, partially offset by an $ 8 million increase to remove the permanent reinvestment assertion for our earnings in certain non-U.S.

entities and an increase of $ 3 million for deferred non-U.S.

withholding taxes.

The effective tax rate for the three months ended September 30, 2023 differed from the blended statutory tax rate for the same period due to losses in non-U.S.

jurisdictions for which we do not realize tax benefits.

The effective tax rate for the nine months ended September 30, 2024 differed from the blended statutory tax rate for the same period due to income tax adjustments for discrete items, including a $ 27 million decrease attributable to the expiration of statutes of limitation on certain unrecognized tax benefits (inclusive of interest and penalties) and an $ 8 million net decrease related to changes in valuation allowances in non-U.S.

jurisdictions, partially offset by a $ 28 million increase to remove the permanent reinvestment assertion for our earnings in certain non-U.S.

entities and a $ 3 million increase for deferred non-U.S.

withholding taxes.

The effective tax rate for the nine months ended September 30, 2023 differed from the blended statutory tax rate for the same period due to income tax adjustments for discrete items, including an $ 18 million increase to pre-acquisition reserves for unrecognized tax benefits.

Unrecognized Tax Benefits

The following table summarizes the activity related to our unrecognized tax benefits (excluding interest and penalties) during the nine months ended September 30, 2024.

($ in millions) Unrecognized Tax Benefits

Balance at December 31, 2023

Decreases to tax positions related to a prior period (1)

Decreases as a result of a lapse of the applicable statute of limitation ( 9 )

Balance at September 30, 2024

(1) Decrease due to filing of an automatic tax method change with the IRS during the second quarter of 2024.

The total amount of gross interest and penalties accrued related to unrecognized tax benefits was $ 29 million at September 30, 2024 and $ 48 million at December 31, 2023, a decrease of $ 19 million, which is predominantly attributable to the expiration of statutes of limitation, partially offset by additional interest and penalties related to non-U.S.

uncertain tax positions.

At September 30, 2024, unrecognized tax benefits (including interest and penalties) of $ 13 million, net of indemnification, would impact the effective tax rate if recognized.

We anticipate $ 32 million of unrecognized tax benefits, including interest and penalties, to be indemnified pursuant to a Tax Matters Agreement dated May 11, 2016 by and among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc., and Interval Leisure Group, Inc., and consequently have recorded a corresponding indemnification asset.

The unrecognized tax benefits, including accrued interest and penalties, are included in Other liabilities on our Balance Sheet.

Our effective tax rate was 43.6 % and 43.0 % for the three months ended March 31, 2025 and March 31, 2024, respectively.

The effective tax rate for the three months ended March 31, 2025 differed from the blended statutory tax rate for the same period due to a lower pre-tax book income forecast for the current year, which is largely driven by our modernization efforts and related costs expected to be incurred, higher expected foreign losses, for which a valuation allowance will be recorded, and income tax adjustments for discrete items, primarily related to share-based compensation.

The effective tax rate for the three months ended March 31, 2024 differed from the blended statutory tax rate for the same period due to income tax adjustments for discrete items, including $ 11 million primarily related to a $ 20 million

increase to remove the permanent reinvestment assertion for certain non-U.S.

entities offset by a $ 9 million decrease for the expiration of statutes of limitation on certain unrecognized tax benefits.

Our income tax returns are subject to examination by relevant tax authorities.

Certain of our returns are being audited in various jurisdictions for tax years 2007 through 2020.

Certain returns are being audited in various jurisdictions for tax years 2007 through 2020.

The amount of the unrecognized tax benefits may increase or decrease within the next twelve months as a result of audits or audit settlements.

1 unchanged sentence

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

($ in millions) Originated Acquired Total Originated Acquired Total

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

Three Months Ended Nine Months Ended

($ in millions) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

Interest income associated with securitized vacation ownership notes receivable

$ 72 $ 70 $ 215 $ 205

Interest income associated with non-securitized vacation ownership notes receivable

Three Months Ended

($ in millions) March 31, 2025 March 31, 2024

Interest income - securitized vacation ownership notes receivable

Interest income - non-securitized vacation ownership notes receivable

Total interest income associated with vacation ownership notes receivable $ 86 $ 81

1 unchanged sentence

We use the origination of vacation ownership notes receivable and the FICO scores of the customer by brand as the primary credit quality indicators, as historical performance indicates that there is a relationship between the default behavior of borrowers by FICO score and the brand associated with the vacation ownership interest (“VOI”) they have acquired.

The weighted average FICO score within our consolidated vacation ownership notes receivable pool was 726 and 725 , at March 31, 2025 and December 31, 2024, respectively, based upon the FICO score of the borrower at the time of origination.

Vacation Ownership Notes Receivable Reserve

The estimates of the variable consideration for originated vacation ownership notes receivable and the reserve for credit losses on the acquired vacation ownership notes receivable are based on default rates that are an output of our static pool analyses and estimates regarding future defaults.

In the third quarter of 2023, we increased our vacation ownership notes receivable reserve to reflect then-current trends in delinquencies and default rates.

We estimated the amount of the increase in our sales reserve primarily using a historical period of increased defaults.

The additional reserves recorded in 2023 adjusted our future default rate estimate to reflect then-current macroeconomic conditions, including inflation outpacing wage growth, continuing high interest rates, mixed economic indicators and increased global insecurity.

Subsequent to the third quarter of 2023, we increased our sales reserve rate to provide for higher expected cumulative losses on new originations.

We believe the cumulative impact of inflation on consumers and the related impact of year-over-year increases in maintenance fees for 2023 and 2024 are driving continued elevated delinquencies and defaults.

As a result, during the second quarter of 2024, we increased our sales reserve by $ 70 million to reflect increases in expected cumulative loss rates for our vacation ownership notes receivable originated during 2021-2024.

In estimating the increase in the sales reserve, we considered then-current macroeconomic conditions, including higher consumer debt levels, moderating inflation, continued high interest rates, uncertainty around timing and frequency of interest rate adjustments and continued mixed economic indicators.

The weighted average FICO score within our consolidated vacation ownership notes receivable pool was 725 and 723 , at September 30, 2024 and December 31, 2023, respectively, based upon the FICO score of the borrower at the time of origination.

Acquired Vacation Ownership Notes Receivable

Acquired vacation ownership notes receivable represent vacation ownership notes receivable acquired as part of the ILG Acquisition and the Welk Acquisition.

The following table shows future contractual principal payments, net of a $ 10 million reserve, and interest rates for our acquired vacation ownership notes receivable at September 30, 2024.

Acquired Vacation Ownership Notes Receivable

($ in millions) Non-Securitized Securitized Total

2024, remaining $ 3 $ 6 $ 9

Thereafter 2 23 25

Balance at September 30, 2024 $ 15 $ 105 $ 120

Weighted average stated interest rate 13.8 % 14.0 % 14.0 %

Range of stated interest rates 0.0 % to 21.9 %

0.0 % to 21.9 %

The following tables show the acquired vacation ownership notes receivable, before reserves, by brand and borrower FICO score at origination.

Acquired Vacation Ownership Notes Receivable as of September 30, 2024

($ in millions) 700+ 600 - 699 < 600 No Score Total

Marriott Vacation Ownership $ 33 $ 23 $ 3 $ 6 $ 65

Hyatt Vacation Ownership 39 25 — 1 65

$ 72 $ 48 $ 3 $ 7 $ 130

Acquired Vacation Ownership Notes Receivable as of December 31, 2023

($ in millions) 700+ 600 - 699 < 600 No Score Total

Marriott Vacation Ownership $ 46 $ 32 $ 4 $ 9 $ 91

Hyatt Vacation Ownership 53 34 1 1 89

$ 99 $ 66 $ 5 $ 10 $ 180

Originated Vacation Ownership Notes Receivable

Originated vacation ownership notes receivable represent vacation ownership notes receivable originated by Legacy-ILG and Legacy-Welk subsequent to each respective acquisition date, and all Legacy-MVW vacation ownership notes receivable.

The following table shows future principal payments, net of reserves, and interest rates for our originated vacation ownership notes receivable at September 30, 2024.

The following table shows future principal payments, net of reserves, and interest rates for our originated vacation ownership notes receivable at March 31, 2025.

Originated Vacation Ownership Notes Receivable

6 unchanged sentences

Thereafter 200 1,120 1,320

Balance at September 30, 2024 $ 467 $ 1,800 $ 2,267

Balance at March 31, 2025 $ 475 $ 1,876 $ 2,351

Weighted average stated interest rate 11.5 % 13.4 % 12.9 %

2 unchanged sentences

0.0 % to 20.9 %

The following table summarizes the activity related to our originated vacation ownership notes receivable reserve.

For originated vacation ownership notes receivable, we record the difference between the vacation ownership note receivable and the variable consideration included in the transaction price for the sale of the related vacation ownership product as a reserve on our vacation ownership notes receivable.

The following table summarizes the activity related to our originated vacation ownership notes receivable reserve during the first quarter of 2025.

Originated Vacation Ownership Notes Receivable Reserve

3 unchanged sentences

Securitizations ( 35 ) 35 —

Clean-up call 74 ( 74 ) —

Write-offs ( 56 ) — ( 56 )

Defaulted vacation ownership notes receivable repurchase activity (1)

115 ( 115 ) —

Balance at September 30, 2024 $ 244 $ 272 $ 516

Balance at March 31, 2025 $ 244 $ 276 $ 520

(1) Reflects the change attributable to the transfer of the reserve from the securitized vacation ownership notes receivable reserve to the non-securitized vacation ownership notes receivable reserve when we voluntarily repurchased securitized vacation ownership notes receivable.

The following tables show originated vacation ownership notes receivable, before reserves, by brand and borrower FICO score at origination.

Originated Vacation Ownership Notes Receivable as of September 30, 2024

Originated Vacation Ownership Notes Receivable as of March 31, 2025

($ in millions) 700 + 600 - 699 < 600 No Score Total

7 unchanged sentences

$ 1,723 $ 709 $ 60 $ 368 $ 2,860

The following tables detail the origination year of our originated vacation ownership notes receivable, before reserves, by brand and borrower FICO score at origination as of September 30, 2024, and gross write-offs by brand for the first three quarters of 2024.

The following tables detail the origination year of our originated vacation ownership notes receivable, before reserves, by brand and borrower FICO score at origination as of March 31, 2025, and gross write-offs by brand for the first quarter of 2025.

Originated Vacation Ownership Notes Receivable - Marriott Vacation Ownership

14 unchanged sentences

Gross write-offs $ — $ 2 $ 4 $ 4 $ 1 $ 11

Acquired Vacation Ownership Notes Receivable

Acquired vacation ownership notes receivable represent vacation ownership notes receivable acquired as part of the ILG Acquisition and the Welk Acquisition.

The following table shows future contractual principal payments, net of an $ 8 million reserve, and interest rates for our acquired vacation ownership notes receivable at March 31, 2025.

Acquired Vacation Ownership Notes Receivable

($ in millions) Non-Securitized Securitized Total

2025, remaining $ 4 $ 17 $ 21

Thereafter 1 13 14

Balance at March 31, 2025 $ 12 $ 83 $ 95

Weighted average stated interest rate 13.7 % 14.2 % 14.1 %

Range of stated interest rates 0.0 % to 21.9 %

0.0 % to 21.9 %

The following tables show the acquired vacation ownership notes receivable, before reserves, by brand and borrower FICO score at origination.

Acquired Vacation Ownership Notes Receivable as of March 31, 2025

($ in millions) 700+ 600 - 699 < 600 No Score Total

Marriott Vacation Ownership $ 27 $ 19 $ 3 $ 4 $ 53

Hyatt Vacation Ownership 31 19 — — 50

$ 58 $ 38 $ 3 $ 4 $ 103

Acquired Vacation Ownership Notes Receivable as of December 31, 2024

($ in millions) 700+ 600 - 699 < 600 No Score Total

Marriott Vacation Ownership $ 30 $ 21 $ 3 $ 5 $ 59

Hyatt Vacation Ownership 34 22 — 1 57

$ 64 $ 43 $ 3 $ 6 $ 116

Vacation Ownership Notes Receivable on Non-Accrual Status

For both non-securitized and securitized vacation ownership notes receivable, we estimated the average remaining default rates of 14.22 % as of September 30, 2024 and 13.00 % as of December 31, 2023.

A 0.5 percentage point increase in the estimated default rate would have resulted in an increase in the related vacation ownership notes receivable reserve of $ 14 million as of September 30, 2024 and $ 13 million as of December 31, 2023.

For both non-securitized and securitized vacation ownership notes receivable, we estimated the average remaining default rates of 13.86 % as of March 31, 2025 and 13.96 % as of December 31, 2024.

A 0.5 percentage point increase in the estimated default rate would have resulted in an increase in the related vacation ownership notes receivable reserve of $ 14 million as of both March 31, 2025 and December 31, 2024.

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.

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($ in millions) Non-Securitized Securitized Total

Investment in vacation ownership notes receivable on non-accrual status at September 30, 2024

Investment in vacation ownership notes receivable on non-accrual status at March 31, 2025

$ 165 $ 24 $ 189

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$ 171 $ 24 $ 195

The following table shows the aging of the recorded investment in principal, before reserves, in vacation ownership notes receivable as of September 30, 2024 and December 31, 2023.

As of September 30, 2024 As of December 31, 2023

The following table shows the aging of the recorded investment in principal, before reserves, in vacation ownership notes receivable as of March 31, 2025 and December 31, 2024.

As of March 31, 2025 As of December 31, 2024

($ in millions) Non-Securitized Securitized Total Non-Securitized Securitized Total

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The table excludes Cash and cash equivalents, Restricted cash, Accounts and contracts receivable (excluding contracts receivable for financed VOI sales, net), deposits included in Other assets, Accounts payable, Advance deposits, and Accrued liabilities, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments.

At September 30, 2024 At December 31, 2023

The table also excludes the Delayed-Draw Term Loan (as defined and further discussed in Footnote 11 “Debt”) as there were no outstanding borrowings as of March 31, 2025.

At March 31, 2025 At December 31, 2024

($ in millions) Carrying

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2027 Convertible Notes, net ( 567 ) ( 533 ) ( 566 ) ( 541 )

Non-interest bearing note payable, net — — ( 4 ) ( 4 )

Total financial liabilities $ ( 5,099 ) $ ( 5,025 ) $ ( 5,026 ) $ ( 4,958 )

Vacation Ownership Notes Receivable

At September 30, 2024 At December 31, 2023

At March 31, 2025 At December 31, 2024

($ in millions) Carrying

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or (3) the collateral is located in Asia or Europe.

In some cases, eligibility may also be determined based on the credit score of the borrower, the remaining term of the loans and other similar factors that may reflect investor demand in a securitization transaction or the cost to effectively securitize the vacation ownership notes receivable.

In some cases, eligibility may also be determined based on the credit score of the borrower, the remaining term of the loans and

other similar factors that may reflect investor demand in a securitization transaction or the cost to effectively securitize the vacation ownership notes receivable.

The table above shows the bifurcation of our vacation ownership notes receivable that have not been securitized into those eligible and not eligible for securitization based upon the aforementioned eligibility criteria.

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Contracts Receivable for Financed VOI Sales

At the time at which we recognize revenue for Marriott-branded VOI sales, we temporarily record a contract receivable for financed VOI sales, until the time at which we originate a vacation ownership note receivable, which occurs at closing.

At the time at which we recognize revenue for our VOI sales, we temporarily record a contract receivable for financed VOI sales, until the time at which we originate a vacation ownership note receivable, which occurs at closing.

We believe that the carrying value of the contracts receivable for financed VOI sales approximates fair value because the stated, or otherwise imputed, interest rates of these receivables are generally consistent with current market rates and the reserve for these contracts receivable for financed VOI sales appropriately accounts for risks in default rates.

We concluded that this fair value measurement should be categorized within Level 3.

Other assets include $ 128 million and $ 99 million of company owned insurance policies (the “COLI policies”) acquired on the lives of certain participants in the Marriott Vacations Worldwide Deferred Compensation Plan (the “Deferred Compensation Plan”) at September 30, 2024 and December 31, 2023, respectively, that are held in a rabbi trust.

Other assets include $ 130 million and $ 131 million of company owned insurance policies (the “COLI policies”) acquired on the lives of certain participants in the Marriott Vacations Worldwide Deferred Compensation Plan (the “Deferred Compensation Plan”) at March 31, 2025 and December 31, 2024, respectively, that are held in a rabbi trust.

The carrying value of the COLI policies is equal to their cash surrender value (Level 2 inputs).

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We estimate the fair value of our convertible notes using quoted market prices as of the last trading day for the quarter;

however, these notes have only a limited trading history and volume, and as such, this fair value estimate is not necessarily indicative of the value at which the convertible notes could be retired or transferred.

however these notes have only a limited trading history and volume, and as such, this fair value estimate is not

necessarily indicative of the value at which the convertible notes could be retired or transferred.

We concluded that this fair value measurement should be categorized within Level 2.

EARNINGS PER SHARE

Basic earnings per common share attributable to common stockholders is calculated by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the reporting period.

Diluted earnings per common share attributable to common stockholders reflects the assumed conversion of all dilutive securities, calculated using the treasury stock method.

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

Three Months Ended Nine Months Ended

(in millions, except per share amounts) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

Basic earnings per share attributable to common stockholders is calculated by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the reporting period.

Diluted earnings per share attributable to common stockholders reflects the assumed conversion of all dilutive securities, calculated using the treasury stock method.

The tables below illustrate the reconciliation of the earnings and number of shares used in our calculation of basic and diluted earnings per share attributable to common stockholders.

Three Months Ended

(in millions, except per share amounts) March 31, 2025 March 31, 2024

Net income attributable to common stockholders

$ 84 $ 42 $ 168 $ 219

Shares for basic earnings per share 35.1 35.5

Basic earnings per share $ 1.60 $ 1.32

Three Months Ended Nine Months Ended

(in millions, except per share amounts) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

Three Months Ended

(in millions, except per share amounts) March 31, 2025 March 31, 2024

Net income attributable to common stockholders

$ 84 $ 42 $ 168 $ 219

Add back of interest expense related to convertible notes, net of tax 5 5

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Shares for basic earnings per share

35.3 36.4 35.4 36.9

Effect of dilutive shares outstanding

Employee SARs — 0.1 — 0.1

Restricted stock units 0.2 0.1

2026 Convertible Notes

3.6 3.5 3.6 3.5

2027 Convertible Notes

3.1 3.0 3.0 3.0

Shares for diluted earnings per share 42.0 42.2

Diluted earnings per share $ 1.46 $ 1.22

The computations of diluted earnings per share attributable to common stockholders in the table above exclude approximately 393,000 and 200,000 shares of common stock, the maximum number of shares issuable as of September 30, 2024 and September 30, 2023, respectively, upon the vesting of certain performance-based awards, because the performance conditions required to be met for the shares subject to such awards to vest were not achieved by the end of the reporting period.

In accordance with the applicable accounting guidance for calculating earnings per share, for the third quarter of 2024, we excluded from our calculation of diluted earnings per share 695,868 shares underlying stock appreciation rights (“SARs”) that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $ 77.42 to $ 173.88 , were greater than the average market price of our common stock for the applicable period.

For the first three quarters of 2024, we excluded from our calculation of diluted earnings per share 646,203 shares underlying SARs that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $ 93.73 to $ 173.88 , were greater than the average market price of our common stock for the applicable period.

For each of the third quarter and first three quarters of 2023, we excluded from our calculation of diluted earnings per share 287,125 shares underlying SARs that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $ 143.38 to $ 173.88 , were greater than the average market price of our common stock for the applicable period.

The computations of diluted earnings per share attributable to common stockholders above exclude approximately 529,000 and 396,000 shares of common stock, the maximum number of shares issuable as of March 31, 2025 and March 31, 2024, respectively, upon the vesting of certain performance-based awards, because the performance conditions required to be met for the shares subject to such awards to vest were not achieved by the end of the reporting period.

In accordance with the applicable accounting guidance for calculating earnings per share, for the first quarter of 2025, we excluded from our calculation of diluted earnings per share 788,607 shares underlying stock appreciation rights (“SARs”) that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $ 71.17 to $ 173.88 , were greater than the average market price of our common stock for the applicable period.

For the first quarter of 2024, we excluded from our calculation of diluted earnings per share 645,524 shares underlying SARs that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $ 93.73 to $ 173.88 , were greater than the average market price of our common stock for the applicable period.

The following table shows the composition of our inventory balances:

($ in millions) At September 30, 2024 At December 31, 2023

Finished goods (1)

Work-in-progress 4 —

($ in millions) At March 31, 2025 At December 31, 2024

Real estate inventory (1)

(1) Represents completed inventory that is registered for sale as VOIs and vacation ownership inventory expected to be reacquired pursuant to estimated future defaults on originated vacation ownership notes receivable.

Product cost true-up activity relating to vacation ownership products increased carrying values of inventory by $ 28 million during the first three quarters of 2024 and $ 24 million during the first three quarters of 2023.

In addition to the above, at September 30, 2024 and December 31, 2023, we had $ 274 million and $ 370 million, respectively, of completed vacation ownership units which are classified as a component of Property and equipment, net until the time at which they are available and legally registered for sale as vacation ownership products.

We also had deposits on future purchases of inventory of $ 26 million at September 30, 2024, of which $ 22 million was included in Other assets and $ 4 million was included in Accounts and contracts receivable, net on our Balance Sheet, and $ 3 million at December 31, 2023, which was included in Other assets on our Balance Sheet.

Product cost true-up activity relating to vacation ownership products increased carrying values of inventory by $ 13 million during the first quarter of 2025 and $ 5 million during the first quarter of 2024.

In addition to the above, at March 31, 2025 and December 31, 2024, we had $ 266 million and $ 271 million, respectively, of completed vacation ownership units which are classified as a component of Property and equipment, net until the time at which they are available and legally registered for sale as vacation ownership products.

We also had deposits on future purchases of inventory of $ 33 million, of which $ 29 million was included in Other assets and $ 4 million was included in Accounts and contracts receivable, net on our Balance Sheet as of both March 31, 2025 and December 31, 2024 .

CONTINGENCIES AND COMMITMENTS

Commitments and Letters of Credit

As of September 30, 2024, we had the following commitments outstanding:

• We have various contracts for the use of information technology hardware and software that we use in the normal course of business.

Our aggregate commitment under these contracts was $ 73 million, of which we expect $ 16 million, $ 31 million, $ 18 million, $ 6 million, and $ 2 million will be paid in the remainder of 2024, 2025, 2026, 2027, and 2028, respectively.

As of March 31, 2025, we had the following commitments outstanding:

• We have various contracts for the use of information technology hardware and software, including cloud computing arrangements, that we use in the normal course of business.

Our aggregate commitment under these contracts was $ 75 million, of which we expect $ 37 million, $ 27 million, $ 9 million, and $ 2 million will be paid in the remainder of 2025, 2026, 2027, and 2028, respectively.

• We have remaining commitments of $ 32 million to purchase vacation ownership units located in Bali, Indonesia in two separate transactions, contingent upon completion of construction to agreed-upon standards within specified timeframes, for use in our Vacation Ownership segment.

• We expect to complete the acquisition of 32 vacation ownership units in 2025 pursuant to one of the commitments, and to make remaining payments with respect to these units when specific construction milestones are completed as follows:

$ 2 million in the remainder of 2024, $ 10 million in 2025, and $ 1 million in 2026.

• We expect to complete the acquisition of 32 vacation ownership units in 2025 pursuant to one of these commitments, and to make remaining payments with respect to these units when specific construction milestones are completed as follows:

$ 10 million in the remainder of 2025 and $ 1 million in 2026.

• We expect to complete the acquisition of 26 vacation ownership units in 2026 pursuant to the other commitment, and to make remaining payments with respect to these units when specific construction milestones are completed as follows:

$ 4 million in the remainder of 2024, $ 2 million in 2025, $ 14 million in 2026, and $ 1 million in 2027.

• We have a remaining commitment of $ 37 million to purchase 60 vacation ownership units located in Khao Lak, Thailand, contingent upon completion of construction to agreed-upon standards within specified timeframes, for use in our Vacation Ownership segment.

We expect to complete the acquisition of these vacation ownership units in 2026.

We expect to make remaining payments when specific construction milestones are completed as follows:

$ 4 million in 2025, $ 31 million in 2026, and $ 2 million in 2027.

• We have $ 131 million of commitments to purchase property and vacation ownership units located in the continental United States, subject to various contingencies, that include, but are not limited to, the receipt of financing by third-party developers, governmental approvals, and the completion of construction to agreed-upon standards within specified timeframes.

We expect to complete these acquisitions by 2027.

We expect to make remaining payments when specific approvals are received and construction milestones are completed as follows:

$ 6 million in the remainder of 2025, $ 14 million in 2026, and $ 1 million in 2027.

• We have remaining commitments of $ 80 million to purchase vacation ownership units located in Thailand, in two separate transactions for use in our Vacation Ownership segment.

• We expect to complete the acquisition of 52 vacation ownership units in 2025 pursuant to one of these commitments, subject to performance of agreed-upon pre-closing obligations by the seller, and to make the remaining payment of $ 43 million with respect to these units in the second quarter of 2025.

• We expect to complete the acquisition of 60 vacation ownership units in 2026 pursuant to the other commitment, contingent upon completion of construction to agreed-upon standards within specified timeframes, and to make remaining payments with respect to these units when specific construction milestones are completed as follows:

$ 4 million in the remainder of 2025, $ 31 million in 2026, and $ 2 million in 2027.

• We have a commitment of $ 122 million to purchase property and vacation ownership units located in Nashville, Tennessee, contingent upon completion of construction to agreed-upon standards within specified timeframes, for use in our Vacation Ownership segment.

We expect to complete the acquisition of 168 vacation ownership units in 2027, and we expect to make payments when specific construction milestones are completed as follows:

$ 14 million in 2026, and $ 108 million in 2027.

• We have a commitment to acquire real estate in Waikiki, Hawaii for use in our Vacation Ownership segment via our involvement with a VIE.

Refer to Footnote 3 “ Acquisitions” for information about purchases that occurred during the first three quarters of 2024 pursuant to this commitment and Footnote 15 “Variable Interest Entities” for additional information about this commitment and our activities relating to the VIE involved in this commitment.

As of September 30, 2024, we had $ 20 million of letters of credit outstanding under our Revolving Corporate Credit Facility (as defined in Footnote 12 “Debt”), of which $ 19 million were related to and in lieu of reserves required for our outstanding securitization transactions completed during the first quarter of 2024 and the fourth quarter of 2023.

In addition, as of September 30, 2024, we had $ 24 million in letters of credit outstanding that were not issued pursuant to, nor do they impact our borrowing capacity under, the Revolving Corporate Credit Facility, of which $ 23 million were related to and in lieu of reserves required for our most recent outstanding securitization transaction completed in the third quarter of 2024.

Surety bonds issued as of September 30, 2024 totaled $ 130 million, the majority of which were requested by federal, state or local governments in connection with our operations.

Certain of our rental management agreements in our Exchange & Third-Party Management segment provide for owners of properties we manage to receive specified percentages of rental revenue or guaranteed amounts generated under our management.

In these cases, the operating expenses for the rental operations are paid from the revenue generated by the rentals, the owners are then paid their contractual percentages or guaranteed amounts, and we either retain the balance of the rental revenue (if any) as our fee or we make up the deficit if the owners have not received their guaranteed amounts.

At September 30, 2024, our maximum exposure under fixed dollar guarantees was $ 3 million, of which $ 1 million, $ 1 million, $ 1 million, and less than $ 1 million relate to 2025, 2026, 2027, and 2028, respectively.

Refer to Footnote 14 “Variable Interest Entities” for information about this commitment, including purchases that occurred during the first quarter of 2024 pursuant to this commitment, and for additional information about our activities relating to the VIE involved in this commitment.

As of March 31, 2025, we had $ 11 million of letters of credit outstanding under our Revolving Corporate Credit Facility (as defined in Footnote 11 “Debt”), of which $ 10 million were related to and in lieu of reserves required for our outstanding securitization transactions completed during the first quarter of 2024 and the fourth quarter of 2023.

In addition, as of March 31, 2025, we had $ 10 million in letters of credit outstanding that were related to and in lieu of reserves required for our outstanding securitization transaction completed during the third quarter of 2024, which were not issued pursuant to, nor do they impact our borrowing capacity under, the Revolving Corporate Credit Facility.

Surety bonds issued as of March 31, 2025 totaled $ 127 million, the majority of which were requested by federal, state or local governments in connection with our operations.

We have a commitment to an owners’ association that we manage to pay for any shortfall between the actual expenses incurred by the owners’ association and the income received by the owners’ association, in lieu of our payment of maintenance fees for unsold inventory.

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or 2) written notification of termination by either party.

At September 30, 2024, our expected commitment for the remainder of 2024 is $ 5 million, which will ultimately be recorded as a component of rental expense on our income statement.

At March 31, 2025, our expected commitment for the remainder of 2025 is $ 18 million, which will ultimately be recorded as a component of rental expense on our income statement.

Loss Contingencies

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A number of these lawsuits and claims may exist at any given time.

Additionally, the COVID-19 pandemic may give rise to various claims and lawsuits from owners, members and other parties.

We record and accrue for legal contingencies when we determine that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

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The following table provides detail on our securitized debt, net of unamortized debt discount and issuance costs.

($ in millions) At September 30, 2024 At December 31, 2023

($ in millions) At March 31, 2025 At December 31, 2024

Vacation ownership notes receivable securitizations, gross (1)

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$ 2,147 $ 2,136

(1) Interest rates as of September 30, 2024 range from 1.5 % to 6.6 %, with a weighted average interest rate of 4.7 %.

(2) Excludes $ 2 million of unamortized debt issuance costs as of September 30, 2024, as no cash borrowings were outstanding on the Warehouse Credit Facility at that time.

(1) Interest rates as of March 31, 2025 range from 1.5 % to 6.6 %, with a weighted average interest rate of 4.7 %.

(2) Effective interest rate as of March 31, 2025 was 5.5 %.

All of our securitized debt is non-recourse.

See Footnote 14 “Variable Interest Entities” for a discussion of the collateral for the non-recourse debt associated with our securitized debt.

The following table shows anticipated future principal payments for our securitized debt as of September 30, 2024.

The following table shows anticipated future principal payments for our securitized debt as of March 31, 2025.

Vacation Ownership

Notes Receivable Securitizations

Notes Receivable Securitizations Warehouse Credit

($ in millions)

2025, remaining $ 142 $ 12 $ 154

2026 167 16 183

2027 170 287 457

2028 170 — 170

2029 168 — 168

Thereafter 1,039 — 1,039

$ 1,856 $ 315 $ 2,171

(1) Excludes future Warehouse Credit Facility renewals.

Vacation Ownership Notes Receivable Securitizations

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If a pool of securitized vacation ownership notes receivable fails to perform within the pool’s established parameters (default or delinquency thresholds vary by transaction), transaction provisions effectively redirect the monthly excess spread we would otherwise receive from that pool (attributable to the interests we retained) to accelerate the principal payments to investors (taking into account the subordination of the different tranches to the extent there are multiple tranches) until the performance trigger is cured.

During the third quarter of 2024, and as of September 30, 2024, we had 15 securitized vacation ownership notes receivable pools outstanding, none of which were out of compliance with their respective established parameters.

During the first quarter of 2025, and as of March 31, 2025, we had 12 securitized vacation ownership notes receivable pools outstanding, none of which were out of compliance with their respective established parameters.

As the contractual terms of the underlying securitized vacation ownership notes receivable determine the maturities of the non-recourse debt associated with them, actual maturities may occur earlier than shown above due to prepayments by the vacation ownership notes receivable obligors.

During the first quarter of 2024, we securitized a pool of $ 439 million of vacation ownership notes receivable.

In connection with the securitization, $ 430 million in vacation ownership loan backed notes were issued by MVW 2024-1 LLC (the “2024-1 LLC”) in a private placement.

Three classes of vacation ownership loan backed notes were issued by the 2024-1 LLC:

$ 284 million of Class A Notes, $ 89 million of Class B Notes, and $ 57 million of Class C Notes.

The Class A Notes have an interest rate of 5.32 %, the Class B Notes have an interest rate of 5.51 %, and the Class C Notes have an interest rate of 6.20 %, for an overall weighted average interest rate of 5.48 %.

Proceeds from the transaction, net of fees and a reserve, were used to repay the outstanding obligations on our warehouse credit facility (the “Warehouse Credit Facility”) and for other general corporate purposes.

During the third quarter of 2024, we securitized a pool of $ 454 million of vacation ownership notes receivable.

In connection with the securitization, $ 445 million in vacation ownership loan backed notes were issued by MVW 2024-2 LLC (the “2024-2 LLC”) in a private placement.

On May 6, 2025, subsequent to the end of the first quarter of 2025, we securitized a pool of $ 459 million of vacation ownership notes receivable.

In connection with the securitization, $ 450 million in vacation ownership loan backed notes were issues by MVW 2025-1 LLC (the “2025-1 LLC”) in a private placement.

Three classes of vacation ownership loan backed notes were issued by the 2025-1 LLC:

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The Class A Notes have an interest rate of 4.97 %, the Class B Notes have an interest rate of 5.21 %, and the Class C Notes have an interest rate of 5.75 %, for an overall weighted average interest rate of 5.16 %.

Proceeds from the transaction, net of fees, were used to repay the outstanding obligations on our Warehouse Credit Facility and for other general corporate purposes.

Warehouse Credit Facility

During the second quarter of 2024, we amended certain agreements associated with our Warehouse Credit Facility (the “Warehouse Amendment”).

The Warehouse Amendment extended the revolving period from May 31, 2025 to June 11, 2026, and modified the benchmark interest rate applicable to most borrowings under the Warehouse Credit Facility to the Secured Overnight Financing Rate (“SOFR”).

The Warehouse Amendment removed the use of Adjusted SOFR, which was defined as SOFR plus a 0.10 % adjustment.

Additionally, as part of the Warehouse Amendment, the credit spread was changed from 135 basis points over Adjusted SOFR to 115 basis points over SOFR.

The Warehouse Amendment made no other material changes to the Warehouse Credit Facility.

Proceeds from the transaction, net of fees, were used to repay the outstanding obligations on our warehouse credit facility (the “Warehouse Credit Facility”) and for other general corporate purposes.

The following table provides detail on our debt balances, net of unamortized debt discount and issuance costs.

($ in millions) At September 30, 2024 At December 31, 2023

($ in millions) At March 31, 2025 At December 31, 2024

Corporate Credit Facility

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Finance Leases 199 199

Non-interest bearing note payable — 4

$ 3,151 $ 3,089

(1) The effective interest rate as of September 30, 2024 was 7.1 %.

The following table shows scheduled principal payments for our debt, excluding finance leases, as of September 30, 2024.

(1) The effective interest rate as of March 31, 2025 was 6.6 %.

(2) The effective interest rate as of March 31, 2025 was 5.8 %.

The following table shows scheduled principal payments for our debt, excluding finance leases, as of March 31, 2025.

Payments Year

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Corporate Credit Facility

Our corporate credit facility (the “Corporate Credit Facility”), which consists of a term loan facility (the “Term Loan”), and a revolving credit facility (the “Revolving Corporate Credit Facility”), provides support for our business, including ongoing liquidity and letters of credit.

Our Revolving Corporate Credit Facility has a borrowing capacity of $ 750 million, which includes a letter of credit sub-facility of $ 75 million, and terminates on March 31, 2027.

During the second quarter of 2024, we entered into an amendment to the Corporate Credit Facility (the “Amendment”), which, among other things, provided for a new $ 800 million term loan facility scheduled to mature on April 1, 2031 (the “New Term Loan”).

Prior to the Amendment, the Corporate Credit Facility included a $ 900 million term loan facility.

The proceeds of the New Term Loan were used to refinance, in full, the Term Loan, which had a balance of $ 784 million as of March 31, 2024 and was scheduled to mature on August 31, 2025.

The interest rate applicable to the New Term Loan is SOFR plus 2.25 %.

There were no changes to the borrowing capacity or the termination date of the Revolving Corporate Credit Facility or its letter of credit sub-facility.

During the second quarter of 2024, $ 200 million of interest rate swaps and a $ 100 million interest rate collar that were entered into prior to 2023 to hedge a portion of our interest rate risk on the Term Loan expired and are no longer recorded on our Balance Sheet as of September 30, 2024.

Both the interest rate swap and the interest rate collar were designated and qualified as cash flow hedges of interest rate risk and were recorded in Other assets on our Balance Sheets as of December 31, 2023.

We characterized payments we made or received in connection with these derivative instruments as interest expense and a reclassification of accumulated other comprehensive income or loss for presentation purposes.

The following table reflects the activity in accumulated other comprehensive income or loss related to our derivative instruments during the first three quarters of 2024 and 2023.

There were no reclassifications to the Income Statement for any of the periods presented below.

($ in millions) 2024 2023

Derivative instrument adjustment balance, January 1 $ 3 $ 13

Other comprehensive loss before reclassifications ( 2 ) ( 3 )

Derivative instrument adjustment balance, March 31 1 10

Other comprehensive loss before reclassifications ( 1 ) ( 1 )

Derivative instrument adjustment balance, June 30 — 9

Other comprehensive loss before reclassifications — ( 3 )

Derivative instrument adjustment balance, September 30 $ — $ 6

Our corporate credit facility (the “Corporate Credit Facility”) provides support for our business, including ongoing liquidity and letters of credit, and consists of a term loan facility (the “Term Loan”), a delayed-draw term loan facility (as defined below), and a revolving credit facility (the “Revolving Corporate Credit Facility”), which includes a letter of credit sub-facility.

During the first quarter of 2025, we entered into an amendment to the Corporate Credit Facility (the “Amendment), which, among other things:

increased the borrowing capacity on our Revolving Corporate Credit Facility from $ 750 million to $ 800 million;

extended the termination date from March 31, 2027 to March 24, 2030;

and reduced certain fees and interest costs.

The Amendment also increased the letter of credit sub-facility of the Revolving Corporate Credit Facility from $ 75 million to $ 150 million.

Additionally, the Amendment provided for a new $ 450 million senior secured delayed-draw term loan facility (the “Delayed-Draw Term Loan”) scheduled to mature on December 31, 2027.

The Delayed-Draw Term Loan is only available to finance the redemption or repurchase of our 2026 Convertible Notes (as defined below), which are due January 15, 2026.

As of March 31, 2025, there were no outstanding borrowings on the Delayed-Draw Term Loan.

Our senior notes include:

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The 2026 Convertible Notes mature on January 15, 2026, unless earlier repurchased or converted in accordance with their terms prior to that date.

The conversion rate of the 2026 Convertible Notes is subject to adjustment for certain events as described in the indenture governing the notes and was subject to adjustment as of September 30, 2024 to 6.3242 shares of common stock per $1,000 principal amount of 2026 Convertible Notes (equivalent to a conversion price of $ 158.12 per share of our common stock), as a result of the dividends we declared since issuance of the 2026 Convertible Notes that were greater than the quarterly dividend we paid when the 2026 Convertible Notes were issued.

The conversion rate of the 2026 Convertible Notes is subject to adjustment for certain events as described in the indenture governing the notes and was subject to adjustment as of March 31, 2025 to 6.4526 shares of common stock per $1,000 principal amount of 2026 Convertible Notes (equivalent to a conversion price of $ 154.98 per share of our common stock), as a result of the dividends we declared since issuance of the 2026 Convertible Notes that were greater than the quarterly dividend we paid when the 2026 Convertible Notes were issued.

Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election.

As of September 30, 2024, the effective interest rate was 0.55 %.

Amortization of debt issuance costs related to the 2026 Convertible Notes was less than $ 1 million during the third quarter of 2024 and 2023, and $ 2 million during the first three quarters of 2024 and 2023.

As of March 31, 2025, the effective interest rate was 0.55 %.

Amortization of debt issuance costs related to the 2026 Convertible Notes was $ 1 million during each of the first quarters of 2025 and 2024.

2026 Convertible Note Hedges and Warrants

In connection with the offering of the 2026 Convertible Notes, we concurrently entered into the following privately-negotiated separate transactions:

convertible note hedge transactions with respect to our common stock (the “2026 Convertible Note Hedges”), covering a total of 3.6 million shares of our common stock, and warrant transactions (the “2026 Warrants”), whereby we sold to the counterparties to the 2026 Convertible Note Hedges warrants to acquire 3.6 million shares of our common stock, in each case, as of September 30, 2024.

The strike prices of the 2026 Convertible Note Hedges and the 2026 Warrants were subject to adjustment to $ 158.12 and $ 197.65 , respectively, as of September 30, 2024, and no 2026 Convertible Note Hedges or 2026 Warrants have been exercised.

convertible note hedge transactions with respect to our common stock (the “2026 Convertible Note Hedges”), covering a total of 3.7 million shares of our common stock, and warrant transactions (the “2026 Warrants”), whereby we sold to the counterparties to the 2026 Convertible Note Hedges warrants to acquire 3.7 million shares of our common stock, in each case, as of March 31, 2025.

The strike prices of the 2026 Convertible Note Hedges and the 2026 Warrants were subject to adjustment to $ 154.98 and $ 193.72 , respectively, as of March 31, 2025, and no 2026 Convertible Note Hedges or 2026 Warrants have been exercised.

2027 Convertible Notes

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The 2027 Convertible Notes mature on December 15, 2027, unless earlier repurchased or converted in accordance with their terms prior to that date.

The conversion rate of the 2027 Convertible Notes is subject to adjustment for certain events as described in the indenture governing the notes and was subject to adjustment as of September 30, 2024 to 5.2828 shares of common stock per $1,000 principal amount of 2027 Convertible Notes (equivalent to a conversion price of $ 189.29 per share of our common stock), as a result of the dividends we declared since issuance of the 2027 Convertible Notes that were greater than the quarterly dividend we paid when the 2027 Convertible notes were issued.

Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election.

As of September 30, 2024, the effective interest rate was 3.88 %.

The following table shows interest expense information related to the 2027 Convertible Notes .

Three Months Ended Nine Months Ended

($ in millions) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

The conversion rate of the 2027 Convertible Notes is subject to adjustment for certain events as described in the indenture governing the notes and was subject to adjustment as of March 31, 2025 to 5.2923 shares of common stock per $1,000 principal amount of 2027 Convertible Notes (equivalent to a conversion price of $ 188.95 per share of our common stock), as a result of the dividends we declared since issuance of the 2027 Convertible Notes that were greater than the quarterly dividend we paid when the 2027 Convertible notes were issued.

Upon conversion, we will pay or

deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election.

As of March 31, 2025, the effective interest rate was 3.88 %.

The following table provides the components of interest expense related to the 2027 Convertible Notes.

Three Months Ended

($ in millions) March 31, 2025 March 31, 2024

Contractual interest expense $ 4 $ 4

Amortization of debt issuance costs 1 1

$ 5 $ 5 $ 16 $ 16

2027 Convertible Note Hedges and Warrants

In connection with the offering of the 2027 Convertible Notes, we concurrently entered into the following privately-negotiated separate transactions:

convertible note hedge transactions with respect to our common stock (the “2027 Convertible Note Hedges”), covering a total of 3.0 million shares of our common stock, and warrant transactions (the “2027 Warrants”), whereby we sold to the counterparties to the 2027 Convertible Note Hedges warrants to acquire 3.0 million shares of our common stock, in each case, as of September 30, 2024.

The strike prices of the 2027 Convertible Note Hedges and the 2027 Warrants were subject to adjustment to $ 189.29 and $ 285.72 , respectively, as of September 30, 2024, and no 2027 Convertible Note Hedges or 2027 Warrants have been exercised.

The strike prices of the 2027 Convertible Note Hedges and the 2027 Warrants were subject to adjustment to $ 188.95 and $ 285.21 , respectively, as of March 31, 2025, and no 2027 Convertible Note Hedges or 2027 Warrants have been exercised.

Security and Guarantees

Amounts borrowed under the Corporate Credit Facility, as well as obligations with respect to letters of credit issued pursuant to the Corporate Credit Facility, are secured by a perfected first priority security interest in substantially all of the assets of the borrowers under, and guarantors of, that facility (which include MVWC and certain of our direct and indirect, existing and future, domestic subsidiaries, excluding certain bankruptcy remote special purpose subsidiaries), subject to certain exceptions.

In addition, the Corporate Credit Facility, the 2026 Convertible Notes, the 2027 Convertible Notes, the 2028 Notes, and the 2029 Notes are guaranteed by MVWC and certain of our direct and indirect, existing and future, domestic subsidiaries, excluding certain bankruptcy remote special purpose subsidiaries.

STOCKHOLDERS’ EQUITY

Marriott Vacations Worldwide has 100,000,000 authorized shares of common stock, par value of $ 0.01 per share.

At September 30, 2024, there were 75,847,792 shares of Marriott Vacations Worldwide common stock issued, of which 34,947,061 shares were outstanding and 40,900,731 shares were held as treasury stock.

At March 31, 2025, there were 75,855,593 shares of Marriott Vacations Worldwide common stock issued, of which 34,529,409 shares were outstanding and 41,326,184 shares were held as treasury stock.

At December 31, 2024, there were 75,852,678 shares of Marriott Vacations Worldwide common stock issued, of which 34,877,925 shares were outstanding and 40,974,753 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 30, 2024 or December 31, 2023.

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 March 31, 2025 or December 31, 2024.

Share Repurchase Program

From time to time, with the approval of our Board of Directors, we may undertake programs to purchase shares of our common stock (each, a “Share Repurchase Program”).

As of September 30, 2024, approximately $ 394 million remained available for share repurchases under the current Share Repurchase Program, which authorizes share repurchases through December 31, 2024.

As of March 31, 2025, approximately $ 347 million remained available for share repurchases under the current Share Repurchase Program, which authorizes share repurchases through December 31, 2025.

Share repurchases may be made through open market purchases, privately negotiated transactions, block transactions, tender offers, or otherwise.

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As of December 31, 2024 25,790,550 $ 2,461 $ 95.40

For the first three quarters of 2024 530,377 45 $ 85.45

As of September 30, 2024 25,671,450 $ 2,450 $ 95.44

We declared cash dividends to holders of common stock during the first three quarters of 2024 as follows.

For the first quarter of 2025 496,484 36 $ 73.21

As of March 31, 2025 26,287,034 $ 2,497 $ 94.98

We declared cash dividends to holders of common stock during the first quarter of 2025 as follows.

Any future dividend payments will be subject to the restrictions imposed under the agreements covering our debt and approval of our Board of Directors.

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Distribution Date Dividend per Share

February 15, 2024 February 29, 2024 March 14, 2024 $ 0.76

May 9, 2024 May 23, 2024 June 6, 2024 $ 0.76

September 4, 2024 September 19, 2024 October 3, 2024 $ 0.76

February 20, 2025 March 5, 2025 March 19, 2025 $ 0.79

SHARE-BASED COMPENSATION

During the second quarter of 2024, our stockholders approved the Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan (the “MVW Equity Plan”).

The MVW Equity Plan is maintained for the benefit of our officers, directors, and employees.

We maintain the Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan (the “MVW Equity Plan”) for the benefit of our officers, directors, and employees.

Under the MVW Equity Plan, we are authorized to award:

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A total of approximately 3 million shares are authorized for issuance pursuant to grants under the MVW Equity Plan.

As of September 30, 2024, approximately 2 million shares were available for grants under the MVW Equity Plan.

As of March 31, 2025, approximately 1 million shares were available for grants under the MVW Equity Plan.

The following table details our share-based compensation expense related to award grants to our officers, directors, and employees:

Three Months Ended Nine Months Ended

($ in millions) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

Three Months Ended

($ in millions) March 31, 2025 March 31, 2024

Service-based RSUs $ 6 $ 6

Performance-based RSUs — 1

$ 8 $ 6 $ 24 $ 25

The following table details our deferred compensation costs related to unvested awards:

($ in millions) At September 30, 2024 At December 31, 2023

($ in millions) At March 31, 2025 At December 31, 2024

Service-based RSUs $ 49 $ 24

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Restricted Stock Units

We granted 401,181 service-based RSUs, which are subject to time-based vesting conditions, with a weighted average grant-date fair value of $ 87.55 , to our employees and non-employee directors during the first three quarters of 2024.

During the first three quarters of 2024, we also granted performance-based RSUs, which are subject to performance-based vesting conditions, to members of management.

A maximum of 204,020 RSUs may be earned under the performance-based RSU awards granted during the first three quarters of 2024.

We granted 497,543 service-based RSUs, which are subject to time-based vesting conditions, with a weighted average grant-date fair value of $ 63.90 , to our employees and non-employee directors during the first quarter of 2025.

During the first quarter of 2025, we also granted performance-based RSUs, which are subject to performance-based vesting conditions, to members of management.

A maximum of 307,780 RSUs may be earned under the performance-based RSU awards granted during the first quarter of 2025.

Stock Appreciation Rights

We granted 86,759 SARs, with a weighted average grant-date fair value of $ 34.58 and a weighted average exercise price of $ 93.73 , to members of management during the first three quarters of 2024.

We granted 145,440 SARs, with a weighted average grant-date fair value of $ 23.17 and a weighted average exercise price of $ 71.17 , to members of management during the first quarter of 2025.

We use the Black-Scholes model to estimate the fair value of the SARs granted.

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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 first three quarters of 2024:

The following table outlines the assumptions used to estimate the fair value of grants during the first quarter of 2025:

Expected volatility 45.79 %

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Variable Interest Entities Related to Our Vacation Ownership Notes Receivable Securitizations

The following table shows consolidated assets, which are collateral for the obligations of the VIEs related to our vacation ownership notes receivable securitizations, and consolidated liabilities included on our Balance Sheet at September 30, 2024:

($ in millions) Vacation Ownership

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Total $ 1,859 $ 316 $ 2,175

The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the third quarter of 2024:

($ in millions) Vacation Ownership

Notes Receivable

Securitizations Warehouse

Credit Facility Total

Interest income $ 66 $ 6 $ 72

Interest expense $ 23 $ 3 $ 26

Debt issuance cost amortization $ 2 $ 1 $ 3

The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the first three quarters of 2024:

The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the first quarter of 2025:

($ in millions) Vacation Ownership

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Debt issuance cost amortization $ 2 $ 1 $ 3

Administrative expenses $ 1 $ — $ 1

The following table shows cash flows between us and the vacation ownership notes receivable securitization VIEs:

Nine Months Ended

($ in millions) September 30, 2024 September 30, 2023

Three Months Ended

($ in millions) March 31, 2025 March 31, 2024

Net proceeds from vacation ownership notes receivable securitizations $ — $ 425

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The following table shows cash flows between us and the Warehouse Credit Facility VIE:

Nine Months Ended

($ in millions) September 30, 2024 September 30, 2023

Three Months Ended

($ in millions) March 31, 2025 March 31, 2024

Proceeds from vacation ownership notes receivable securitizations $ 206 $ 94

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Accordingly, we have not consolidated the VIE.

We expect to acquire the property over time and as of September 30, 2024, we expect to make remaining payments for the property as follows:

We expect to acquire the property over time and as of March 31, 2025, we expect to make payments for the property as follows:

$ 82 million in 2025 and $ 41 million in 2026.

As of September 30, 2024, our Balance Sheet reflected $ 1 million in Accounts and contracts receivable, net, including a note receivable of less than $ 1 million, $ 10 million in Property and equipment, net, and $ 1 million in the Other line within liabilities on our Balance Sheets.

We believe that our maximum exposure to loss as a result of our involvement with this VIE is approximately $ 14 million as of September 30, 2024.

Refer to Footnote 3 “ Acquisitions” for information about purchases pursuant to this commitment that occurred during the first three quarters of 2024.

As of March 31, 2025, our Balance Sheet reflected $ 1 million in Accounts and contracts receivable, net, including a note receivable of less than $ 1 million, $ 12 million in Property and equipment, net, and $ 1 million in the Other line within liabilities on our Balance Sheet.

We believe that our maximum exposure to loss as a result of our involvement with this VIE is

approximately $ 16 million as of March 31, 2025.

During the first quarter of 2024, we acquired retail space located at our Marriott Vacation Club, Waikiki property for $ 48 million.

The transaction was accounted for as an asset acquisition and classified as held-for-sale and included in Other assets as of March 31, 2025.

Deferred Compensation Plan

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We are the primary beneficiary of the rabbi trust because we direct the activities of the trust and are the beneficiary of the trust.

At September 30, 2024 and December 31, 2023, the value of the assets held in the rabbi trust was $ 128 million and $ 99 million, respectively, and was included in the Other line within assets on our Balance Sheets.

At March 31, 2025 and December 31, 2024, the value of the assets held in the rabbi trust was $ 130 million and $ 131 million, respectively, and was included in the Other line within assets on our Balance Sheets.

BUSINESS SEGMENTS

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Vacation Ownership and Exchange & Third-Party Management.

Vacation Ownership includes a diverse portfolio of resorts that includes some of the world’s most iconic brands licensed under exclusive, long-term relationships.

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 Vacation Club, Westin Vacation Club, and Hyatt Vacation Club brands.

We are also the exclusive worldwide developer, marketer and seller of vacation ownership and related products under The Ritz-Carlton Club brand, and we have the non-exclusive right to develop, market and sell whole ownership residential products under The Ritz-Carlton Residences brand.

We also have a license to use the St.

Regis brand for specified fractional ownership products.

Our Vacation Ownership segment generates most of its revenues from four primary sources:

selling vacation ownership products;

managing vacation ownership resorts, clubs, and owners’ associations;

financing consumer purchases of vacation ownership products;

and renting vacation ownership inventory.

Exchange & Third-Party Management includes an exchange network and membership programs, as well as provision of management services to other resorts and lodging properties.

We provide these services through our Interval International and Aqua-Aston businesses.

Exchange & Third-Party Management revenue generally is fee-based and derived from membership, exchange, and rental transactions, property and owners’ association management, and other related products and services.

Our CODM evaluates the performance of our segments based primarily on the results of the segment without allocating corporate expenses or income taxes.

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Our CODM uses Adjusted Earnings before Interest Expense, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) to evaluate the profitability of our operating segments, and the components of net income attributable to common stockholders excluded from Adjusted EBITDA are not separately evaluated.

Adjusted EBITDA is defined as net income attributable to common stockholders, before interest expense (excluding consumer financing interest expense associated with term securitization transactions), income taxes, depreciation and amortization, excluding share-based compensation expense and adjusted for certain items that affect the comparability of our operating performance.

Our CODM reviews budget-to-actual and/or forecast-to-actual variances on a monthly basis using Adjusted EBITDA to make decisions about capital allocation and resource distribution to the segments.

Adjusted EBITDA is defined as net income attributable to common stockholders, before interest expense (excluding consumer financing interest expense associated with term securitization transactions), income taxes, depreciation and amortization, excluding share-based compensation expense and amortization of cloud computing software implementation costs, and adjusted for certain items that affect the comparability of our operating performance.

Our reconciliation of the aggregate amount of Adjusted EBITDA for our reportable segments to consolidated net income attributable to common stockholders is presented below.

Three Months Ended Nine Months Ended

($ in millions) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

Vacation Ownership $ 1,250 $ 1,126 $ 3,458 $ 3,335

Exchange & Third-Party Management 56 64 179 200

Total segment revenues 1,306 1,190 3,637 3,535

Consolidated Property Owners’ Associations

( 1 ) ( 4 ) 3 ( 2 )

Segment Revenues and Adjusted EBITDA

The table below presents the following for the periods presented:

revenues, disaggregated by segment, reconciled to consolidated revenue;

segment expenses, including significant expense categories and amounts that align with segment-level information regularly provided to our CODM;

and segment Adjusted EBITDA reconciled to Net income attributable to common stockholders.

Three Months Ended

March 31, 2025 March 31, 2024

($ in millions) Vacation Ownership Exchange & Third-Party Management Total Vacation Ownership Exchange & Third-Party Management Total

Revenues from external customers $ 1,135 $ 58 $ 1,193 $ 1,130 $ 65 $ 1,195

Reconciliation of revenues

Corporate and other (1)

Total consolidated revenues $ 1,200 $ 1,195

Cost of vacation ownership products ( 42 ) — ( 53 ) —

Marketing and sales ( 234 ) — ( 223 ) —

Management and exchange ( 72 ) ( 29 ) ( 71 ) ( 31 )

Rental ( 126 ) — ( 110 ) —

Financing ( 36 ) — ( 34 ) —

Royalty fee ( 28 ) — ( 28 ) —

Other segment items (2)

( 376 ) ( 1 ) ( 398 ) ( 2 )

Adjusted EBITDA and Reconciliation to Net Income Attributable to Common Stockholders

Three Months Ended Nine Months Ended

($ in millions) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

Adjusted EBITDA Vacation Ownership $ 231 $ 173 $ 624 $ 647

Adjusted EBITDA Exchange & Third-Party Management 23 30 80 99

Reconciling items:

Segment Adjusted EBITDA 221 28 249 213 32 245

Corporate and other (1)

( 57 ) ( 58 )

Interest expense, net ( 40 ) ( 40 )

Tax provision ( 34 ) ( 24 ) ( 79 ) ( 115 )

Depreciation and amortization ( 38 ) ( 38 )

Share-based compensation expense ( 7 ) ( 7 )

Amortization of cloud computing software implementation costs ( 1 ) —

Certain items ( 5 ) ( 20 )

Provision for income taxes ( 45 ) ( 35 )

Net income attributable to common stockholders $ 56 $ 47

$ 84 $ 42 $ 168 $ 219

($ in millions) At September 30, 2024 At December 31, 2023

(1) Corporate and Other consist of results that are not allocable to our segments, including company-wide general and administrative expenses, corporate interest expense, transaction and integration costs, and income taxes.

In addition, Corporate and Other includes revenues and expenses from Consolidated Property Owners’ Associations.

Our CODM does not use this information for operating segment resource allocations.

(2) Other segment items include cost reimbursements, non-cash share-based compensation, amortization of cloud computing software implementation costs, and other.

($ in millions) At March 31, 2025 At December 31, 2024

Vacation Ownership $ 8,416 $ 8,296

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$ 9,882 $ 9,808

Revenues Excluding Cost Reimbursements

Three Months Ended Nine Months Ended

($ in millions) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023

United States $ 704 $ 622 $ 2,046 $ 2,038

All other countries 128 121 352 332

$ 832 $ 743 $ 2,398 $ 2,370

RESTRUCTURING

In November 2024, we announced the creation of a Strategic Business Operations office focused on accelerating our growth and driving operating efficiencies in all areas of our business while increasing organizational agility.

We intend to:

modernize and optimize our processes and systems, including through advanced technology and automation;

increase sales efficiency and inventory optimization;

and capture significant savings from initiatives related to procurement and corporate overhead.

During the first quarter of 2025, we incurred $ 10 million of restructuring charges associated with these efforts and as of March 31, 2025, $ 5 million was accrued on our Balance Sheet related to these charges.

In addition, we recorded a $ 2 million impairment related to an operating lease and related assets.

During the first quarter of 2024, we incurred $ 2 million of restructuring charges associated with the elimination of certain positions as a result of the realignment of our management structure and headcount reductions in 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements