What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-06 compared with 2025-08-06 · 252 added, 205 removed, 513 unchanged (47% of the section changed)

7 unchanged sentences

financing plans and the adequacy of capital to meet short-term and long-term liquidity requirements;

our competitive position;

use of proceeds from senior notes due 2033;our competitive position;

our plans to pursue growth opportunities;

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our ability to reduce our corporate debt, net of cash and equivalents, to Adjusted EBITDA ratio;

our expectations regarding inventory spending in 2025, the impact of inventory repurchases and timing of payments for inventory;

our expectations regarding inventory spending, the impact of inventory repurchases and timing of payments for inventory;

our ability to securitize consumer loans;

and expectations related to sales reserves, delinquencies and default rates.

and expectations related to sales reserves, delinquencies and default rates relating to vacation ownership notes receivable.

Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “might,” “should,” “could” or the negative of these terms or similar expressions.

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price inflation;

difficulties associated with implementing new or maintaining existing technology;

difficulties associated with implementing new or maintaining existing technologies;

the ability to use artificial intelligence (“AI”) technologies successfully and potential business, compliance, or reputational risks associated with the use of AI technologies;

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global supply chain disruptions;

volatility in the international and national economy and credit markets, including as a result of the ongoing conflicts between Russia and Ukraine, Israel and Gaza, Israel and Iran, and elsewhere in the world and related sanctions and other measures;

volatility in the international and national economy and credit markets, including as a result of the ongoing conflicts between Russia and Ukraine, Israel and Hamas, and elsewhere in the world and related sanctions and other measures;

our ability to attract and retain our global workforce;

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political or social strife;

and other matters referred to under the heading “Risk Factors” contained herein and also in our 2024 Annual Report, and which may be updated in our future periodic filings with the U.S.

and other matters referred to under the heading “Risk Factors” contained herein and also in our 2024 Annual Report and Quarterly Report for the quarter ended June 30, 2025, and which may be updated in our future periodic filings with the U.S.

Securities and Exchange Commission (the “SEC”).

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You should not put undue reliance on any forward-looking statements in this Quarterly Report.

The risk factors discussed in “Risk Factors” in our 2024 Annual Report and under Item 1A of Part II of this Quarterly Report could cause actual results to differ materially from those expressed or implied in forward-looking statements in this Quarterly Report.

The risk factors discussed in “Risk Factors” in our 2024 Annual Report, our Quarterly Report for the quarter ended June 30, 2025, and under Item 1A of Part II of this Quarterly Report could cause actual results to differ materially from those expressed or implied in forward-looking statements in this Quarterly Report.

There may be other risks and uncertainties that we cannot predict at this time or that we currently do not expect will have a material adverse effect on our financial position, results of operations or cash flows.

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The financial information discussed below and included in this Quarterly Report may not, however, necessarily reflect what our financial condition, results of operations or cash flows may be in the future.

“Cash Flows.” References throughout to numbered “Footnotes” refer to the numbered Notes in the Interim Condensed Notes to Consolidated Financial Statements included in this Quarterly Report.

In order to make this report easier to read, we refer to (i) our Interim Consolidated Financial Statements as our “Financial Statements,” (ii) our Interim Consolidated Statements of Income as our “Income Statements,” (iii) our Interim Consolidated Balance Sheets as our “Balance Sheets” and (iv) our Interim Consolidated Statements of Cash Flows as our “Cash Flows.” References throughout to numbered “Footnotes” refer to the numbered Notes in the Interim Condensed Notes to Consolidated Financial Statements included in this Quarterly Report.

We routinely post important information, including news releases, announcements and other statements about our business and results of operations, that may be deemed material to investors on the Investor Relations section of our website, www.marriottvacationsworldwide.com.

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In the fourth quarter of 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:

We are working to:

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

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We expect to incur non-recurring cash costs related to these modernization initiatives of approximately $100 million in each of 2025 and 2026.

In the third quarter of 2025, we reorganized a portion of our corporate overhead in our human resources and finance and accounting functions and transitioned work to third-party providers, which we expect will result in annual cost savings of approximately $20 million which will be reflected in multiple expense lines on our income statements.

We expect our cost of vacation ownership products in 2026 will increase due to a change in the mix of inventory sold in North America and Asia Pacific.

In addition, we expect higher costs associated with increased developer-owned inventory partially offset by higher rental revenues.

Performance Measures

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Consolidated Results

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Sale of vacation ownership products $ 358 $ 387 $ 1,083 $ 1,048

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Litigation charges 4 3 16 16

Modernization 53 — 97 —

Restructuring — 1 2 4

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TOTAL EXPENSES 1,230 1,157 3,435 3,253

Gains (losses) and other income (expense), net 24 (7) 37 (7)

Gains and other income, net 11 9 48 2

Interest expense, net (43) (40) (125) (123)

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Provision for income taxes (3) (34) (73) (79)

NET INCOME 69 38 126 84

NET (LOSS) INCOME (2) 84 124 168

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

NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 69 $ 37 $ 125 $ 84

NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (2) $ 84 $ 123 $ 168

Operating Statistics

Three Months Ended Six Months Ended

(Contract sales $ in millions) June 30, 2025 June 30, 2024 Change

June 30, 2025 June 30, 2024 Change

Three Months Ended Nine Months Ended

(Contract sales $ in millions) September 30, 2025 September 30, 2024 Change

September 30, 2025 September 30, 2024 Change

Vacation Ownership

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Average revenue per member $ 37.91 $ 38.93 $ (1.02) (3%) $ 115.27 $ 118.98 $ (3.71) (3%)

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 Change June 30, 2025 June 30, 2024 Change

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 Change September 30, 2025 September 30, 2024 Change

Vacation Ownership $ 1,210 $ 1,250 $ (40) (3%) $ 3,533 3,458 $ 75 2%

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In addition, other companies in our industry may calculate EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin differently than we do or may not calculate them at all, limiting their usefulness as comparative measures.

The table below shows our EBITDA and Adjusted EBITDA calculation and reconciles these measures with net income attributable to common stockholders, which is the most directly comparable GAAP financial measure.

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 Change June 30, 2025 June 30, 2024 Change

Net income attributable to common stockholders

Additionally, during the third quarter of 2025, we reclassified $1 million of certain prior year amounts related to ongoing litigation from General and administrative expense to Litigation charges in order to conform with our current year presentation.

The table below shows our EBITDA and Adjusted EBITDA calculation and reconciles these measures with net income or loss attributable to common stockholders, which is the most directly comparable GAAP financial measure.

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 Change September 30, 2025 September 30, 2024 Change

Net (loss) income attributable to common stockholders

$ (2) $ 84 $ (86) (103%) $ 123 $ 168 $ (45) (27%)

Interest expense, net 43 40 3 6% 125 123 2 1%

Provision for income taxes 25 10 15 NM 70 45 25 53%

Provision for income taxes

3 34 (31) NM 73 79 (6) (8%)

Depreciation and amortization 38 36 2 5% 114 109 5 4%

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Share-based compensation expense 9 8 1 8% 28 24 4 19%

Amortization of cloud computing software implementation costs 1 1 — NM 2 1 1 NM

Certain items 16 23 (7) NM 21 43 (22) NM

Amortization of cloud computing software implementation costs (1)(2)

2 1 1 NM 4 2 2 NM

Certain items (1)

77 (3) 80 NM 98 40 58 NM

Adjusted EBITDA (1)

Adjusted EBITDA Margin 24.3% 20.7% 360.0 pts 23.7% 22.0% 1.7 pts

$ 170 $ 200 $ (30) (15%) $ 565 $ 545 $ 20 4%

Adjusted EBITDA Margin (1)

20.9% 24.1% (3.2 pts) 22.8% 22.7% 0.1 pts

(1) Prior year amounts have been reclassified to conform with our current year presentation.

(2) During the first quarter of 2025, we began excluding Amortization of cloud computing software implementation costs, which are not included in Depreciation and amortization, from Adjusted EBITDA, and have reclassified prior year amounts to conform with our current year presentation.

The table below details the components of Certain items for the periods presented.

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Gain on disposition of hotel, land, and other $ — $ (1) $ — $ (2)

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Other — — (3) —

(Gains) losses and other (income) expense, net (24) 7 (37) 7

Gains and other income, net (11) (9) (48) (2)

Transaction and integration costs — — — 18

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Litigation charges (1)

Restructuring charges 34 1 46 3

Impairment charges — 2 — 2

Modernization 53 — 97 —

Restructuring — 1 2 4

Impairment 31 — 31 2

Other — 2 — 1

Total Certain items (1)

$ 77 $ (3) $ 98 $ 40

(1) Prior year amounts have been reclassified to conform with our current year presentation.

During the second quarter of 2024, we discontinued classifying costs associated with the continued integration of Welk in Transaction and integration costs.

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Segment Adjusted EBITDA

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 Change June 30, 2025 June 30, 2024 Change

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 Change September 30, 2025 September 30, 2024 Change

Vacation Ownership (1)

$ 195 $ 232 $ (37) (16%) $ 647 $ 626 $ 21 4%

Exchange & Third-Party Management 21 23 (2) (8%) 72 80 (8) (10%)

Segment adjusted EBITDA (1)

216 255 (39) (15%) 719 706 13 2%

General and administrative (1)

(53) (61) 8 12% (175) (178) 3 1%

7 6 1 NM 21 17 4 NM

Adjusted EBITDA (1)

$ 170 $ 200 $ (30) (15%) $ 565 $ 545 $ 20 4%

(1) Prior year amounts have been reclassified to conform with our current year presentation.

The following tables present segment financial results attributable to common stockholders reconciled to segment Adjusted EBITDA.

Vacation Ownership

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 Change June 30, 2025 June 30, 2024 Change

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 Change September 30, 2025 September 30, 2024 Change

Segment financial results $ 138 $ 205 $ (67) (33%) $ 532 $ 531 $ 1 —%

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Share-based compensation expense 3 2 1 9% 7 6 1 10%

Amortization of cloud computing software implementation costs 1 1 — NM 2 1 1 NM

Amortization of cloud computing software implementation costs (1)

1 1 — NM 3 2 1 NM

Certain items 27 (1) 28 NM 25 12 13 NM

Segment adjusted EBITDA (1)

$ 195 $ 232 $ (37) (16%) $ 647 $ 626 $ 21 4%

Segment Adjusted EBITDA Margin (1)

26.1% 30.2% (4.1 pts) 28.4% 28.6% (0.2 pts)

(1) Prior year amounts have been reclassified to conform with our current year presentation.

The table below details the components of Certain items for Vacation Ownership segment financial results.

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Gain on disposition of hotel, land, and other $ — $ — $ — $ (1)

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Litigation charges 3 2 10 15

Restructuring charges 1 — 1 —

Modernization 1 — 2 —

Restructuring — 1 — 1

Impairment 31 — 31 —

Total Certain items $ 27 $ (1) $ 25 $ 12

Exchange & Third-Party Management

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 Change June 30, 2025 June 30, 2024 Change

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 Change September 30, 2025 September 30, 2024 Change

Segment financial results $ 15 $ 15 $ — (3%) $ 49 $ 55 $ (6) (12%)

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42.3% 43.3% (1.0 pts) 45.8% 46.6% (0.8 pts)

(1) Prior year amounts have been reclassified to conform with our current year presentation.

The table below details the components of Certain items for Exchange and Third-Party Management segment financial results.

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Restructuring charges $ — $ — 2 —

Impairment charges — 2 — 2

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Gains and other income, net (1) (1) (1) (1)

Modernization 1 — 1 —

Restructuring — 1 2 1

Impairment — — — 2

Total Certain items $ — $ — $ 2 $ 2

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Vacation Ownership and Exchange & Third-Party Management.

See Footnote 16 “Business Segments” to our Financial Statements for further information about our segments.

See Footnote 16 “Business Segments” to our Financial Statements for further information.

Vacation Ownership

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Sale of vacation ownership products $ 358 $ 387 $ 1,083 $ 1,048

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Litigation charges 3 2 10 15

Modernization 1 — 2 —

Restructuring — 1 — 1

Royalty fee 29 28 85 85

Impairment 31 — 31 —

Cost reimbursements 462 484 1,253 1,268

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Sale of Vacation Ownership Products

Second Quarter and First Half

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 % of Consolidated Contract Sales, Net of Resales June 30, 2024 % of Consolidated Contract Sales, Net of Resales Change

June 30, 2025 % of Consolidated Contract Sales, Net of Resales June 30, 2024 % of Consolidated Contract Sales, Net of Resales Change

Third Quarter and First Three Quarters

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 % of Consolidated Contract Sales, Net of Resales September 30, 2024 % of Consolidated Contract Sales, Net of Resales Change

September 30, 2025 % of Consolidated Contract Sales, Net of Resales September 30, 2024 % of Consolidated Contract Sales, Net of Resales Change

Consolidated contract sales $ 439 $ 459 $ (20) (4%) $ 1,304 $ 1,336 $ (32) (2%)

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and Canadian residents.

Second Quarter and First Half

The increase in Sale of vacation ownership products was primarily due to a decrease in our sales reserve reflecting last year’s $70 million sales reserve adjustment (the “additional sales reserve”) recorded in the second quarter of 2024, partially offset by higher financing propensity and defaults in Asia Pacific in both the second quarter and first half of 2025.

Excluding the impact of last year’s additional sales reserve, our sales reserve as a percent of contract sales in the second quarter and first half of 2025 increased 140 basis points and 130 basis points, respectively, compared to the prior year comparative period.

Contract sales decreased during the second quarter and first half of 2025 due to a 3% decrease in VPG, partially offset by a 2% increase in tours, in each period.

• The decreases in VPG in each period were due to a larger percentage mix of first time buyer and international tours, which carry a lower VPG than existing owner tours, and lower Owner VPG.

• Second Quarter 2025 compared to Second Quarter 2024

• First time buyer contract sales increased 6% on higher VPG and tours

Third Quarter

The decrease in Sale of vacation ownership products for the third quarter of 2025 is attributed to lower contract sales, lower revenue reportability and an increase in the sales reserve due to higher financing propensity compared to the prior year comparable period.

Contract sales decreased during the third quarter of 2025 due to a 5% decrease in VPG and a 1% decrease in tours.

• First time buyer contract sales decreased 2% on lower VPG and tours.

• Owner contract sales declined 5% on lower VPG and flat tours.

• First Half 2025 compared to First Half 2024

First Three Quarters

The increase in Sale of vacation ownership products for the first three quarters of 2025 was primarily due to a decrease in our sales reserve reflecting last year’s $70 million sales reserve adjustment (the “additional sales reserve”) recorded in the second quarter of 2024, partially offset by higher financing propensity and defaults in Asia Pacific in the first three quarters of 2025.

In addition, contract sales decreased during the first three quarters of 2025 due to a 4% decrease in VPG and a 1% increase in tours, partially offset by higher revenue reportability in the first three quarters of 2024.

• First time buyer contract sales increased 3% on higher tours.

• Owner contract sales declined 5% on lower VPG and tours.

While delinquency rates have declined, we plan to continue to assume an increased sales reserve for new originations until we have sufficient evidence of continued improvement in delinquency and default rates.

Excluding the impact of the additional sales reserve recorded in the second quarter of 2024, our sales reserve as a percent of contract sales in the first three quarters of 2025 is 120 basis points higher than the prior year comparable period.

While our delinquency rates at September 30, 2025 have declined from those experienced in 2024, we do not expect to lower the sales reserve for new originations until we have sufficient, sustained evidence of continued improvement in delinquency and default rates.

Development Profit

Second Quarter

Third Quarter

Three Months Ended

($ in millions) June 30, 2025 % of Revenue June 30, 2024 % of Revenue Change

($ in millions) September 30, 2025 % of Revenue September 30, 2024 % of Revenue Change

Sale of vacation ownership products $ 358 $ 387 $ (29) (8%)

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Development profit margin 20.2% 27.2% (7.0 pts)

The increase in Development profit was due to the following:

• higher sales of vacation ownership products (discussed above), partially offset by:

• higher cost of vacation ownership products due to the $13 million favorable impact of the additional sales reserve in the second quarter of 2024 and the sale of lower average cost inventory.

• Excluding the impact of the additional sales reserve, cost of vacation ownership products decreased $10 million and cost of vacation ownership products as a percentage of sales decreased approximately 230 basis points in the second quarter of 2025.

• higher marketing and sales costs due to:

• $6 million of higher wages and benefits, including variable compensation;

• $5 million of higher marketing costs.

Excluding the impact of the additional sales reserve, Development profit decreased $10 million and Development profit margin decreased approximately 230 basis points in the second quarter of 2025.

Six Months Ended

($ in millions) June 30, 2025 % of Revenue June 30, 2024 % of Revenue Change

The change in Development profit was due to the following:

• lower Sale of vacation ownership products (discussed above);

• lower Cost of vacation ownership products;

• higher Marketing and sales costs due to higher preview and marketing costs, including costs to generate future package tours.

First Three Quarters

Nine Months Ended

($ in millions) September 30, 2025 % of Revenue September 30, 2024 % of Revenue Change

Sale of vacation ownership products $ 1,083 $ 1,048 $ 35 3%

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The increase in Development profit was due to the following:

• higher sales of vacation ownership products (discussed above), partially offset by:

• lower cost of vacation ownership products due to the sale of lower average cost inventory, including $8 million of favorable product cost true-up activity, slightly offset by $2 million of higher revenue reportability.

• Excluding the favorable impact of the additional sales reserve in the first half of 2024, cost of vacation ownership products decreased $21 million and cost of vacation ownership products as a percentage of sales decreased approximately 280 basis points in the first half of 2025.

• higher Sale of vacation ownership products (discussed above);

• lower Cost of vacation ownership products due to the sale of lower average cost inventory, including $7 million of favorable product cost true-up activity, partially offset by the $13 million favorable impact of the additional sales reserve in the first three quarters of 2024.

These were partially offset by:

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• $9 million of higher wages and benefits, including variable compensation;

• $7 million of higher marketing costs;

• $6 million of higher preview costs.

Excluding the impact of the additional sales reserve, Development profit decreased $7 million and Development profit margin decreased approximately 80 basis points.

• $11 million of higher cost package tours and higher marketing and other costs;

• $8 million of higher costs for occupancy used for previews.

Excluding the favorable impact of the additional sales reserve in the first three quarters of 2024, Cost of vacation ownership products decreased $23 million and Cost of vacation ownership products as a percentage of sales decreased approximately 160 basis points in the first three quarters of 2025.

Excluding the impact of the additional sales reserve in the first three quarters of 2024, Development profit decreased $40 million and Development profit margin decreased approximately 290 basis points in the first three quarters of 2025.

Resort Management and Other Services Revenues, Expenses and Profit

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 Change June 30, 2025 June 30, 2024 Change

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 Change September 30, 2025 September 30, 2024 Change

Management fee revenues $ 56 $ 52 $ 4 7% $ 166 $ 155 $ 11 7%

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(1) Resort occupancy represents all transient, preview, and owner keys divided by total keys available, net of keys out of service.

Second Quarter

The increase in Resort management and other services profit reflects $3 million of higher management profit and $2 million of higher ancillary profit.

Third Quarter

The increase in Resort management and other services profit reflects $4 million of higher management profit, $1 million of higher ancillary profit and $1 million of higher exchange profit.

First Three Quarters

The increase in Resort management and other services profit reflects $12 million of higher management profit, $4 million of higher ancillary profit and $3 million of higher exchange profit.

Rental Revenues, Expenses and Profit

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 Change June 30, 2025 June 30, 2024 Change

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 Change September 30, 2025 September 30, 2024 Change

Rental revenues $ 142 $ 140 $ 2 1% $ 451 $ 430 $ 21 5%

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(2) Rental occupancy represents transient and preview keys divided by keys available to rent, which is total available keys excluding owner usage.

Second Quarter and First Half

Rental profit, excluding profit from owned hotels, declined due to lower plus points revenue attributed to the non-recurring impact of sales incentive programs put in place during COVID, which increased the amount of plus points issued and lengthened the use period in the prior year comparable period, and higher marketing, variable and other costs, partially offset by an increase in costs allocated to marketing and sales expense for occupancy used for previews.

Rental profit for our owned hotels remained in-line with the prior year comparable period.

Third Quarter

Rental profit declined due to:

• $4 million of higher unsold maintenance fees associated with developer-owned inventory;

• $3 million of increased costs due to higher owner utilization of third-party vacation offerings, increased marketing, variable and other costs.

These amounts were partially offset by a $2 million increase in costs allocated to marketing and sales expense for occupancy used for previews.

Rental revenues and Rental expenses are both $9 million higher in the third quarter of 2025 compared to the third quarter of 2024 due to the year over year change in the amount reclassified for costs in excess of rental revenues for developer-owned inventory which is registered and held for sale.

First Three Quarters

Rental profit declined due to:

• $17 million of lower plus point revenue attributed to the non-recurring impact of sales incentive programs put in place during COVID, which increased the amount of plus points issued and lengthened the use period in the prior year comparable periods;

• $11 million of higher unsold maintenance fees associated with developer-owned inventory;

• $10 million of higher marketing, variable and other costs;

• $7 million of increased costs due to higher owner utilization of third-party vacation offerings.

These amounts are partially offset by:

• $15 million increase in transient rental revenues;

• an $8 million increase in costs allocated to marketing and sales expense for occupancy used for previews.

Rental revenues and Rental expenses are both $26 million higher in the first three quarters of 2025 compared to the first three quarters of 2024 due to the year over year change in the amount reclassified for costs in excess of rental revenues for developer-owned inventory which is registered and held for sale.

Financing Revenues, Expenses and Profit

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 Change June 30, 2025 June 30, 2024 Change

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 Change September 30, 2025 September 30, 2024 Change

Financing revenues $ 90 $ 87 $ 3 5% 268 255 13 5%

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Financing propensity 60.4% 59.5% 0.9 pts 57.0% 56.0% 1.0 pts

Second Quarter and First Half

• Financing revenues reflect higher interest income as a result of a higher average notes receivable balance, partially offset by a slightly lower average interest rate for the three and six months ended June 30, 2025.

• The increase in financing expense is primarily attributed to higher credit card fees and other operating costs.

Third Quarter and First Three Quarters

• Financing revenues reflect higher interest income as a result of a higher average notes receivable balance, partially offset by a slightly lower average interest rate.

• The increase in financing expense is primarily attributed to higher credit card fees, partially offset by lower operating costs, including those resulting from our cost savings initiatives implemented in the third quarter of 2025.

We expect our average interest rate to continue to increase as the current interest rate environment for new securitization transactions exceeds the average interest rate on our existing securitized debt.

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Litigation Charges

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 Change June 30, 2025 June 30, 2024 Change

Litigation charges $ 3 $ 10 $ (7) NM $ 7 $ 13 $ (6) NM

Second Quarter and First Half

Litigation charges during the second quarters of 2025 and 2024, as well as the first halves of 2025 and 2024, relate primarily to certain resorts in Europe.

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 Change September 30, 2025 September 30, 2024 Change

Litigation charges $ 3 $ 2 $ 1 64% $ 10 $ 15 $ (5) (33%)

Third Quarter and First Three Quarters

Litigation charges during the third quarters of 2025 and 2024, as well as the first three quarters of 2025 and 2024, relate primarily to certain resorts in Europe.

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 Change September 30, 2025 September 30, 2024 Change

$ 31 $ — $ 31 NM $ 31 $ — $ 31 NM

Third Quarter and First Three Quarters

During the third quarter of 2025, we recorded a non-cash impairment charge of $31 million related to completed vacation ownership units and land, which were classified as a component of Property and equipment, net.

Gains and Other Income

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 Change June 30, 2025 June 30, 2024 Change

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 Change September 30, 2025 September 30, 2024 Change

Gains and other income, net $ 8 $ 4 $ 4 NM $ 18 $ 5 $ 13 NM

During the first half of 2025, we recorded $7 million related to the receipt of service interruption insurance proceeds from the Maui wildfires, a $2 million reduction in certain pre-acquisition contingencies associated with the ILG Acquisition, and $1 million of other gains.

Third Quarter

During the third quarter of 2025, we received $8 million of proceeds from service interruption insurance relating to the Maui wildfires.

During the third quarter of 2024, we recorded a $4 million reduction in certain pre-acquisition contingencies associated with the ILG Acquisition.

First Three Quarters

During the first three quarters of 2025, we received $15 million of proceeds from service interruption insurance relating to the Maui wildfires and recorded a $2 million reduction in certain pre-acquisition contingencies associated with the ILG Acquisition and $1 million of other gains.

During the first three quarters of 2024, we recorded a $4 million reduction in certain pre-acquisition contingencies associated with the ILG Acquisition and $1 million of other gains.

Exchange & Third-Party Management

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Management and exchange $ 43 $ 44 $ 130 $ 141

4 unchanged sentences

Depreciation and amortization 6 7 20 21

Modernization 1 — 1 —

Restructuring — 1 2 1

2 unchanged sentences

TOTAL EXPENSES 39 42 117 125

Gains and other income, net 1 1 1 1

Other — — 1 —

1 unchanged sentence

Management and Exchange Profit

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 Change June 30, 2025 June 30, 2024 Change

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 Change September 30, 2025 September 30, 2024 Change

Management and exchange revenue $ 43 $ 44 $ (1) (2%) $ 130 $ 141 $ (11) (8%)

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Management and exchange profit margin 29.4% 28.0% 1.4 pts 32.1% 33.4% (1.3 pts)

Second Quarter

• Interval International management and exchange revenues declined $1 million, or 4%, primarily due to 8% lower exchange transaction volume, partially offset by a 5% increase in average exchange fees.

• Management and exchange revenue reflects a $2 million decline in Aqua-Aston management revenues resulting from fewer available nights for rent, lower occupancy, and a lower average daily rate in the Hawaii market.

• Management and exchange revenue declined $1 million, attributed to the sale of an immaterial subsidiary in the second quarter of 2024.

• The remaining decrease in management and exchange profit was primarily attributable to lower wages and benefits and other costs.

Third Quarter

• Interval International management and exchange revenues declined due to 8% lower exchange transaction volume, partially offset by a 9% increase in average exchange fees.

• The decrease in management and exchange expense was primarily attributable to lower wages and benefits and other costs.

First Three Quarters

• Interval International management and exchange revenues declined $5 million, or 4%, primarily due to 9% lower exchange transaction volume, partially offset by a 6% increase in average exchange fees.

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• Management and exchange revenue declined $2 million, attributed to the sale of an immaterial subsidiary in the second quarter of 2024.

• The remaining decrease in management and exchange profit was primarily attributable to lower wages and benefits and other costs.

• The decrease in management and exchange expenses was primarily attributable to lower wages and benefits and other costs.

Rental Revenues

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 Change September 30, 2025 September 30, 2024 Change

Rental revenues $ 8 $ 11 $ (3) (21%) $ 28 $ 32 $ (4) (12%)

Third Quarter and First Three Quarters

The decrease in rental revenues reflects an 18% decrease in transaction volume, partially offset by a 12% increase in average fees per transaction, in each case in each of the third quarter and first three quarters of 2025 compared to prior year comparable periods.

Restructuring

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 Change June 30, 2025 June 30, 2024 Change

Restructuring $ — $ — $ — NM $ 2 $ — $ 2 NM

Second Quarter and First Half

During the first half of 2025, we recorded a $2 million impairment related to an operating lease and related assets.

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 Change September 30, 2025 September 30, 2024 Change

Restructuring $ — $ 1 $ (1) (100%) $ 2 $ 1 $ 1 120%

Third Quarter and First Three Quarters

During the first three quarters of 2025, we recorded a $2 million impairment related to an operating lease and related assets.

Corporate and Other

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

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Resort management and other services $ 13 $ 11 $ 40 $ 35

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Litigation charges 1 1 6 1

Modernization 51 — 94 —

Restructuring — (1) — 2

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FINANCIAL RESULTS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (155) $ (136) $ (458) $ (418)

General and Administrative

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 Change June 30, 2025 June 30, 2024 Change

General and administrative $ 61 $ 54 $ 7 12% $ 122 $ 117 $ 5 4%

Second Quarter

General and administrative expenses for the second quarter of 2025 increased primarily due to $14 million of higher compensation and benefits expense, driven by lower variable compensation expense due to the sales reserve adjustment in the prior year comparable period, partially offset by $4 million of lower insurance expense and $3 million of lower other costs.

General and administrative expenses for the first half of 2025 increased primarily due to $14 million of higher compensation and benefits expense, driven by lower variable compensation expense due to the sales reserve adjustment in the prior year comparable period, partially offset by $3 million of lower insurance expense, $3 million of lower consulting and $3 million of lower other costs.

Litigation Charges

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 Change June 30, 2025 June 30, 2024 Change

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 Change September 30, 2025 September 30, 2024 Change

Litigation charges $ 1 $ 1 $ — NM $ 6 $ 1 $ 5 NM

Second Quarter and First Half

Litigation charges during the second quarter and first half of 2025 relate to a dispute with a service provider.

Restructuring

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 Change June 30, 2025 June 30, 2024 Change

Restructuring $ 33 $ 1 $ 32 NM $ 43 $ 3 $ 40 NM

Second Quarter and First Half

Third Quarter and First Three Quarters

Litigation charges during the third quarter of 2025 and 2024, as well as the first three quarters of 2025 and 2024, relate to a dispute with a service provider.

Modernization

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 Change September 30, 2025 September 30, 2024 Change

Modernization $ 51 $ — $ 51 NM $ 94 $ — $ 94 NM

Third Quarter and First Three Quarters

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:

We are working to:

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

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See “Strategic Business Operations” section above for further information.

During the second quarter and first half of 2025, we incurred $32 million and $43 million, respectively, of restructuring charges associated with these efforts, the majority of which related to advisory services.

See Footnote 17 “Restructuring” to our Financial Statements for further information related to our restructuring charges.

During the second quarter and first half of 2024, we incurred $1 million and $3 million, respectively, 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.

During the third quarter and first three quarters of 2025, the majority of our Modernization charges were related to advisory services.

See Footnote 17 “Modernization” to our Financial Statements for further information related to our modernization charges.

Gains (Losses) and Other Income (Expense)

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 Change June 30, 2025 June 30, 2024 Change

Gains (losses) and other income (expense), net $ 23 $ (8) $ 31 NM $ 27 $ (8) $ 35 NM

Second Quarter

In the second quarter of 2025, we recorded $18 million of foreign currency translation gains, $3 million of tax related adjustments to the receivable from Marriott International for indemnified tax matters, $1 million of insurance proceeds, and $1 million of other gains.

In the second quarter of 2024, we recorded $4 million of foreign currency translation losses and $4 million of tax related adjustments to the receivable from Marriott International for indemnified tax matters.

In the first half of 2025, we recorded $21 million of foreign currency translation gains, $3 million of tax related adjustments to the receivable from Marriott International for indemnified tax matters, $2 million of other gains, and $1 million of insurance proceeds.

In the first half of 2024, we recorded $6 million of foreign currency translation losses and $2 million net of tax related adjustments to the receivable from Marriott International for indemnified tax matters.

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 Change June 30, 2025 June 30, 2024 Change

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 Change September 30, 2025 September 30, 2024 Change

Gains (losses) and other income (expense), net $ 2 $ 4 $ (2) (39%) $ 29 $ (4) $ 33 NM

Third Quarter

In the third quarter of 2025, we recorded $2 million of foreign currency translation gains and $1 million of tax related adjustments to the receivable from Marriott International for indemnified tax matters, partially offset by $1 million of other losses.

In the third quarter of 2024, we recorded $6 million of foreign currency translation gains, partially offset by $2 million of tax related adjustments to the receivable from Marriott International for indemnified tax matters.

First Three Quarters

In the first three quarters of 2025, we recorded $23 million of foreign currency translation gains, $4 million of tax related adjustments to the receivable from Marriott International for indemnified tax matters, $1 million of other gains, and $1 million of insurance proceeds.

In the first three quarters of 2024, we recorded $4 million net of tax related adjustments to the receivable from Marriott International for indemnified tax matters.

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 Change September 30, 2025 September 30, 2024 Change

Provision for income taxes $ (3) $ (34) $ 31 NM $ (73) $ (79) $ 6 8%

Second Quarter

Our effective tax rate was 26.8% and 22.0% for the three months ended June 30, 2025 and June 30, 2024, respectively.

The effective tax rate for the three months ended June 30, 2025 was generally consistent with the blended U.S.

federal and state statutory tax rate, with no significant variances.

The effective tax rate for the three months ended June 30, 2024 differed from the blended U.S.

Third Quarter

The effective tax rate for the three months ended September 30, 2025 differed from the blended U.S.

federal and state statutory tax rate primarily due to discrete income tax adjustments in non-U.S.

jurisdictions.

These adjustments included a $25 million increase related to changes in valuation allowances, partially offset by tax benefits from $13 million of permanent differences arising from restructuring activities and $6 million for other deferred tax adjustments.

The effective tax rate for the three months ended September 30, 2024 differed from the blended U.S.

federal and state statutory tax rate primarily due to discrete income tax adjustments.

These included a $13 million decrease as a result of the expiration of statutes of limitation on certain unrecognized tax benefits, partially offset by a $4 million increase related to prior year true-up adjustments in non-U.S.

These adjustments included 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 as a result of the expiration of statutes of limitation on certain unrecognized tax benefits, partially offset by an $8 million increase related to the removal of the permanent reinvestment assertion for certain non-U.S.

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

withholding taxes.

First Three Quarters

Our effective tax rate was 37.0% and 32.1% for the nine months ended September 30, 2025 and September 30, 2024, respectively.

The effective tax rate for the nine months ended September 30, 2025 differed from the blended U.S.

federal and state statutory tax rate primarily due to discrete income tax adjustments in non-U.S.

jurisdictions.

Our effective tax rate was 35.5% and 35.2% for the six months ended June 30, 2025 and June 30, 2024, respectively.

The effective tax rate for the six months ended June 30, 2025 differed from the blended U.S.

federal and state statutory tax rate primarily due to the effect of losses incurred in certain non-U.S.

jurisdictions for which no tax benefit was recognized.

Additionally, permanent differences between the book and tax treatment further contributed to the variance from the statutory rate.

The effective tax rate for the six months ended June 30, 2024 differed from the blended U.S.

The effective tax rate for the nine months ended September 30, 2024 differed from the blended U.S.

federal and state statutory tax rate primarily due to discrete income tax adjustments.

These adjustments included a $20 million increase related to the removal of the permanent reinvestment assertion for certain non-U.S.

entities and a $5 million increase from prior year true-up adjustments in non-U.S.

These adjustments included a $27 million decrease as a result of the expiration of statutes of limitation on uncertain unrecognized tax benefits and an $8 million net decrease related to changes in valuation allowances in non-U.S.

jurisdictions.

These impacts were partially offset by a $22 million decrease as a result of the expiration of statutes of limitation on certain unrecognized tax benefits.

These decreases were partially offset by a $28 million increase related to the removal of the permanent reinvestment assertion for certain non-U.S.

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

withholding taxes.

Consolidated Property Owners’ Associations

The following table illustrates the impact of certain Consolidated Property Owners’ Associations under the relevant accounting guidance.

Three Months Ended Six Months Ended

($ in millions) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Resort management and other services $ 13 $ 11 $ 40 $ 35

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We continuously monitor the capital markets to evaluate the effect that changes in market conditions may have on our ability to fund our liquidity needs.

At June 30, 2025, our corporate debt, net of cash and equivalents, to Adjusted EBITDA ratio was 3.9, above our targeted range of 2.5 to 3.0, and we remain focused on reducing this ratio over time.

At September 30, 2025, our corporate debt, net of cash and equivalents, to Adjusted EBITDA ratio was 4.1, above our targeted range of 2.5 to 3.0, and we remain focused on reducing this ratio over time.

We have no material principal payment obligations for the remainder of 2025.

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At the recent level of defaults, there is no impact to cash whether we repurchase defaulted vacation ownership notes receivable from a securitization VIE and pursue foreclosure or foreclose on behalf of a securitization VIE.

During the second quarter of 2025, and as of June 30, 2025, no securitized vacation ownership notes receivable pools were out of compliance with their respective required parameters.

As of June 30, 2025, we had 11 term securitization transactions outstanding.

During the third quarter of 2025, and as of September 30, 2025, we had 11 term securitization transactions outstanding, none of which were out of compliance with their respective required parameters.

Since 2000, we have issued approximately $10.3 billion of debt securities in securitization transactions in the term ABS market, excluding amounts securitized through warehouse credit facilities or private bank transactions.

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During the second quarter of 2025, we amended certain agreements associated with our Warehouse Credit Facility, which, among other things, extended the revolving period from June 11, 2026 to June 11, 2027.

At June 30, 2025, we had $158 million of borrowings outstanding on our Warehouse Credit Facility.

At September 30, 2025, we had $256 million of borrowings outstanding on our Warehouse Credit Facility.

See Footnote 11 “Securitized Debt’ to our Financial Statement for further information on our Warehouse Amendment.

As of June 30, 2025, $55 million of gross vacation ownership notes receivable were eligible for securitization.

As of September 30, 2025, $168 million of gross vacation ownership notes receivable were eligible for securitization.

Issuance of Senior Unsecured Notes

During the third quarter of 2025, we issued the 2033 Notes with an aggregate principal amount of $575 million and we received net proceeds of $567 million from the offering, after deducting the underwriting fees and transaction expenses.

We intend to use the net proceeds to repay our 2026 Convertible Notes due in January 2026.

Corporate Credit Facility

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The Amendment also extended the termination date from March 31, 2027 to March 24, 2030, reduced certain fees and interest costs, and increased the letter of credit sub-facility of the Revolving Corporate Credit Facility from $75 million to $150 million.

At June 30, 2025, $235 million of borrowings and $26 million of letters of credit were outstanding under our Revolving Corporate Credit Facility.

Additionally, the Amendment provided for a new $450 million senior secured Delayed-Draw Term Loan with a maturity date of December 31, 2027.

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

As of June 30, 2025, there were no outstanding borrowings on the Delayed-Draw Term Loan.

At September 30, 2025, no borrowings and $14 million of letters of credit were outstanding under our Revolving Corporate Credit Facility.

Additionally, the Amendment provided for a new $450 million senior secured Delayed-Draw Term Loan scheduled to mature on December 31, 2027, which was subsequently terminated in the third quarter of 2025, in connection with the issuance of the 2033 Notes.

We did not draw on the Delayed-Draw Term Loan at any time.

See Footnote 12 “Debt” to our Financial Statements for further information.

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In addition, during the first quarter of each year, we generally have variable compensation-related cash outflows associated with payment of annual bonuses.

Timing of Estimated Tax Payments

As part of the federal tax relief provided by the Internal Revenue Service for businesses in areas of Florida affected by hurricanes during the third and fourth quarters of 2024, we were permitted to defer certain federal income tax payments without incurring interest or penalties.

As a result, we deferred $38 million of estimated tax payments from the third and fourth quarters of 2024 to the second quarter of 2025.

Similarly, in the prior year, under comparable relief measures related to hurricanes in 2023, we deferred $32 million of estimated tax payments from the third and fourth quarters of 2023 to the first quarter of 2024.

In addition to net income and adjustments for non-cash items, the following are key drivers of our cash flow from operating activities:

Inventory Spending (In Excess of) Less Than Cost of Sales

Six Months Ended

($ in millions) June 30, 2025 June 30, 2024

In addition to net income or loss and adjustments for non-cash items, the following are key drivers of our cash flow from operating activities:

Inventory Spending In Excess of Cost of Sales

Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024

Inventory spending $ (77) $ (159)

Purchase and development of property for future transfer to inventory (134) —

Inventory costs 59 67

Inventory spending (in excess of) less than cost of sales $ (50) $ 4

Although we have adequate inventory on hand, we intend to continue selectively pursuing growth opportunities by targeting high-quality inventory that allows us to add desirable new destinations to our systems with new on-site sales locations to support anticipated future contract sales growth.

Where possible, we will structure transactions to limit our up-front capital investment and allow us to purchase finished inventory closer to the time it is needed for sale.

These capital efficient vacation ownership transaction structures may consist of the development of new inventory, or the conversion of previously built units, by third parties.

In addition, we may develop inventory on our balance sheet in key markets where we believe the opportunities will generate acceptable risk adjusted returns.

Inventory cost of sales 98 107

Inventory spending in excess of cost of sales $ (113) $ (52)

We plan to restrict our new inventory spending to capital efficient arrangements where our cash outlay coincides with start of sales, as well as low-cost reacquired inventory.

Through our existing VOI repurchase program, we proactively acquire previously sold VOIs from owners’ associations and individual owners at lower costs than would be required to develop new inventory.

Among other reasons for repurchasing inventory, we expect these repurchases will help stabilize the future cost of our vacation ownership products.

We expect inventory spending to continue to exceed cost of sales for the remainder of 2025.

Vacation Ownership Notes Receivable Collections Less Than Originations

Six Months Ended

($ in millions) June 30, 2025 June 30, 2024

Nine Months Ended

($ in millions) September 30, 2025 September 30, 2024

Vacation ownership notes receivable collections — non-securitized $ 119 $ 67

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Vacation ownership notes receivable collections less than originations $ (247) $ (268)

Vacation ownership notes receivable collections were less than originations in the first half of 2025 and 2024 due to the growth of our vacation ownership notes receivable portfolio.

Vacation ownership notes receivable collections were less than originations in the first three quarters of 2025 and 2024 due to the growth of our vacation ownership notes receivable portfolio.

Repurchase of Common Stock

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

For the first half of 2025 496,484 36 $ 73.10

As of June 30, 2025 26,287,034 $ 2,497 $ 94.98

For the first three quarters of 2025 496,484 36 $ 73.09

As of September 30, 2025 26,287,034 $ 2,497 $ 94.98

See Footnote 13 “Stockholders' Equity” to our Financial Statements for further information related to our current share repurchase program.

Payment of Dividends to Common Stockholders

We distributed cash dividends to holders of common stock during the first half of 2025 as follows:

We distributed cash dividends to holders of our common stock during the first three quarters of 2025 as follows:

Declaration Date Stockholder Record Date Distribution Date Dividend per Share

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May 12, 2025 May 23, 2025 June 6, 2025 $0.79

Payment of dividends within Financing activities on our Cash Flows for the nine months ended September 30, 2025, includes $27 million related to the dividend distributed to holders of our common stock (as of the record date) on October 1, 2025, as the payment was funded on September 30, 2025.

We currently expect to pay quarterly dividends in the future, but any future dividend payments will be subject to the approval of our Board of Directors, which will depend on our financial condition, results of operations and capital requirements at the time, as well as applicable law, regulatory constraints, industry practice, and other business considerations that our Board of Directors considers relevant.

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Material Cash Requirements

The following table summarizes our future material cash requirements from known contractual or other obligations as of June 30, 2025:

The following table summarizes our future material cash requirements from known contractual or other obligations as of September 30, 2025:

Payments Due by Period

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(1) Includes principal as well as interest payments and excludes unamortized debt discount and issuance costs.

(2) Excludes the Delayed-Draw Term Loan as there were no outstanding borrowings at June 30, 2025.

See Footnote 12 “Debt” to our Financial Statements for further information.

(2) Payments based on estimated timing of cash flow associated with securitized notes receivable.

(3) Arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure, and approximate timing of the transaction.

Amounts reflected herein represent expected funding requirements under such contracts and primarily relate to future purchases of property and vacation ownership units and information technology assets (hardware and software).

Amounts reflected herein represent expected funding requirements under such contracts and primarily relate to future purchases of property and vacation ownership units, outsourced services, and arrangements related to information technology, including cloud computing.

Amounts reflected on the consolidated balance sheet as accounts payable and accrued liabilities are excluded from the table above.

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In the normal course of our resort management business, we enter into purchase commitments on behalf of owners’ associations to manage the daily operating needs of our resorts.

Since we are reimbursed for these commitments from the cash flows of the owners’ associations, these obligations have minimal impact on our net income and cash flow.

Since we are reimbursed for these commitments from the cash flows of the owners’ associations, these obligations have minimal impact on our net income or loss and cash flow.

These purchase commitments are excluded from the table above.

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The guarantees of the Senior Notes Guarantors are subject to release in limited circumstances only upon the occurrence of certain customary conditions.

The following tables present consolidating financial information as of June 30, 2025 and December 31, 2024, and for the six months ended June 30, 2025 for MVWC and MORI on a stand-alone basis (collectively, the “Issuers”), the Senior Notes Guarantors, the combined non-guarantor subsidiaries of MVWC, and MVW on a consolidated basis.

The following tables present consolidating financial information as of September 30, 2025 and December 31, 2024, and for the nine months ended September 30, 2025 for MVWC and MORI on a stand-alone basis (collectively, the “Issuers”), the Senior Notes Guarantors, the combined non-guarantor subsidiaries of MVWC, and MVW on a consolidated basis.

Condensed Consolidating Statement of Income

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated

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Condensed Consolidating Balance Sheet

As of June 30, 2025 As of December 31, 2024

As of September 30, 2025 As of December 31, 2024

Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated

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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 2. Management’s Discussion and Analysis