Item 1. Financial Statements
Item 1. Financial Statements
MARRIOTT VACATIONS WORLDWIDE CORPORATION
INTERIM CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts, and unaudited)
Three Months Ended Nine Months Ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
REVENUES
Sale of vacation ownership products $ 358 $ 387 $ 1,083 $ 1,048
Management and exchange 214 207 648 633
Rental 150 151 479 462
Financing 90 87 268 255
Cost reimbursements 451 473 1,231 1,242
TOTAL REVENUES 1,263 1,305 3,709 3,640
EXPENSES
Cost of vacation ownership products 52 54 135 145
Marketing and sales 234 228 705 677
Management and exchange 118 123 356 358
Rental 129 113 377 331
Financing 38 37 111 106
General and administrative 53 61 175 178
Depreciation and amortization 38 36 114 109
Litigation charges 4 3 16 16
Modernization 53 — 97 —
Restructuring — 1 2 4
Royalty fee 29 28 85 85
Impairment 31 — 31 2
Cost reimbursements 451 473 1,231 1,242
TOTAL EXPENSES 1,230 1,157 3,435 3,253
Gains and other income, net 11 9 48 2
Interest expense, net ( 43 ) ( 40 ) ( 125 ) ( 123 )
Transaction and integration costs — — — ( 18 )
Other — 1 — ( 1 )
INCOME BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS 1 118 197 247
Provision for income taxes ( 3 ) ( 34 ) ( 73 ) ( 79 )
NET (LOSS) INCOME ( 2 ) 84 124 168
Net income attributable to noncontrolling interests — — ( 1 ) —
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 2 ) $ 84 $ 123 $ 168
(LOSS) EARNINGS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
Basic $ ( 0.07 ) $ 2.38 $ 3.52 $ 4.74
Diluted $ ( 0.07 ) $ 2.12 $ 3.27 $ 4.31
CASH DIVIDENDS DECLARED PER SHARE $ 0.79 $ 0.76 $ 2.37 $ 2.28
See Interim Condensed Notes to Consolidated Financial Statements
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MARRIOTT VACATIONS WORLDWIDE CORPORATION
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions and unaudited)
Three Months Ended Nine Months Ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
NET (LOSS) INCOME $ ( 2 ) $ 84 $ 124 $ 168
Foreign currency translation adjustments 1 ( 12 ) ( 6 ) ( 24 )
Derivative instrument adjustment, net of tax ( 1 ) — — ( 3 )
OTHER COMPREHENSIVE LOSS, NET OF TAX — ( 12 ) ( 6 ) ( 27 )
Net income attributable to noncontrolling interests — — ( 1 ) —
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS — — ( 1 ) —
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 2 ) $ 72 $ 117 $ 141
See Interim Condensed Notes to Consolidated Financial Statements
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MARRIOTT VACATIONS WORLDWIDE CORPORATION
INTERIM CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)
Unaudited
September 30, 2025 December 31, 2024
ASSETS
Cash and cash equivalents $ 474 $ 197
Restricted cash (including $ 88 and $ 82 from VIEs, respectively)
259 331
Accounts and contracts receivable, net (including $ 15 and $ 16 from VIEs, respectively)
402 387
Vacation ownership notes receivable, net (including $ 1,896 and $ 1,917 from VIEs, respectively)
2,522 2,440
Inventory 727 735
Property and equipment, net 1,325 1,170
Goodwill 3,117 3,117
Intangibles, net 747 790
Other (including $ 160 and $ 131 from VIEs, respectively)
576 641
TOTAL ASSETS $ 10,149 $ 9,808
LIABILITIES AND EQUITY
Accounts payable $ 250 $ 343
Advance deposits 166 162
Accrued liabilities (including $ 4 and $ 4 from VIEs, respectively)
374 384
Deferred revenue 344 354
Payroll and benefits liability 203 220
Deferred compensation liability 217 195
Securitized debt, net (including $ 2,132 and $ 2,163 from VIEs, respectively)
2,107 2,136
Debt, net 3,533 3,089
Other 133 139
Deferred taxes 357 345
TOTAL LIABILITIES 7,684 7,367
Contingencies and Commitments (Note 10)
Preferred stock — $ 0.01 par value; 2,000,000 shares authorized; none issued or outstanding
— —
Common stock — $ 0.01 par value; 100,000,000 shares authorized; 75,891,531 and 75,852,678 shares issued, respectively
1 1
Treasury stock — at cost; 41,277,540 and 40,974,753 shares, respectively
( 2,403 ) ( 2,378 )
Additional paid-in capital 3,988 3,975
Accumulated other comprehensive loss ( 14 ) ( 8 )
Retained earnings 893 852
TOTAL MVW STOCKHOLDERS' EQUITY 2,465 2,442
Noncontrolling interests — ( 1 )
TOTAL EQUITY 2,465 2,441
TOTAL LIABILITIES AND EQUITY $ 10,149 $ 9,808
The abbreviation VIEs above means Variable Interest Entities.
See Interim Condensed Notes to Financial Statements
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MARRIOTT VACATIONS WORLDWIDE CORPORATION
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions and unaudited)
Nine Months Ended
September 30, 2025 September 30, 2024
OPERATING ACTIVITIES
Net income $ 124 $ 168
Adjustments to reconcile net income to net cash, cash equivalents and restricted cash provided by operating activities:
Depreciation and amortization of intangibles 114 109
Amortization of debt discount and issuance costs 18 20
Vacation ownership notes and contracts receivable reserve 165 223
Share-based compensation 28 24
Impairment charges 31 2
Foreign currency remeasurement (gain) loss ( 20 ) 2
Deferred income taxes 15 79
Net change in assets and liabilities:
Accounts and contracts receivable ( 13 ) 32
Vacation ownership notes receivable originations ( 766 ) ( 738 )
Vacation ownership notes receivable collections 519 470
Inventory 22 ( 51 )
Other assets 27 ( 2 )
Accounts payable, advance deposits and accrued liabilities ( 72 ) ( 84 )
Deferred revenue ( 12 ) ( 32 )
Payroll and benefit liabilities ( 19 ) ( 2 )
Deferred compensation liability 3 6
Other liabilities ( 6 ) ( 123 )
Purchase and development of property for future transfer to inventory ( 134 ) —
Other, net ( 2 ) 2
Net cash, cash equivalents and restricted cash provided by operating activities 22 105
INVESTING ACTIVITIES
Capital expenditures for property and equipment (excluding inventory) ( 45 ) ( 43 )
Purchase of company owned life insurance ( 14 ) ( 13 )
Purchase and development of property for future sale — ( 50 )
Other, net 2 —
Net cash, cash equivalents and restricted cash used in investing activities ( 57 ) ( 106 )
Continued
See Interim Condensed Notes to Consolidated Financial Statements
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MARRIOTT VACATIONS WORLDWIDE CORPORATION
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(In millions and unaudited)
Nine Months Ended
September 30, 2025 September 30, 2024
FINANCING ACTIVITIES
Borrowings from securitization transactions 927 1,200
Repayment of debt related to securitization transactions ( 958 ) ( 1,045 )
Proceeds from debt 1,740 1,675
Repayments of debt ( 1,296 ) ( 1,695 )
Finance lease payment ( 5 ) ( 4 )
Payment of debt and securitized debt issuance costs ( 20 ) ( 25 )
Repurchase of common stock ( 36 ) ( 45 )
Payment of dividends ( 110 ) ( 81 )
Payment of withholding taxes on vesting of restricted stock units ( 6 ) ( 6 )
Net cash, cash equivalents and restricted cash provided by (used in) financing activities 236 ( 26 )
Effect of changes in exchange rates on cash, cash equivalents and restricted cash 4 —
Change in cash, cash equivalents and restricted cash 205 ( 27 )
Cash, cash equivalents and restricted cash, beginning of period 528 574
Cash, cash equivalents and restricted cash, end of period $ 733 $ 547
SUPPLEMENTAL DISCLOSURES
Non-cash issuance of treasury stock for employee stock purchase plan $ 5 $ 4
Non-cash transfer from inventory to property and equipment 8 13
Non-cash transfer from property and equipment to inventory 10 92
Non-cash transfer from other assets to property and equipment 59 —
Non-cash transfer from property and equipment to other assets — 52
Right-of-use asset obtained in exchange for finance lease obligation 5 14
Dividends payable $ — $ 27
Interest paid, net of amounts capitalized 176 179
Income taxes paid, net of refunds 117 122
See Interim Condensed Notes to Consolidated Financial Statements
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MARRIOTT VACATIONS WORLDWIDE CORPORATION
INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions and unaudited)
Common
Stock
Issued Common
Stock Treasury
Stock Additional
Paid-In
Capital Accumulated Other Comprehensive (Loss) Income 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 — — — — 56 56 1 57
— Foreign currency translation adjustments — — — ( 1 ) — ( 1 ) — ( 1 )
— Share-based compensation plans — 8 ( 7 ) — — 1 — 1
— Repurchase of common stock — ( 36 ) — — — ( 36 ) — ( 36 )
— Dividends — — — — ( 27 ) ( 27 ) — ( 27 )
75.9 BALANCE AT MARCH 31, 2025 1 ( 2,406 ) 3,968 ( 9 ) 881 2,435 — 2,435
— Net income — — — — 69 69 — 69
— Foreign currency translation adjustments — — — ( 6 ) — ( 6 ) — ( 6 )
— Derivative instrument adjustment — — — 1 — 1 — 1
— Share-based compensation plans — 2 11 — — 13 — 13
— Dividends — — — — ( 28 ) ( 28 ) — ( 28 )
75.9 BALANCE AT JUNE 30, 2025 1 ( 2,404 ) 3,979 ( 14 ) 922 2,484 — 2,484
— Net loss — — — — ( 2 ) ( 2 ) — ( 2 )
— Foreign currency translation adjustments — — — 1 — 1 — 1
— Derivative instrument adjustment — — — ( 1 ) — ( 1 ) — ( 1 )
— Share-based compensation plans — 1 9 — — 10 — 10
— Dividends — — — — ( 27 ) ( 27 ) — ( 27 )
75.9 BALANCE AT SEPTEMBER 30, 2025 $ 1 $ ( 2,403 ) $ 3,988 $ ( 14 ) $ 893 $ 2,465 $ — $ 2,465
See Interim Condensed Notes to Consolidated Financial Statements
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MARRIOTT VACATIONS WORLDWIDE CORPORATION
INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED)
(In millions and unaudited)
Common
Stock
Issued Common
Stock Treasury
Stock Additional
Paid-In
Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total MVW Stockholders' Equity Noncontrolling Interests Total Equity
75.8 BALANCE AT DECEMBER 31, 2023 $ 1 $ ( 2,332 ) $ 3,955 $ 16 $ 742 $ 2,382 $ — $ 2,382
— 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 — — — — 37 37 1 38
— Foreign currency translation adjustments — — — ( 13 ) — ( 13 ) — ( 13 )
— Derivative instrument adjustment — — — ( 1 ) — ( 1 ) — ( 1 )
— Share-based compensation plans — 1 8 — — 9 — 9
— Repurchase of common stock — ( 12 ) — — — ( 12 ) — ( 12 )
— 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
See Interim Condensed Notes to Consolidated Financial Statements
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MARRIOTT VACATIONS WORLDWIDE CORPORATION
INTERIM CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The Interim Consolidated Financial Statements present the results of operations, financial position and cash flows of Marriott Vacations Worldwide Corporation (referred to in this report as (i) “we,” “us,” “Marriott Vacations Worldwide,” “MVW,” or the “Company,” which includes our consolidated subsidiaries except where the context of the reference is to a single corporate entity, or (ii) “MVWC,” which shall refer only to Marriott Vacations Worldwide Corporation, without its consolidated subsidiaries). In order to make this report easier to read, we refer throughout 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.” In addition, references throughout to numbered “Footnotes” refer to the numbered notes in the Financial Statements, unless otherwise noted. Capitalized terms used and not specifically defined herein have the same meanings given those terms in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”). We also use certain other terms that are defined within these Financial Statements.
The Financial Statements presented herein and discussed below include 100 % of the assets, liabilities, revenues, expenses, and cash flows of Marriott Vacations Worldwide, all entities in which Marriott Vacations Worldwide has a controlling voting interest (“subsidiaries”), and variable interest entities (“VIEs”) for which Marriott Vacations Worldwide is the primary beneficiary in accordance with consolidation accounting guidance. References in these Financial Statements to net income or loss attributable to common stockholders and MVW stockholders’ equity do not include noncontrolling interests, which represent the outside ownership of our consolidated non-wholly owned entities and are reported separately. Intercompany accounts and transactions between consolidated entities have been eliminated in consolidation.
These Financial Statements reflect our financial position, results of operations, and cash flows as prepared in conformity with United States Generally Accepted Accounting Principles (“GAAP”). 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, 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.
In our opinion, our Financial Statements reflect all normal and recurring adjustments necessary to present fairly our financial position, the results of our operations, and cash flows for the periods presented. Interim results may not be indicative of fiscal year performance because of, among other reasons, general macroeconomic conditions, including inflationary pressures and seasonal and short-term variations. These Financial Statements have not been audited. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP. Although we believe our footnote disclosures are adequate to make the information presented not misleading, the Financial Statements in this report should be read in conjunction with the consolidated financial statements and notes thereto in our 2024 Annual Report.
We refer to the business and brands that we acquired in the acquisition of ILG, LLC, formerly known as ILG, Inc. (“ILG”), in 2018 (the “ILG Acquisition”) as “Legacy-ILG.” We refer to the business we conducted prior to the ILG Acquisition and the associated brands as “Legacy-MVW.” We refer to the business and brand that we acquired in the acquisition of Welk Hospitality Group, Inc. (“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 branded businesses and the term “Hyatt Vacation Ownership” to refer to our Hyatt branded business.
We have reclassified certain prior year amounts to conform with our current year presentation, and 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.
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2. SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS
Future Adoption of Accounting Standards
Accounting Standards Update 2023-09 – “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”)
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 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 ASU 2024-04 will have on our financial statements and related disclosures and expect to adopt this update on January 1, 2026.
Accounting Standards Update 2025-05 - “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”)
In July 2025, the FASB issued ASU 2025-05, which introduces a practical expedient for estimating expected credit losses on current accounts receivable and contract assets. Under this expedient, entities may assume that conditions existing at the balance sheet date will persist for the remaining life of the asset, which simplifies the estimation process by eliminating the need to forecast future economic conditions for short-term assets. This update is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods, and is to be adopted on a prospective basis, with early adoption permitted. We are evaluating the impact that the adoption of ASU 2025-05 will have on our financial statements and related disclosures and expect to adopt this update on January 1, 2026,
3. ACQUISITIONS
Khao Lak, Thailand
During the second quarter of 2025, we acquired 52 completed vacation ownership units located in Khao Lak, Thailand for $ 50 million and included it in Property and equipment, net. We paid $ 43 million in cash consideration during the second quarter of 2025. Additionally, during the second quarter of 2025, we reclassified $ 7 million of deposits paid in 2024 in connection with the project from Other assets to Property and equipment, net.
Waikiki, Hawaii
During the third quarter of 2025, we acquired 48 completed vacation ownership units located at our Marriott Vacation Club, Waikiki property for $ 82 million. The transaction was accounted for as an asset acquisition with $ 80 million of the purchase price allocated to Property and Equipment, net, representing the portion of vacation ownership units purchased that are not registered and available for sale in their current form, and the remaining $ 2 million was 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.
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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, as all of the vacation ownership units were registered and available for sale in their current form.
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 the acquired property is included in Property and equipment, net on our Balance Sheet as of September 30, 2025.
4. REVENUE AND RECEIVABLES
Sources of Revenue by Segment
Three Months Ended September 30, 2025
($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total
Sale of vacation ownership products $ 358 $ — $ — $ 358
Ancillary revenues 69 1 — 70
Management fee revenues 56 2 ( 1 ) 57
Exchange and other services revenues 33 40 14 87
Management and exchange 158 43 13 214
Rental 142 8 — 150
Cost reimbursements 462 2 ( 13 ) 451
Revenue from contracts with customers 1,120 53 — 1,173
Financing 90 — — 90
Total Revenues $ 1,210 $ 53 $ — $ 1,263
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
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Nine Months Ended September 30, 2025
($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total
Sale of vacation ownership products $ 1,083 $ — $ — $ 1,083
Ancillary revenues 209 3 — 212
Management fee revenues 166 6 ( 2 ) 170
Exchange and other services revenues 103 121 42 266
Management and exchange 478 130 40 648
Rental 451 28 — 479
Cost reimbursements 1,253 6 ( 28 ) 1,231
Revenue from contracts with customers 3,265 164 12 3,441
Financing 268 — — 268
Total Revenues $ 3,533 $ 164 $ 12 $ 3,709
Nine Months Ended September 30, 2024
($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total
Sale of vacation ownership products $ 1,048 $ — $ — $ 1,048
Ancillary revenues 203 3 — 206
Management fee revenues 155 10 ( 3 ) 162
Exchange and other services revenues 99 128 38 265
Management and exchange 457 141 35 633
Rental 430 32 — 462
Cost reimbursements 1,268 6 ( 32 ) 1,242
Revenue from contracts with customers 3,203 179 3 3,385
Financing 255 — — 255
Total Revenues $ 3,458 $ 179 $ 3 $ 3,640
Timing of Revenue from Contracts with Customers by Segment
The following tables detail the timing of revenue from contracts with customers by segment for the time periods presented.
Three Months Ended September 30, 2025
($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total
Services transferred over time $ 691 $ 20 $ — $ 711
Goods or services transferred at a point in time 429 33 — 462
Revenue from contracts with customers $ 1,120 $ 53 $ — $ 1,173
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
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Nine Months Ended September 30, 2025
($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total
Services transferred over time $ 1,959 $ 62 $ 12 $ 2,033
Goods or services transferred at a point in time 1,306 102 — 1,408
Revenue from contracts with customers $ 3,265 $ 164 $ 12 $ 3,441
Nine Months Ended September 30, 2024
($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total
Services transferred over time $ 1,940 $ 67 $ 3 $ 2,010
Goods or services transferred at a point in time 1,263 112 — 1,375
Revenue from contracts with customers $ 3,203 $ 179 $ 3 $ 3,385
Sale of Vacation Ownership Products
Revenues were reduced during the third quarter and first three quarters of 2025 by $ 2 million and $ 8 million, respectively, 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, 2025 or December 31, 2024.
($ in millions) At September 30, 2025 At December 31, 2024
Receivables from Contracts with Customers
Accounts and contracts receivable, net $ 220 $ 250
Vacation ownership notes receivable, net 2,522 2,440
$ 2,742 $ 2,690
Contract Liabilities
Advance deposits $ 166 $ 162
Deferred revenue 344 354
$ 510 $ 516
Revenue recognized during the third quarter and first three quarters of 2025 that was included in our contract liabilities balance at December 31, 2024 was $ 70 million and $ 271 million, respectively.
Remaining Performance Obligations
Our recorded contract liabilities represent the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2025. At September 30, 2025, approximately 85 % of the recorded contract liabilities are expected to be recognized as revenue over the next two years .
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Accounts and Contracts Receivable
Accounts and contracts receivable is composed of amounts due from customers, primarily owners’ associations, resort developers, owners and members, credit card receivables, interest receivables, amounts due from taxing authorities, indemnification assets, and other miscellaneous receivables. The following table shows the composition of our accounts and contracts receivable balances:
($ in millions) At September 30, 2025 At December 31, 2024
Receivables from contracts with customers, net $ 220 $ 250
Interest receivable 20 20
Tax receivable 106 57
Indemnification assets 38 34
Employee tax credit receivable 5 10
Other 13 16
$ 402 $ 387
5. INCOME TAXES
Our provision for income taxes is calculated using an estimated annual effective tax rate (“AETR”), which is based upon projected annual income or loss, including anticipated losses in certain jurisdictions, non-deductible expenses under applicable federal and local tax laws, statutory rates, and planned tax strategies across the jurisdictions in which we operate. Certain items that do not relate directly to ordinary income are excluded from the AETR and are recognized in the period in which they occur.
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 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.
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. 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 related to prior year true-up adjustments.
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 $ 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 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.
Our income tax returns remain subject to examination by the relevant tax authorities. Certain returns are currently under audit in various jurisdictions for tax years 2007 through 2022. The amount of the unrecognized tax benefits may change within the next twelve months as a result of audits or resolution of audit-related matters.
During the third quarter of 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, making several provisions of the Tax Cuts and Jobs Act permanent. Under Accounting Standards Codification (“ASC”) 740, “ Income Taxes ,” the effects of changes in tax laws must be recognized in the period of enactment. We have evaluated the impact of OBBBA and do not anticipate that it will have a material impact on our financial statements.
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6. VACATION OWNERSHIP NOTES RECEIVABLE
The following table shows the composition of our vacation ownership notes receivable balances, net of reserves.
September 30, 2025 December 31, 2024
($ in millions) Originated Acquired Total Originated Acquired Total
Securitized $ 1,832 $ 64 $ 1,896 $ 1,824 $ 93 $ 1,917
Eligible for securitization (1)
144 1 145 92 2 94
Not eligible for securitization (1)
472 9 481 417 12 429
Non-securitized 616 10 626 509 14 523
Total
$ 2,448 $ 74 $ 2,522 $ 2,333 $ 107 $ 2,440
(1) Refer to Footnote 7 “Financial Instruments” for discussion of eligibility of our vacation ownership notes receivable for securitization.
We reflect interest income associated with vacation ownership notes receivable on our Income Statements in the Financing revenues caption. The following table summarizes interest income associated with vacation ownership notes receivable.
Three Months Ended Nine Months Ended
($ in millions) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Interest income - securitized vacation ownership notes receivable
$ 74 $ 72 $ 221 $ 215
Interest income - non-securitized vacation ownership notes receivable
14 11 39 31
Total interest income associated with vacation ownership notes receivable $ 88 $ 83 $ 260 $ 246
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 second quarter of 2024, we increased our sales reserve by $ 70 million to reflect the then-current macroeconomic conditions, including the cumulative impact of inflation on consumers and the related impact on year-over-year increases in maintenance fees for 2023 and 2024, which we believed were driving continued elevated delinquencies and default rates, higher consumer debt levels, continued high interest rates, uncertainty around timing and frequency of interest rate adjustments, and continued mixed economic indicators. Beginning in the third quarter of 2024, we also increased our sales reserve rate to reflect higher expected cumulative losses on new originations, consistent with more recent trends. 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.
Credit Quality Indicators - Vacation Ownership Notes Receivable
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 727 and 725 , at September 30, 2025 and December 31, 2024, respectively, based upon the FICO score of the borrower at the time of origination.
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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, 2025.
Originated Vacation Ownership Notes Receivable
($ in millions) Non-Securitized Securitized Total
2025, remaining $ 24 $ 35 $ 59
2026 90 148 238
2027 72 156 228
2028 65 162 227
2029 55 165 220
Thereafter 310 1,166 1,476
Balance at September 30, 2025 $ 616 $ 1,832 $ 2,448
Weighted average stated interest rate 11.9 % 13.3 % 12.9 %
Range of stated interest rates 0.0 % to 20.9 %
0.0 % to 20.9 %
0.0 % to 20.9 %
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 three quarters of 2025.
Originated Vacation Ownership Notes Receivable Reserve
($ in millions) Non-Securitized Securitized Total
Balance at December 31, 2024 $ 252 $ 275 $ 527
Increase in vacation ownership notes receivable reserve
125 38 163
Securitizations ( 139 ) 139 —
Clean-up call 58 ( 58 ) —
Write-offs ( 166 ) — ( 166 )
Defaulted vacation ownership notes receivable repurchase activity (1)
117 ( 117 ) —
Balance at September 30, 2025 $ 247 $ 277 $ 524
(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, 2025
($ in millions) 700 + 600 - 699 < 600 No Score Total
Marriott Vacation Ownership $ 1,588 $ 636 $ 58 $ 401 $ 2,683
Hyatt Vacation Ownership 208 75 3 3 289
$ 1,796 $ 711 $ 61 $ 404 $ 2,972
Originated Vacation Ownership Notes Receivable as of December 31, 2024
($ in millions) 700 + 600 - 699 < 600 No Score Total
Marriott Vacation Ownership $ 1,513 $ 634 $ 58 $ 365 2,570
Hyatt Vacation Ownership 210 75 2 3 290
$ 1,723 $ 709 $ 60 $ 368 $ 2,860
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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, 2025, and gross write-offs by brand for the first three quarters of 2025.
Originated Vacation Ownership Notes Receivable - Marriott Vacation Ownership
($ in millions) 2025 2024 2023 2022 2021 & Prior Total
700 + $ 419 $ 440 $ 272 $ 196 $ 261 $ 1,588
600 - 699 132 158 115 92 139 636
< 600 13 15 10 8 12 58
No Score 150 117 63 30 41 401
$ 714 $ 730 $ 460 $ 326 $ 453 $ 2,683
Gross write-offs $ 4 $ 29 $ 44 $ 27 $ 35 $ 139
Originated Vacation Ownership Notes Receivable - Hyatt Vacation Ownership
($ in millions) 2025 2024 2023 2022 2021 & Prior Total
700 + $ 69 $ 54 $ 38 $ 30 $ 17 $ 208
600 - 699 23 21 14 11 6 75
< 600 2 1 — — — 3
No Score 1 1 1 — — 3
$ 95 $ 77 $ 53 $ 41 $ 23 $ 289
Gross write-offs $ — $ 8 $ 8 $ 8 $ 3 $ 27
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 $ 6 million reserve, and interest rates for our acquired vacation ownership notes receivable at September 30, 2025.
Acquired Vacation Ownership Notes Receivable
($ in millions) Non-Securitized Securitized Total
2025, remaining $ 3 $ 5 $ 8
2026 2 18 20
2027 2 14 16
2028 1 9 10
2029 1 6 7
Thereafter 1 12 13
Balance at September 30, 2025 $ 10 $ 64 $ 74
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 %
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, 2025
($ in millions) 700+ 600 - 699 < 600 No Score Total
Marriott Vacation Ownership $ 21 $ 15 $ 2 $ 3 $ 41
Hyatt Vacation Ownership 24 15 — — 39
$ 45 $ 30 $ 2 $ 3 $ 80
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
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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 13.45 % as of September 30, 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 $ 15 million as of September 30, 2025 and $ 14 million as of 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.
Vacation Ownership Notes Receivable
($ in millions) Non-Securitized Securitized Total
Investment in vacation ownership notes receivable on non-accrual status at September 30, 2025
$ 164 $ 19 $ 183
Investment in vacation ownership notes receivable on non-accrual status at December 31, 2024
$ 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, 2025 and December 31, 2024.
As of September 30, 2025 As of December 31, 2024
($ in millions) Non-Securitized Securitized Total Non-Securitized Securitized Total
31 – 90 days past due $ 21 $ 60 $ 81 $ 29 $ 74 $ 103
91 – 120 days past due 7 16 23 11 19 30
Greater than 120 days past due 157 3 160 160 5 165
Total past due 185 79 264 200 98 298
Current 690 2,098 2,788 579 2,099 2,678
Total vacation ownership notes receivable $ 875 $ 2,177 $ 3,052 $ 779 $ 2,197 $ 2,976
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7. FINANCIAL INSTRUMENTS
The following table shows the carrying values and the estimated fair values of financial assets and liabilities that qualify as financial instruments, determined in accordance with the authoritative guidance for disclosures regarding the fair value of financial instruments. Considerable judgment is required in interpreting market data to develop estimates of fair value. The use of different market assumptions and/or estimation methodologies could have a material effect on the estimated fair value amounts. 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, Accrued liabilities, and derivative instruments, all of which had fair values approximating their carrying amounts due to the short maturities and liquidity of these instruments.
At September 30, 2025 At December 31, 2024
($ in millions) Carrying Amount
Fair Value
Carrying Amount
Fair Value
Vacation ownership notes receivable, net $ 2,522 $ 2,593 $ 2,440 $ 2,508
Contracts receivable for financed VOI sales, net 85 85 46 46
Other assets 160 160 131 131
Total financial assets $ 2,767 $ 2,838 $ 2,617 $ 2,685
Securitized debt, net $ ( 2,107 ) $ ( 2,163 ) $ ( 2,136 ) $ ( 2,147 )
Term Loan, net ( 781 ) ( 790 ) ( 786 ) ( 796 )
Revolving Corporate Credit Facility, net — — ( 122 ) ( 125 )
2028 Notes, net ( 348 ) ( 345 ) ( 348 ) ( 336 )
2029 Notes, net ( 497 ) ( 482 ) ( 496 ) ( 467 )
2033 Notes, net ( 567 ) ( 574 ) — —
2026 Convertible Notes, net ( 574 ) ( 567 ) ( 572 ) ( 546 )
2027 Convertible Notes, net ( 568 ) ( 551 ) ( 566 ) ( 541 )
Total financial liabilities $ ( 5,442 ) $ ( 5,472 ) $ ( 5,026 ) $ ( 4,958 )
Vacation Ownership Notes Receivable
At September 30, 2025 At December 31, 2024
($ in millions) Carrying Amount
Fair Value
Carrying Amount
Fair Value
Securitized $ 1,896 $ 1,962 $ 1,917 $ 1,981
Eligible for securitization 145 150 94 98
Not eligible for securitization 481 481 429 429
Non-securitized 626 631 523 527
Total
$ 2,522 $ 2,593 $ 2,440 $ 2,508
We estimate the fair value of our vacation ownership notes receivable that have been securitized using a discounted cash flow model. We believe this is comparable to the model that an independent third party would use in the current market. Our model uses default rates, prepayment rates, coupon rates, and loan terms for our securitized vacation ownership notes receivable portfolio as key drivers of risk and relative value to determine the fair value of the underlying vacation ownership notes receivable. We concluded that this fair value measurement should be categorized within Level 3.
Due to factors that impact the general marketability of our vacation ownership notes receivable that have not been securitized, as well as current market conditions, we bifurcate our non-securitized vacation ownership notes receivable at each balance sheet date into those eligible and not eligible for securitization using criteria applicable to current securitization transactions in the asset-backed securities (“ABS”) market. Generally, vacation ownership notes receivable are considered not eligible for securitization if any of the following attributes are present: (1) payments are greater than 30 days past due; (2) the first payment has not been received; 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.
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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. We estimate the fair value of the portion of our vacation ownership notes receivable that have not been securitized that we believe will ultimately be securitized in the same manner as vacation ownership notes receivable that have been securitized. We value the remaining vacation ownership notes receivable that have not been securitized at their carrying value, rather than using our pricing model. We believe that the carrying value of these particular vacation ownership notes receivable approximates fair value because the stated, or otherwise imputed, interest rates of these loans are generally consistent with current market rates and the reserve for these vacation ownership notes receivable appropriately accounts for risks in default rates, prepayment rates, discount rates, and loan terms. We concluded that this fair value measurement should be categorized within Level 3.
Contracts Receivable for Financed VOI Sales
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
Other assets include $ 160 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 September 30, 2025 and December 31, 2024, respectively, that are held in a rabbi trust. The rabbi trust is considered a VIE, which we consolidate because we are the primary beneficiary as we direct the activities of the trust and are the beneficiary of the trust. The carrying value of the COLI policies is equal to their cash surrender value (Level 2 inputs).
Securitized Debt
We generate cash flow estimates by modeling all bond tranches for our active vacation ownership notes receivable securitization transactions, with consideration for the collateral specific to each tranche. The key drivers in our analysis include default rates, prepayment rates, bond interest rates, and other structural factors, which we use to estimate the projected cash flows. In order to estimate market credit spreads by rating, we obtain indicative credit spreads from investment banks that actively issue and facilitate the market for vacation ownership securities and determine an average credit spread by rating level of the different tranches. We then apply those estimated market spreads to swap rates in order to estimate an underlying discount rate for calculating the fair value of the active bonds payable. We concluded that this fair value measurement should be categorized within Level 3.
Term Loan
We estimate the fair value of our Term Loan (as defined in Footnote 12 “Debt”) using quotes from securities dealers as of the last trading day for the quarter; however, this loan has only a limited trading history and volume, and as such, this fair value estimate is not necessarily indicative of the value at which the Term Loan could be retired or transferred. We concluded that this fair value measurement should be categorized within Level 3.
Revolving Corporate Credit Facility
We estimate that the gross carrying value of our Revolving Corporate Credit Facility (as defined in Footnote 12 “Debt”) approximates fair value as the contractual interest rate is variable plus an applicable margin. We concluded that this fair value measurement should be categorized within Level 3.
Senior Notes
We estimate the fair value of our 2028 Notes, 2029 Notes, and 2033 Notes (each as defined in Footnote 12 “Debt”) 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 these notes could be retired or transferred. We concluded that this fair value measurement should be categorized within Level 2.
Convertible Notes
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. We concluded that this fair value measurement should be categorized within Level 2.
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8. EARNINGS PER SHARE
Basic earnings or loss per share attributable to common stockholders is calculated by dividing net income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the reporting period. Diluted earnings or loss per share attributable to common stockholders is calculated to give effect to all potentially dilutive common shares that were outstanding during the reporting period, except in periods when there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect. The dilutive effect of outstanding equity-based compensation awards is reflected in diluted earnings or loss per share applicable to common stockholders by application of the treasury stock method.
The tables below illustrate the reconciliation of the earnings or loss and number of shares used in our calculation of basic and diluted earnings or loss per share attributable to common stockholders.
Three Months Ended Nine Months Ended
(in millions, except per share amounts) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Net (loss) income attributable to common stockholders
$ ( 2 ) $ 84 $ 123 $ 168
Shares for basic (loss) earnings per share
34.9 35.3 35.0 35.4
Basic (loss) earnings per share
$ ( 0.07 ) $ 2.38 $ 3.52 $ 4.74
Three Months Ended Nine Months Ended
(in millions, except per share amounts) September 30, 2025 September 30, 2024 (1)
September 30, 2025 (1)
September 30, 2024 (1)
Net (loss) income attributable to common stockholders
$ ( 2 ) $ 84 $ 123 $ 168
Add back of interest expense related to convertible notes, net of tax (2)
— 5 14 14
Numerator used to calculate diluted (loss) earnings per share
$ ( 2 ) $ 89 $ 137 $ 182
Shares for basic (loss) earnings per share
34.9 35.3 35.0 35.4
Effect of dilutive shares outstanding (3)
Restricted stock units — 0.1 0.2 0.1
2026 Convertible Notes
— 3.6 3.7 3.6
2027 Convertible Notes
— 3.1 3.0 3.0
Shares for diluted (loss) earnings per share
34.9 42.1 41.9 42.1
Diluted (loss) earnings per share
$ ( 0.07 ) $ 2.12 $ 3.27 $ 4.31
(1) The computations of diluted earnings per share attributable to common stockholders above exclude approximately 645,000 and 393,000 shares of common stock, the maximum number of shares issuable as of September 30, 2025 and September 30, 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.
(2) For the third quarter of 2025, $ 4 million of interest expense related to convertible notes, net of tax, was excluded from the above calculation of diluted net loss per share attributable to common stockholders as the effects would have been anti-dilutive.
(3) For the third quarter of 2025, the following potentially dilutive securities were excluded from the above calculation of diluted net loss per share attributable to common stockholders as the effects of including these securities would have been anti-dilutive.
(in millions, except per share amounts) Three Months Ended
September 30, 2025
Restricted stock units 0.3
2026 Convertible Notes 3.8
2027 Convertible Notes 3.0
7.1
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In accordance with the applicable accounting guidance for calculating earnings per share, for the first three quarters of 2025, we excluded from our calculation of diluted earnings per share 643,167 shares underlying stock appreciation rights (“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 the third quarter of 2024, we excluded from our calculation of diluted earnings per share 695,868 shares underlying 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.
9. INVENTORY
The following table shows the composition of our inventory balances:
($ in millions) At September 30, 2025 At December 31, 2024
Real estate inventory (1)
$ 717 $ 725
Other 10 10
$ 727 $ 735
(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 $ 35 million during the first three quarters of 2025 and $ 28 million during the first three quarters of 2024.
In addition to the above, at September 30, 2025 and December 31, 2024, we had $ 398 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.
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. We estimated the fair value less cost to sell using the market approach, based primarily on Level 3 inputs, including a non-binding offer from a third party.
We also had deposits on future purchases of inventory of $ 35 million at September 30, 2025, of which $ 30 million was included in Other assets and $ 5 million was included in Accounts and contracts receivable, net on our Balance Sheet, and $ 33 million at December 31, 2024, of which $ 29 million was included in Other assets and $ 4 million was included in Accounts and contracts receivable, net on our Balance Sheet .
10. CONTINGENCIES AND COMMITMENTS
Commitments and Letters of Credit
As of September 30, 2025, we had the following commitments outstanding:
• We have various agreements for cloud computing and outsourcing of development, maintenance and support related to information technology that we use in the normal course of business. We expect aggregate obligations under these contracts of $ 145 million, of which we expect $ 48 million, $ 49 million, $ 25 million, $ 10 million, $ 5 million and $ 8 million will be paid in the remainder of 2025, 2026, 2027, 2028, 2029, and thereafter, respectively.
• We have remaining commitments of $ 28 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 2027 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 2026 and $ 1 million in 2027.
• We expect to complete the acquisition of 26 vacation ownership units in 2027 pursuant to the other commitment, and to make remaining payments with respect to these units when specific construction milestones are completed as follows: $ 2 million in 2025, $ 14 million in 2026, and $ 1 million in 2027.
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• 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 2027, and we expect to make remaining payments with respect to these units when specific construction milestones are completed as follows: $ 35 million in 2026, and $ 2 million in 2027.
• We have a commitment 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 of $ 122 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 2025 and 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, 2025, we had $ 14 million of letters of credit outstanding under our Revolving Corporate Credit Facility (as defined in Footnote 12 “Debt”), of which $ 13 million were related to and in lieu of reserves required for certain of our outstanding securitization transactions. In addition, as of September 30, 2025, we had $ 9 million in letters of credit outstanding that were related to and in lieu of reserves required for a certain other outstanding securitization transaction, which were not issued pursuant to, nor do they impact our borrowing capacity under, the Revolving Corporate Credit Facility.
Surety bonds issued as of September 30, 2025 totaled $ 122 million, the majority of which were requested by federal, state or local governments in connection with our operations.
Guarantees
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. The agreement will terminate on the earlier of: 1) sale of 95 % of the total ownership interests in the owners’ association; or 2) written notification of termination by either party. At September 30, 2025, our expected commitment for the remainder of 2025 is $ 6 million, which will ultimately be recorded as a component of rental expense on our income statement.
Loss Contingencies
In the ordinary course of our business, various claims and lawsuits have been filed or are pending against us. A number of these lawsuits and claims may exist at any given time. 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. In making such determinations, we evaluate, among other things, the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, our ability to make a reasonable estimate of loss. We review these accruals each reporting period and make revisions based on changes in facts and circumstances.
We have accrued for certain pending claims and lawsuits, but the amount accrued is not material individually or in the aggregate. For matters not requiring accrual, we do not believe that the ultimate outcome of such matters, individually or in the aggregate, will materially harm our financial position, cash flows, or overall trends in results of operations based on information currently available. However, legal proceedings are inherently uncertain, and while we believe that our accruals, where required, are adequate and/or we have valid defenses to the claims asserted, unfavorable rulings could occur that could, individually or in the aggregate, have a material adverse effect on our business, financial condition, or operating results.
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11. SECURITIZED DEBT
The following table provides detail on our securitized debt, net of unamortized debt discount and issuance costs.
($ in millions) At September 30, 2025 At December 31, 2024
Vacation ownership notes receivable securitizations, gross (1)
$ 1,876 $ 2,039
Unamortized debt discount and issuance costs ( 23 ) ( 25 )
1,853 2,014
Warehouse Credit Facility, gross (2)
256 124
Unamortized debt issuance costs
( 2 ) ( 2 )
254 122
$ 2,107 $ 2,136
(1) Interest rates as of September 30, 2025 range from 1.5 % to 6.6 %, with a weighted average interest rate of 4.8 %.
(2) Effective interest rate as of September 30, 2025 was 5.5 %.
All of our securitized debt is non-recourse. See Footnote 15 “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, 2025.
Vacation Ownership
Notes Receivable Securitizations Warehouse Credit
Facility (1)
Total
($ in millions)
Payment Year
2025, remaining $ 43 $ 3 $ 46
2026 169 14 183
2027 173 15 188
2028 174 224 398
2029 171 — 171
Thereafter 1,146 — 1,146
$ 1,876 $ 256 $ 2,132
(1) Excludes future Warehouse Credit Facility renewals or refinancing through ABS transactions.
Vacation Ownership Notes Receivable Securitizations
Each of the securitized vacation ownership notes receivable transactions contains various triggers relating to the performance of the underlying vacation ownership notes receivable. 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 2025, and as of September 30, 2025, we had 11 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 second 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 issued 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: $ 277 million of Class A Notes, $ 93 million of Class B Notes, and $ 80 million of Class C Notes. 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 (as defined below) and for other general corporate purposes.
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Warehouse Credit Facility
Our warehouse credit facility (the “Warehouse Credit Facility”), which has a borrowing capacity of $ 500 million, allows for the securitization of vacation ownership notes receivable on a revolving non-recourse basis. During the second quarter of 2025, we amended certain agreements associated with our Warehouse Credit Facility (the “Warehouse Amendment”). The Warehouse Amendment extended the revolving period of the Warehouse Credit Facility from June 11, 2026 to June 11, 2027, and changed the credit spread from 115 basis points over the Secured Overnight Financing Rate (“SOFR”) to 110 basis points over SOFR. The Warehouse Amendment made no other material changes to the Warehouse Credit Facility.
12. DEBT
The following table provides detail on our debt balances, net of unamortized debt discount and issuance costs.
($ in millions) At September 30, 2025 At December 31, 2024
Corporate Credit Facility
Term Loan (1)
$ 790 $ 796
Unamortized debt discount and issuance costs ( 9 ) ( 10 )
781 786
Revolving Corporate Credit Facility (2)
— 125
Unamortized debt issuance costs
— ( 3 )
— 122
Senior Unsecured Notes
2028 Notes 350 350
Unamortized debt discount and issuance costs ( 2 ) ( 2 )
348 348
2029 Notes 500 500
Unamortized debt discount and issuance costs ( 3 ) ( 4 )
497 496
2033 Notes 575 —
Unamortized debt discount and issuance costs ( 8 ) —
567 —
Convertible Notes
2026 Convertible Notes 575 575
Unamortized debt issuance costs ( 1 ) ( 3 )
574 572
2027 Convertible Notes 575 575
Unamortized debt issuance costs ( 7 ) ( 9 )
568 566
Finance Leases 198 199
$ 3,533 $ 3,089
(1) The effective interest rate as of September 30, 2025 was 6.4 %.
(2) Excludes $ 5 million of unamortized debt issuance costs classified as a component of Other Assets on our Balance Sheet as of September 30, 2025, as no cash borrowings were outstanding under the Revolving Corporate Credit facility at that time.
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The following table shows scheduled principal payments for our debt, excluding finance leases, as of September 30, 2025.
Payments Year
($ in millions) Remaining 2025 2026 2027 2028 2029 Thereafter Total
Term Loan $ 2 $ 8 $ 8 $ 8 $ 8 $ 756 $ 790
2028 Notes — — — 350 — — 350
2029 Notes — — — — 500 — 500
2033 Notes — — — — — 575 575
2026 Convertible Notes — 575 — — — — 575
2027 Convertible Notes — — 575 — — — 575
$ 2 $ 583 $ 583 $ 358 $ 508 $ 1,331 $ 3,365
Corporate Credit Facility
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”), 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, which was subsequently terminated in the third quarter of 2025 in connection with the issuance of the 2033 Notes (as defined and discussed below). We did not draw on the Delayed-Draw Term Loan at any time.
During the second quarter of 2025, we entered into a $ 300 million interest rate swap pursuant to which we pay interest at a fixed rate of 3.344 % and receive interest at a floating rate (SOFR) through May 2027 to hedge a portion of our interest rate risk on the Term Loan. This interest rate swap has been designated and qualifies as a cash flow hedge of interest rate risk and is recorded in Other Assets on our Balance Sheets as of September 30, 2025. We characterize payments we make or receive in connection with this derivative instrument 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 2025 and 2024. There were no reclassifications to the Income Statement for any of the periods presented below.
($ in millions) 2025 2024
Derivative instrument adjustment balance, January 1 $ — $ 3
Other comprehensive loss before reclassifications — ( 2 )
Derivative instrument adjustment balance, March 31 — 1
Other comprehensive gain (loss) before reclassifications 1 ( 1 )
Derivative instrument adjustment balance, June 30 1 —
Other comprehensive loss before reclassifications ( 1 ) —
Derivative instrument adjustment balance, September 30 $ — $ —
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Senior Notes
Our senior notes include:
• $ 350 million aggregate principal amount of 4.750 % Senior Unsecured Notes due 2028 issued in the fourth quarter of 2019 with a maturity date of January 15, 2028 (the “2028 Notes”).
• $ 500 million aggregate principal amount of 4.500 % Senior Unsecured Notes due 2029 issued in the second quarter of 2021 with a maturity date of June 15, 2029 (the “2029 Notes”).
• $ 575 million aggregate principal amount of 6.500 % Senior Unsecured Notes due 2033 issued in the third quarter of 2025 with a maturity date of October 1, 2033 (the “2033 Notes”).
Issuance of Senior Unsecured Notes
The 2033 Notes were issued under an indenture dated September 18, 2025 with The Bank of New York Mellon Trust Company, N.A., as trustee. We received net proceeds of $ 567 million from the offering, after deducting the underwriting fees and transaction expenses. We intend to use these net proceeds to repay our 2026 Convertible Notes (as defined below). We will pay interest on the 2033 Notes on April 1 and October 1 of each year, commencing on April 1, 2026. We may redeem some or all of the 2033 Notes prior to maturity under the terms provided in the indenture.
Convertible Notes
2026 Convertible Notes
During 2021, we issued $ 575 million aggregate principal amount of convertible senior notes (the “2026 Convertible Notes”) that bear interest at a rate of 0.00 %. 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, 2025 to 6.5958 shares of common stock per $1,000 principal amount of 2026 Convertible Notes (equivalent to a conversion price of $ 151.61 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, 2025, the effective interest rate was 0.55 %. Amortization of debt issuance costs related to the 2026 Convertible Notes was less than $ 1 million during each of the third quarters of 2025 and 2024, and $ 2 million during the first three 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 3.8 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 3.8 million shares of our common stock, in each case, as of September 30, 2025. The strike prices of the 2026 Convertible Note Hedges and the 2026 Warrants were subject to adjustment to $ 151.61 and $ 189.51 , respectively, as of September 30, 2025, and no 2026 Convertible Note Hedges or 2026 Warrants have been exercised.
2027 Convertible Notes
During 2022, we issued $ 575 million aggregate principal amount of convertible senior notes (the “2027 Convertible Notes”) that bear interest at a rate of 3.25 %. 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, 2025 to 5.3026 shares of common stock per $1,000 principal amount of 2027 Convertible Notes (equivalent to a conversion price of $ 188.59 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, 2025, the effective interest rate was 3.88 %.
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The following table provides the components of interest expense related to the 2027 Convertible Notes.
Three Months Ended Nine Months Ended
($ in millions) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Contractual interest expense $ 5 $ 5 $ 14 $ 14
Amortization of debt issuance costs — — 2 2
$ 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, 2025. The strike prices of the 2027 Convertible Note Hedges and the 2027 Warrants were subject to adjustment to $ 188.59 and $ 284.65 , respectively, as of September 30, 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 entities), subject to certain exceptions. In addition, the Corporate Credit Facility, the 2026 Convertible Notes, the 2027 Convertible Notes, the 2028 Notes, the 2029 Notes, and the 2033 Notes are guaranteed by MVWC and certain of our direct and indirect, existing and future, domestic subsidiaries, excluding certain bankruptcy remote special purpose entities.
13. STOCKHOLDERS’ EQUITY
Marriott Vacations Worldwide has 100,000,000 authorized shares of common stock, par value of $ 0.01 per share. At September 30, 2025, there were 75,891,531 shares of Marriott Vacations Worldwide common stock issued, of which 34,613,991 shares were outstanding and 41,277,540 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, 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, 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. The specific timing, amount and other terms of the repurchases will depend on market conditions, corporate and regulatory requirements, contractual restrictions, and other factors. In connection with the current Share Repurchase Program, we are authorized to adopt one or more plans pursuant to the provisions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The authorization for the current Share Repurchase Program may be suspended, terminated, increased or decreased by our Board of Directors at any time without prior notice. Acquired shares of our common stock are currently held as treasury shares and carried at cost in our Financial Statements.
The following table summarizes share repurchase activity under our Share Repurchase Program:
($ in millions, except per share amounts) Number of Shares Repurchased Cost Basis of Shares Repurchased Average Price
Paid per Share
As of December 31, 2024 25,790,550 $ 2,461 $ 95.40
For the first three quarters of 2025 496,484 36 $ 73.09
As of September 30, 2025 26,287,034 $ 2,497 $ 94.98
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Dividends
We declared cash dividends to holders of our common stock during the first three quarters 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. There can be no assurance that we will pay dividends in the future.
Declaration Date Stockholder Record Date
Distribution Date Dividend per Share
February 20, 2025 March 5, 2025 March 19, 2025 $ 0.79
May 12, 2025 May 23, 2025 June 6, 2025 $ 0.79
September 3, 2025 September 17, 2025 October 1, 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.
14. SHARE-BASED COMPENSATION
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: (1) restricted stock and restricted stock units (“RSUs”) of our common stock, (2) stock appreciation rights (“SARs”) relating to our common stock, and (3) stock options to purchase our common stock. A total of approximately 3 million shares were authorized for issuance pursuant to grants under the MVW Equity Plan. As of September 30, 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, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Service-based RSUs $ 7 $ 7 $ 23 $ 23
Performance-based RSUs 1 — 3 ( 1 )
8 7 26 22
SARs 1 1 2 2
$ 9 $ 8 $ 28 $ 24
The following table details our deferred compensation costs related to unvested awards:
($ in millions) At September 30, 2025 At December 31, 2024
Service-based RSUs $ 32 $ 24
Performance-based RSUs 11 5
43 29
SARs 2 1
$ 45 $ 30
Restricted Stock Units
We granted 530,192 service-based RSUs, which are subject to time-based vesting conditions, with a weighted average grant-date fair value of $ 64.39 , to our employees and non-employee directors during the first three quarters of 2025. During the first three quarters of 2025, we also granted performance-based RSUs, which are subject to performance-based vesting conditions, to members of management. A maximum of 423,863 RSUs may be earned under the performance-based RSU awards granted during the first three quarters of 2025.
Stock Appreciation Rights
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 three quarters of 2025. We use the Black-Scholes model to estimate the fair value of the SARs granted. The expected stock price volatility was calculated based on the average of the historical and implied volatility of our stock price. The average expected term was calculated using the simplified method, as we have insufficient historical information to provide a basis for estimating average expected term. The risk-
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free interest rate was calculated based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of grant. The dividend yield assumption listed below is based on the expectation of future payouts.
The following table outlines the assumptions used to estimate the fair value of grants during the first three quarters of 2025:
Expected volatility 45.79 %
Dividend yield 4.35 %
Risk-free rate 4.03 %
Expected term (in years) 6.25
15. VARIABLE INTEREST ENTITIES
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, 2025:
($ in millions) Vacation Ownership
Notes Receivable
Securitizations Warehouse
Credit Facility Total
Consolidated Assets
Vacation ownership notes receivable, net of reserves $ 1,640 $ 256 $ 1,896
Interest receivable 13 2 15
Restricted cash 77 11 88
Total $ 1,730 $ 269 $ 1,999
Consolidated Liabilities
Interest payable $ 3 $ 1 $ 4
Securitized debt 1,876 256 2,132
Total $ 1,879 $ 257 $ 2,136
The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the third quarter of 2025:
($ in millions) Vacation Ownership
Notes Receivable
Securitizations Warehouse
Credit Facility Total
Interest income $ 65 $ 9 $ 74
Interest expense $ 24 $ 3 $ 27
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 2025:
($ in millions) Vacation Ownership
Notes Receivable
Securitizations Warehouse
Credit Facility Total
Interest income $ 197 $ 24 $ 221
Interest expense $ 70 $ 10 $ 80
Debt issuance cost amortization $ 8 $ 1 $ 9
Administrative expenses $ 1 $ — $ 1
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The following table shows cash flows between us and the vacation ownership notes receivable securitization VIEs:
Nine Months Ended
($ in millions) September 30, 2025 September 30, 2024
Cash Inflows
Net proceeds from vacation ownership notes receivable securitizations $ 445 $ 865
Principal receipts 440 418
Interest receipts 200 196
Reserve release 105 130
Total 1,190 1,609
Cash Outflows
Principal payments ( 427 ) ( 418 )
Voluntary repurchases of defaulted vacation ownership notes receivable ( 122 ) ( 123 )
Voluntary clean-up call ( 64 ) ( 29 )
Interest payments ( 71 ) ( 70 )
Funding of restricted cash ( 103 ) ( 243 )
Total ( 787 ) ( 883 )
Net Cash Flows $ 403 $ 726
The following table shows cash flows between us and the Warehouse Credit Facility VIE:
Nine Months Ended
($ in millions) September 30, 2025 September 30, 2024
Cash Inflows
Proceeds from vacation ownership notes receivable securitizations $ 477 $ 325
Principal receipts 43 22
Interest receipts 23 13
Reserve release 13 7
Total 556 367
Cash Outflows
Principal payments ( 35 ) ( 17 )
Voluntary repurchases of defaulted vacation ownership notes receivable ( 2 ) ( 3 )
Repayment of Warehouse Credit Facility ( 308 ) ( 455 )
Interest payments ( 9 ) ( 7 )
Funding of restricted cash ( 13 ) ( 7 )
Total ( 367 ) ( 489 )
Net Cash Flows $ 189 $ ( 122 )
Under the terms of our vacation ownership notes receivable securitizations and Warehouse Credit Facility, we have the right to substitute loans for, or repurchase, defaulted loans at our option, subject to certain limitations. Our maximum exposure to potential loss relating to the special purpose entities that purchase, sell, and own these vacation ownership notes receivable is the overcollateralization amount (the difference between the loan collateral balance and the balance of the outstanding vacation ownership notes receivable), plus cash reserves and any residual interest in future cash flows from collateral.
Other Variable Interest Entities
We have a commitment to purchase completed vacation ownership units located in Waikiki, Hawaii for $ 41 million in 2026. The property is held by a VIE for which we are not the primary beneficiary. We do not control the decisions that most significantly impact the economic performance of the entity as we cannot prevent the variable interest entity from selling the property at a higher price. Accordingly, we have not consolidated the VIE. As of September 30, 2025, our Balance Sheet reflected $ 1 million in Accounts and contracts receivable, net, including a note receivable of less than $ 1 million, and $ 3 million in Property and equipment, net. We believe that our maximum exposure to loss as a result of our involvement with this VIE is approximately $ 7 million as of September 30, 2025. Refer to Footnote 3 “Acquisitions” for information about purchases pursuant to this commitment that occurred during the first three quarters of 2025 and 2024.
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16. BUSINESS SEGMENTS
We define our reportable segments based on the way in which the chief operating decision maker (“CODM”), currently our chief executive officer, manages the operations of the Company for purposes of allocating resources and assessing performance. We operate in two operating and reportable business segments: Vacation Ownership and Exchange & Third-Party Management.
Our CODM evaluates the performance of our segments based primarily on the results of the segment without allocating corporate expenses or income taxes. We do not allocate corporate interest expense or indirect general and administrative expenses to our segments. We include interest income specific to segment activities within the appropriate segment. We allocate depreciation and amortization, other gains and losses, equity in earnings or losses from our joint ventures, and noncontrolling interest to each of our segments as appropriate. Corporate and other represents that portion of our results that are not allocable to our segments, including those relating to consolidated owners’ associations, as our CODM does not use this information to make operating segment resource allocations.
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 or loss attributable to common stockholders excluded from Adjusted EBITDA are not separately evaluated. 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 or loss 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.
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 for comparability purposes, to address the considerable variability among companies in the utilization of productive assets, and have reclassified prior year amounts to conform with our current year presentation.
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.
Our reconciliation of the aggregate amount of Adjusted EBITDA for our reportable segments to consolidated net income or loss attributable to common stockholders is presented below.
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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 or loss attributable to common stockholders.
Three Months Ended Nine Months Ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
($ in millions) Vacation
Ownership
Exchange & Third-Party Management Total Vacation Ownership Exchange & Third-Party Management Total Vacation Ownership Exchange & Third-Party Management Total Vacation Ownership Exchange & Third-Party Management Total
Revenues from external customers $ 1,210 $ 53 $ 1,263 $ 1,250 $ 56 $ 1,306 $ 3,533 $ 164 $ 3,697 $ 3,458 $ 179 $ 3,637
Reconciliation of revenues
Corporate and other (1)
— ( 1 ) 12 3
Total consolidated revenues $ 1,263 $ 1,305 $ 3,709 $ 3,640
Cost of vacation ownership products $ ( 52 ) $ — $ ( 54 ) $ — $ ( 135 ) $ — $ ( 145 ) $ —
Marketing and sales ( 234 ) — ( 228 ) — ( 705 ) — ( 677 ) —
Management and exchange ( 72 ) ( 30 ) ( 72 ) ( 33 ) ( 220 ) ( 88 ) ( 216 ) ( 95 )
Rental ( 132 ) — ( 120 ) — ( 387 ) — ( 343 ) —
Financing ( 38 ) — ( 37 ) — ( 111 ) — ( 106 ) —
Royalty fee ( 29 ) — ( 28 ) — ( 85 ) — ( 85 ) —
Other segment items (2)(3)
( 458 ) ( 2 ) ( 479 ) — ( 1,243 ) ( 4 ) ( 1,260 ) ( 4 )
Segment Adjusted EBITDA (3)
195 21 216 232 23 255 647 72 719 626 80 706
Corporate and other (1)(3)
( 46 ) ( 55 ) ( 154 ) ( 161 )
Interest expense, net ( 43 ) ( 40 ) ( 125 ) ( 123 )
Depreciation and amortization ( 38 ) ( 36 ) ( 114 ) ( 109 )
Share-based compensation expense ( 9 ) ( 8 ) ( 28 ) ( 24 )
Amortization of cloud computing software implementation costs (3)
( 2 ) ( 1 ) ( 4 ) ( 2 )
Certain items (3)
( 77 ) 3 ( 98 ) ( 40 )
Provision for income taxes ( 3 ) ( 34 ) ( 73 ) ( 79 )
Net income attributable to common stockholders $ ( 2 ) $ 84 $ 123 $ 168
(1) Corporate and Other consists of results that are not allocable to our segments, including company-wide general and administrative expenses, and transaction and integration costs. 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, share-based compensation, amortization of cloud computing software implementation costs, and other.
(3) Prior year amounts have been reclassified to conform with our current year presentation.
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Assets
($ in millions) At September 30, 2025 At December 31, 2024
Vacation Ownership $ 8,443 $ 8,296
Exchange & Third-Party Management 755 777
Total segment assets 9,198 9,073
Corporate and other 951 735
$ 10,149 $ 9,808
17. MODERNIZATION
In November 2024, we announced the creation of a Strategic Business Operations (“SBO”) office focused on accelerating our growth and driving operating efficiencies in all areas of our business while increasing organizational agility. We are working 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.
The following table shows the composition of our Modernization expense, by segment, for the three and nine months ended September 30, 2025.
Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025
($ in millions) Vacation
Ownership
Exchange &
Third-Party
Management
Corporate
& Other
Total Vacation
Ownership
Exchange &
Third-Party
Management
Corporate
& Other
Total
Advisory services
$ — $ — $ 32 $ 32 $ — $ — $ 70 $ 70
Transition costs (1)
— — 11 11 — — 11 11
Technology and other
1 1 7 9 2 1 9 12
Severance
— — 1 1 — — 4 4
$ 1 $ 1 $ 51 $ 53 $ 2 $ 1 $ 94 $ 97
(1) Includes implementation costs associated with corporate overhead outsourcing efforts.
The following table presents the activity for this accrual on our Balance Sheet related to our Modernization efforts.
($ in millions) SBO Initiatives
Balance at December 31, 2024
$ 1
Modernization charges
97
Cash payments ( 61 )
Balance at September 30, 2025
$ 37
During the third quarter of 2025, we entered into outsourced service arrangements and completed the transition of a portion of certain corporate overhead functions to outsourced service providers. The arrangements are for terms of five to six years , and are cancellable for convenience subject to a termination penalty. Our aggregate expected obligation under these arrangements is $ 151 million, of which $ 10 million, $ 42 million, $ 27 million, $ 26 million, $ 26 million, and $ 20 million is expected to be paid in the remainder of 2025, 2026, 2027, 2028, 2029, and thereafter, respectively. As of September 30, 2025, the total penalties for early termination are $ 9 million.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.