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 Six Months Ended
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
REVENUES
Sale of vacation ownership products $ 430 $ 370 $ 773 $ 725
Management and exchange 225 219 441 434
Rental 173 160 349 329
Financing 92 90 184 178
Cost reimbursements 400 407 830 780
TOTAL REVENUES 1,320 1,246 2,577 2,446
EXPENSES
Cost of vacation ownership products 43 41 89 83
Marketing and sales 281 237 523 471
Management and exchange 121 121 241 238
Rental 140 125 280 248
Financing 42 37 83 73
Royalty fee 29 28 57 56
General and administrative 62 61 126 122
Depreciation and amortization 32 38 66 76
Litigation charges ( 1 ) 5 1 12
Modernization 10 34 26 44
Restructuring — — 6 —
Impairment — — — 2
Cost reimbursements 400 407 830 780
TOTAL EXPENSES 1,159 1,134 2,328 2,205
(Losses) gains and other (expense) income, net ( 4 ) 24 ( 2 ) 37
Interest expense, net ( 43 ) ( 42 ) ( 87 ) ( 82 )
Other — — ( 1 ) —
INCOME BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS 114 94 159 196
Provision for income taxes ( 37 ) ( 25 ) ( 60 ) ( 70 )
NET INCOME 77 69 99 126
Net income attributable to noncontrolling interests — — — ( 1 )
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 77 $ 69 $ 99 $ 125
EARNINGS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
Basic $ 2.21 $ 1.98 $ 2.86 $ 3.59
Diluted $ 2.12 $ 1.77 $ 2.82 $ 3.23
CASH DIVIDENDS DECLARED PER SHARE $ 0.80 $ 0.79 $ 1.60 $ 1.58
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 Six Months Ended
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
NET INCOME $ 77 $ 69 $ 99 $ 126
Foreign currency translation adjustments 1 ( 6 ) 1 ( 7 )
Reclassification of foreign currency translation adjustments realized upon disposition of an entity — — ( 2 ) —
Derivative instrument adjustment, net of tax 1 1 2 1
OTHER COMPREHENSIVE GAIN (LOSS), NET OF TAX 2 ( 5 ) 1 ( 6 )
Net income attributable to noncontrolling interests — — — ( 1 )
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS — — — ( 1 )
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 79 $ 64 $ 100 $ 119
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
June 30, 2026 December 31, 2025
ASSETS
Cash and cash equivalents $ 211 $ 406
Restricted cash (including $ 87 and $ 81 from VIEs, respectively)
302 327
Accounts and contracts receivable, net (including $ 17 and $ 15 from VIEs, respectively)
428 428
Vacation ownership notes receivable, net (including $ 2,082 and $ 1,900 from VIEs, respectively)
2,587 2,565
Inventory 673 692
Property and equipment, net 940 950
Goodwill 2,958 2,958
Intangibles, net 681 711
Other (including $ 188 and $ 168 from VIEs, respectively)
699 720
TOTAL ASSETS $ 9,479 $ 9,757
LIABILITIES AND EQUITY
Accounts payable $ 227 $ 358
Advance deposits 166 163
Accrued liabilities (including $ 4 and $ 4 from VIEs, respectively)
372 376
Deferred revenue and other 416 371
Payroll and benefits liability 215 218
Deferred compensation liability 240 225
Securitized debt, net (including $ 2,381 and $ 2,173 from VIEs, respectively)
2,353 2,146
Debt, net 3,100 3,534
Other 119 142
Deferred taxes 214 231
TOTAL LIABILITIES 7,422 7,764
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; 75,919,908 and 75,891,531 shares issued, respectively
1 1
Treasury stock — at cost; 41,525,622 and 41,767,498 shares, respectively
( 2,413 ) ( 2,427 )
Additional paid-in capital 4,001 3,996
Accumulated other comprehensive loss ( 10 ) ( 11 )
Retained earnings 478 434
TOTAL MVW STOCKHOLDERS' EQUITY 2,057 1,993
Noncontrolling interests — —
TOTAL EQUITY 2,057 1,993
TOTAL LIABILITIES AND EQUITY $ 9,479 $ 9,757
The abbreviation VIEs above means Variable Interest Entities.
See Interim Condensed Notes to Consolidated Financial Statements
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MARRIOTT VACATIONS WORLDWIDE CORPORATION
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions and unaudited)
Six Months Ended
June 30, 2026 June 30, 2025
OPERATING ACTIVITIES
Net income $ 99 $ 126
Adjustments to reconcile net income to net cash, cash equivalents and restricted cash provided by (used in) operating activities:
Depreciation and amortization of intangibles 66 76
Amortization of debt discount and issuance costs 11 12
Vacation ownership notes and contracts receivable reserve 122 108
Share-based compensation 22 19
Impairment — 2
Foreign currency remeasurement loss (gain) 5 ( 21 )
Deferred income taxes ( 16 ) ( 4 )
Net change in assets and liabilities:
Accounts and contracts receivable ( 3 ) 8
Vacation ownership notes receivable originations ( 512 ) ( 488 )
Vacation ownership notes receivable collections 371 341
Inventory 16 ( 1 )
Other assets ( 17 ) ( 49 )
Accounts payable, advance deposits and accrued liabilities ( 102 ) ( 108 )
Deferred revenue and other 46 42
Payroll and benefit liabilities ( 3 ) ( 46 )
Deferred compensation liability ( 5 ) ( 1 )
Other liabilities ( 20 ) ( 7 )
Purchase and development of property for future transfer to inventory — ( 49 )
Other, net ( 4 ) —
Net cash, cash equivalents and restricted cash provided by (used in) operating activities 76 ( 40 )
INVESTING ACTIVITIES
Proceeds from disposition of entity 50 —
Capital expenditures for property and equipment (excluding inventory) ( 22 ) ( 34 )
Purchase of company owned life insurance — ( 10 )
Other dispositions, net — 1
Net cash, cash equivalents and restricted cash provided by (used in) investing activities 28 ( 43 )
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)
Six Months Ended
June 30, 2026 June 30, 2025
FINANCING ACTIVITIES
Borrowings from securitization transactions 982 814
Repayment of debt related to securitization transactions ( 774 ) ( 761 )
Proceeds from debt 1,410 805
Repayments of debt ( 1,844 ) ( 699 )
Finance lease payment ( 3 ) ( 3 )
Payment of debt and securitized debt issuance costs ( 6 ) ( 12 )
Repurchase of common stock — ( 36 )
Payment of dividends ( 82 ) ( 83 )
Payment of withholding taxes on vesting of restricted stock units ( 6 ) ( 6 )
Net cash, cash equivalents and restricted cash (used in) provided by financing activities ( 323 ) 19
Effect of changes in exchange rates on cash, cash equivalents and restricted cash ( 1 ) 4
Change in cash, cash equivalents and restricted cash ( 220 ) ( 60 )
Cash, cash equivalents and restricted cash, beginning of period 733 528
Cash, cash equivalents and restricted cash, end of period $ 513 $ 468
SUPPLEMENTAL DISCLOSURES
Non-cash issuance of treasury stock for employee stock purchase plan $ 3 $ 4
Non-cash transfer from inventory to property and equipment 1 1
Non-cash transfer from property and equipment to inventory — 1
Non-cash transfer from other assets to property and equipment — 59
Interest paid, net of amounts capitalized 140 121
Income taxes paid, net of refunds 60 111
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, 2025 $ 1 $ ( 2,427 ) $ 3,996 $ ( 11 ) $ 434 $ 1,993 $ — $ 1,993
— Net income — — — — 22 22 — 22
— Reclassification of foreign currency translation adjustments realized upon disposition of entity — — — ( 2 ) — ( 2 ) — ( 2 )
— Derivative instrument adjustment — — — 1 — 1 — 1
— Share-based compensation plans — 12 ( 7 ) — — 5 — 5
— Dividends — — — — ( 27 ) ( 27 ) — ( 27 )
75.9 BALANCE AT MARCH 31, 2026 1 ( 2,415 ) 3,989 ( 12 ) 429 1,992 — 1,992
— Net income — — — — 77 77 — 77
— Foreign currency translation adjustments — — — 1 — 1 — 1
— Derivative instrument adjustment — — — 1 — 1 — 1
— Share-based compensation plans — 2 12 — — 14 — 14
— Dividends — — — — ( 28 ) ( 28 ) — ( 28 )
75.9 BALANCE AT JUNE 30, 2026 $ 1 $ ( 2,413 ) $ 4,001 $ ( 10 ) $ 478 $ 2,057 $ — $ 2,057
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
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, 2025 (the “2025 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 2025 Annual Report.
We use “Legacy-ILG” to refer to the business and brands acquired in our 2018 acquisition of ILG, Inc. (the “ILG Acquisition”), and we use “Legacy-MVW” to refer to the business we conducted and our associated brands prior to the ILG Acquisition. “Legacy-Welk” refers to the business and brand acquired in our 2021 acquisition of Welk Hospitality Group, Inc. (the “Welk Acquisition”); all of the Welk Acquisition resorts were rebranded as Hyatt Vacation Club resorts in 2023. We use “Marriott Vacation Ownership” for our Marriott, Sheraton, and Westin branded businesses, and “Hyatt Vacation Ownership” for our Hyatt branded business.
Certain amounts from the prior fiscal year have been reclassified to conform to the current period presentation. Additionally, commencing in the first quarter of 2026, interest expense associated with our Warehouse Credit Facility is included as a component of Consumer financing interest expense within Financing expense. For the three and six months ended June 30, 2025, interest expense associated with our Warehouse Credit Facility is included as a component of Interest expense, net. Interest expense on our Warehouse Credit Facility was $ 2 million and $ 5 million for the three and six months ended June 30, 2026, respectively, and $ 3 million and $ 7 million for the three and six months ended June 30, 2025, respectively.
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2. SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS
New Accounting Standards
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 Financial Accounting Standards Board issued accounting standards update (“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. We adopted ASU 2024-04 on a prospective basis on January 1, 2026, with no impact to our financial statements or disclosures.
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. We adopted ASU 2025-05 and elected the practical expedient on a prospective basis on January 1, 2026, with no material impact to our financial statements or disclosures.
Accounting Standards Update 2025-11 - “Interim Reporting (Topic 270): Narrow-Scope Improvements” (“ASU 2025-11”)
In December 2025, the FASB issued ASU 2025-11, which updates Accounting Standards Codification (“ASC”) 270 to improve clarity and consistency, without fundamentally altering the nature or scope of interim reporting requirements. The guidance provides a comprehensive list of interim disclosures required by GAAP and incorporates a disclosure principle that requires disclosures at interim periods when an event or change that has a material effect on an entity has occurred since the last annual reporting period. The guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We adopted ASU 2025-11 on a prospective basis on January 1, 2026, with no impact to our financial statements or disclosures.
Future Adoption of Accounting Standards
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 2025-09 - “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements” (“ASU 2025-09”)
In November 2025, the FASB issued ASU 2025-09, which amends certain aspects of hedge accounting guidance under ASC 815. The amendments clarify the assessment of risk for cash flow hedges; provide guidance on hedges of forecasted interest payments on choose‑your‑rate debt; expand the application of hedge accounting to certain nonfinancial forecasted transactions; permit the use of net written options as hedging instruments; and address the accounting for dual hedges of foreign‑currency‑denominated debt. This update is effective for annual periods beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted. We are evaluating the impact that the adoption of this update, including the timing of implementation, will have on our financial statements and disclosures.
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3. ACQUISITIONS AND DISPOSITIONS
Cancun, Mexico
During the first quarter of 2026, we disposed of an entity that owned and operated a Vacation Ownership segment hotel in Cancun, Mexico, for proceeds of $ 50 million, consistent with our strategy to monetize non-core assets. The net carrying value of the entity disposed of, as of the date of the disposition, was $ 50 million, the majority of which was comprised of property and equipment that was recorded in Other Assets on our balance sheet. As a result of this disposition, we recorded a gain of $ 2 million in (Losses) gains and other (expense) income, net on our Income Statements for the six months ended June 30, 2026, which related to the realization of cumulative foreign currency translation gains.
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 them in Property and equipment, net. We paid $ 43 million in cash consideration for these units 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.
4. REVENUE AND RECEIVABLES
Sources of Revenue by Segment
Three Months Ended June 30, 2026
($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total
Sale of vacation ownership products $ 430 $ — $ — $ 430
Ancillary revenues 74 1 — 75
Management fee revenues 56 2 — 58
Exchange and other services revenues 36 39 17 92
Management and exchange 166 42 17 225
Rental 165 8 — 173
Cost reimbursements 407 4 ( 11 ) 400
Revenue from contracts with customers 1,168 54 6 1,228
Financing 92 — — 92
Total Revenues $ 1,260 $ 54 $ 6 $ 1,320
Three Months Ended June 30, 2025
($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total
Sale of vacation ownership products $ 370 $ — $ — $ 370
Ancillary revenues 75 1 — 76
Management fee revenues 55 1 — 56
Exchange and other services revenues 35 39 13 87
Management and exchange 165 41 13 219
Rental 150 10 — 160
Cost reimbursements 413 2 ( 8 ) 407
Revenue from contracts with customers 1,098 53 5 1,156
Financing 90 — — 90
Total Revenues $ 1,188 $ 53 $ 5 $ 1,246
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Six Months Ended June 30, 2026
($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total
Sale of vacation ownership products $ 773 $ — $ — $ 773
Ancillary revenues 139 2 — 141
Management fee revenues 112 4 ( 1 ) 115
Exchange and other services revenues 71 80 34 185
Management and exchange 322 86 33 441
Rental 332 17 — 349
Cost reimbursements 842 8 ( 20 ) 830
Revenue from contracts with customers 2,269 111 13 2,393
Financing 184 — — 184
Total Revenues $ 2,453 $ 111 $ 13 $ 2,577
Six Months Ended June 30, 2025
($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total
Sale of vacation ownership products $ 725 $ — $ — $ 725
Ancillary revenues 140 2 — 142
Management fee revenues 110 4 ( 1 ) 113
Exchange and other services revenues 70 81 28 179
Management and exchange 320 87 27 434
Rental 309 20 — 329
Cost reimbursements 791 4 ( 15 ) 780
Revenue from contracts with customers 2,145 111 12 2,268
Financing 178 — — 178
Total Revenues $ 2,323 $ 111 $ 12 $ 2,446
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 June 30, 2026
($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total
Services transferred over time $ 658 $ 22 $ 6 $ 686
Goods or services transferred at a point in time 510 32 — 542
Revenue from contracts with customers $ 1,168 $ 54 $ 6 $ 1,228
Three Months Ended June 30, 2025
($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total
Services transferred over time $ 649 $ 20 $ 5 $ 674
Goods or services transferred at a point in time 449 33 — 482
Revenue from contracts with customers $ 1,098 $ 53 $ 5 $ 1,156
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Six Months Ended June 30, 2026
($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total
Services transferred over time $ 1,345 $ 44 $ 13 $ 1,402
Goods or services transferred at a point in time 924 67 — 991
Revenue from contracts with customers $ 2,269 $ 111 $ 13 $ 2,393
Six Months Ended June 30, 2025
($ in millions) Vacation Ownership Exchange & Third-Party Management Corporate and Other Total
Services transferred over time $ 1,268 $ 41 $ 12 $ 1,321
Goods or services transferred at a point in time 877 70 — 947
Revenue from contracts with customers $ 2,145 $ 111 $ 12 $ 2,268
Sale of Vacation Ownership Products
Revenues were reduced during the second quarter and first half of 2026 by $ 7 million and $ 11 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 June 30, 2026 or December 31, 2025.
($ in millions) At June 30, 2026 At December 31, 2025
Receivables from Contracts with Customers
Accounts and contracts receivable, net $ 290 $ 271
Vacation ownership notes receivable, net 2,587 2,565
$ 2,877 $ 2,836
Contract Liabilities (1)
Advance deposits
$ 166 $ 163
Deferred revenue and other
416 371
$ 582 $ 534
(1) Includes $ 105 million and $ 99 million of other refundable deposits at June 30, 2026 and December 31, 2025, respectively.
Revenue recognized during the second quarter and first half of 2026 that was included in our contract liabilities balance at December 31, 2025 was $ 94 million and $ 214 million, respectively.
Remaining Performance Obligations
Our recorded contract liabilities (excluding other refundable deposits) represent the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2026. At June 30, 2026, approximately 90 % 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 June 30, 2026 At December 31, 2025
Receivables from contracts with customers, net $ 290 $ 271
Interest receivable 20 20
Tax receivable 64 77
Indemnification assets 35 40
Employee tax credit receivable 1 4
Other 18 16
$ 428 $ 428
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.
Our effective tax rate was 32.4 % and 26.8 % for the three months ended June 30, 2026 and June 30, 2025, respectively, and 37.5 % and 35.5 % for the six months ended June 30, 2026 and June 30, 2025, respectively .
The effective tax rate for the three months ended June 30, 2026 differed from the blended U.S. federal and state statutory tax rate primarily due to projected losses in certain foreign jurisdictions for which no tax benefit was recognized as a result of valuation allowances with respect to such foreign jurisdictions, as well as discrete tax benefits related to uncertain tax positions and the effective settlement of a domestic tax audit, partially offset by penalties accrued for foreign tax matters.
The effective tax rate for the three months ended June 30, 2025 was generally consistent with the blended U.S. federal and state statutory tax rate, with no significant variances.
The effective tax rate for the six months ended June 30, 2026 differed from the blended U.S. federal and state statutory tax rate primarily due to projected losses in certain foreign jurisdictions for which no tax benefit was recognized as a result of valuation allowances with respect to such foreign jurisdictions, as well as discrete tax benefits related to uncertain tax positions, partially offset by a $ 6 million cumulative adjustment related to a foreign tax provision and penalties accrued for foreign tax matters.
The effective tax rate for the six months ended June 30, 2025 differed from the blended U.S. federal and state statutory tax rate primarily due to the effect of losses incurred in certain non-U.S. jurisdictions for which no tax benefit was recognized. Additionally, permanent differences between the book and tax treatment contributed to the variance from the statutory rate.
Our income tax returns remain subject to examination by the relevant tax authorities in various jurisdictions for tax years 2007 through 2025. The amount of the unrecognized tax benefits may change within the next twelve months as a result of audits, settlements with tax authorities, or the expiration of statutes of limitations.
During the third quarter of 2025, the One Big Beautiful Bill Act (Public Law 119-21) was signed into law, making several provisions of the Tax Cuts and Jobs Act permanent. Under ASC 740, “ Income Taxes ,” the effects of changes in tax laws are recognized in the period of enactment. The provisions effective during the first six months of 2026 did not have a material impact on our effective tax rate for the three months or six months ended June 30, 2026, but we continue to assess the potential impact of these legal changes, including provisions that become effective later in 2026, on our business and financial results.
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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. 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. Acquired vacation ownership notes receivable represent vacation ownership notes receivable acquired as part of the ILG Acquisition and the Welk Acquisition.
June 30, 2026 December 31, 2025
($ in millions) Originated Acquired Total Originated Acquired Total
Securitized $ 2,039 $ 43 $ 2,082 $ 1,843 $ 57 $ 1,900
Eligible for securitization (1)
57 — 57 152 — 152
Not eligible for securitization (1)
442 6 448 508 5 513
Non-securitized 499 6 505 660 5 665
Total
$ 2,538 $ 49 $ 2,587 $ 2,503 $ 62 $ 2,565
(1) Refer to Footnote 7 “Financial Instruments” for discussion of eligibility of our vacation ownership notes receivable for securitization.
The following table shows future principal payments, net of reserves, and interest rates for our vacation ownership notes receivable at June 30, 2026.
($ in millions) Non-Securitized Securitized Total
2026, remaining $ 52 $ 88 $ 140
2027 82 178 260
2028 65 180 245
2029 54 183 237
2030 41 189 230
Thereafter 211 1,264 1,475
Balance at June 30, 2026 $ 505 $ 2,082 $ 2,587
Weighted average stated interest rate 11.5 % 13.4 % 13.0 %
Range of stated interest rates 0.0 % to 21.9 %
0.0 % to 21.9 %
0.0 % to 21.9 %
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 731 and 729 , at June 30, 2026 and December 31, 2025, respectively, based upon the FICO score of the borrower at the time of origination.
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The following tables show vacation ownership notes receivable, before reserves, by brand and borrower FICO score at origination.
Vacation Ownership Notes Receivable as of June 30, 2026
($ in millions) 700 + 600 - 699 < 600 No Score Total
Marriott Vacation Ownership $ 1,708 $ 639 $ 62 $ 414 $ 2,823
Hyatt Vacation Ownership 226 80 4 3 313
$ 1,934 $ 719 $ 66 $ 417 $ 3,136
Vacation Ownership Notes Receivable as of December 31, 2025
($ in millions) 700 + 600 - 699 < 600 No Score Total
Marriott Vacation Ownership $ 1,645 $ 652 $ 61 $ 414 2,772
Hyatt Vacation Ownership 233 88 3 4 328
$ 1,878 $ 740 $ 64 $ 418 $ 3,100
The following tables detail the origination year of our vacation ownership notes receivable, before reserves, by brand and borrower FICO score at origination as of June 30, 2026, and gross write-offs by brand for the first half of 2026.
Vacation Ownership Notes Receivable - Marriott Vacation Ownership
($ in millions) 2026 2025 2024 2023 2022 & Prior Total
700 + $ 327 $ 481 $ 329 $ 209 $ 362 $ 1,708
600 - 699 67 157 129 93 193 639
< 600 9 17 12 7 17 62
No Score 85 147 84 46 52 414
$ 488 $ 802 $ 554 $ 355 $ 624 $ 2,823
Gross write-offs $ 1 $ 18 $ 23 $ 13 $ 23 $ 78
Vacation Ownership Notes Receivable - Hyatt Vacation Ownership
($ in millions) 2026 2025 2024 2023 2022 & Prior Total
700 + $ 47 $ 61 $ 38 $ 28 $ 52 $ 226
600 - 699 10 24 14 10 22 80
< 600 1 2 — — 1 4
No Score — 1 1 1 — 3
$ 58 $ 88 $ 53 $ 39 $ 75 $ 313
Gross write-offs $ — $ 7 $ 7 $ 4 $ 6 $ 24
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 Six Months Ended
($ in millions) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Interest income - securitized vacation ownership notes receivable
$ 79 $ 73 $ 157 $ 147
Interest income - non-securitized vacation ownership notes receivable
10 13 22 25
Total interest income associated with vacation ownership notes receivable $ 89 $ 86 $ 179 $ 172
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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.
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 half of 2026.
Originated Vacation Ownership Notes Receivable Reserve
($ in millions) Non-Securitized Securitized Total
Balance at December 31, 2025 $ 242 $ 285 $ 527
Increase in vacation ownership notes receivable reserve
87 28 115
Securitizations ( 144 ) 144 —
Clean-up call 56 ( 56 ) —
Write-offs ( 99 ) — ( 99 )
Defaulted vacation ownership notes receivable repurchase activity (1)
84 ( 84 ) —
Balance at June 30, 2026 $ 226 $ 317 $ 543
(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.
For our acquired vacation ownership notes receivable, the remaining reserve was $ 6 million as of June 30, 2026, and we recorded $ 3 million of write-offs for the six months ended June 30, 2026.
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 13.05 % as of June 30, 2026 and 13.51 % as of December 31, 2025. 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 both June 30, 2026 and December 31, 2025.
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 June 30, 2026
$ 192 $ 19 $ 211
Investment in vacation ownership notes receivable on non-accrual status at December 31, 2025
$ 165 $ 20 $ 185
The following table shows the aging of the recorded investment in principal, before reserves, in vacation ownership notes receivable as of June 30, 2026 and December 31, 2025.
As of June 30, 2026 As of December 31, 2025
($ in millions) Non-Securitized Securitized Total Non-Securitized Securitized Total
31 – 90 days past due $ 20 $ 68 $ 88 $ 27 $ 67 $ 94
91 – 120 days past due 7 16 23 12 17 29
Greater than 120 days past due 185 3 188 153 3 156
Total past due 212 87 299 192 87 279
Current 521 2,316 2,837 720 2,101 2,821
Total vacation ownership notes receivable $ 733 $ 2,403 $ 3,136 $ 912 $ 2,188 $ 3,100
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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 June 30, 2026 At December 31, 2025
($ in millions) Carrying Amount
Fair Value
Carrying Amount
Fair Value
Vacation ownership notes receivable, net $ 2,587 $ 2,679 $ 2,565 $ 2,645
Contracts receivable for financed VOI sales, net 121 121 95 95
Other assets 188 188 168 168
Total financial assets $ 2,896 $ 2,988 $ 2,828 $ 2,908
Securitized debt, net $ ( 2,353 ) $ ( 2,387 ) $ ( 2,146 ) $ ( 2,196 )
Term Loan, net ( 776 ) ( 785 ) ( 780 ) ( 788 )
Revolving Corporate Credit Facility, net ( 141 ) ( 145 ) — —
2028 Notes, net ( 349 ) ( 347 ) ( 348 ) ( 346 )
2029 Notes, net ( 497 ) ( 483 ) ( 497 ) ( 479 )
2033 Notes, net ( 568 ) ( 572 ) ( 567 ) ( 553 )
2026 Convertible Notes, net — — ( 575 ) ( 564 )
2027 Convertible Notes, net ( 571 ) ( 568 ) ( 569 ) ( 548 )
Total financial liabilities $ ( 5,255 ) $ ( 5,287 ) $ ( 5,482 ) $ ( 5,474 )
Vacation Ownership Notes Receivable
At June 30, 2026 At December 31, 2025
($ in millions) Carrying Amount
Fair Value
Carrying Amount
Fair Value
Securitized $ 2,082 $ 2,172 $ 1,900 $ 1,975
Eligible for securitization 57 59 152 157
Not eligible for securitization 448 448 513 513
Non-securitized 505 507 665 670
Total
$ 2,587 $ 2,679 $ 2,565 $ 2,645
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. 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 $ 188 million and $ 168 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 June 30, 2026 and December 31, 2025, 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 per share attributable to common stockholders is calculated by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the reporting period. Diluted earnings per share attributable to common stockholders is calculated to give effect to all potentially dilutive common shares that were outstanding during the reporting period. The dilutive effect of outstanding equity-based compensation awards is reflected in diluted earnings 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 Six Months Ended
(in millions, except per share amounts) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Net income attributable to common stockholders $ 77 $ 69 $ 99 $ 125
Shares for basic earnings per share
34.8 34.9 34.7 35.0
Basic earnings per share
$ 2.21 $ 1.98 $ 2.86 $ 3.59
Three Months Ended Six Months Ended
(in millions, except per share amounts) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Net income attributable to common stockholders $ 77 $ 69 $ 99 $ 125
Add back of interest expense related to convertible notes, net of tax
4 5 8 10
Numerator used to calculate diluted earnings per share
$ 81 $ 74 $ 107 $ 135
Shares for basic earnings per share
34.8 34.9 34.7 35.0
Effect of dilutive shares outstanding
Restricted stock units 0.4 — 0.3 0.1
2026 Convertible Notes
— 3.7 — 3.7
2027 Convertible Notes
3.0 3.1 3.0 3.1
Shares for diluted earnings per share
38.2 41.7 38.0 41.9
Diluted earnings per share
$ 2.12 $ 1.77 $ 2.82 $ 3.23
The computations of diluted earnings per share attributable to common stockholders above exclude approximately 873,000 and 645,000 shares of common stock, the maximum number of shares issuable as of June 30, 2026 and June 30, 2025, respectively, upon the vesting of certain performance-based and market-based awards, because the performance or market conditions required to be met for the shares subject to such awards to vest were not achieved by the end of the reporting period.
In accordance with the applicable accounting guidance for calculating earnings per share, for the second quarter of 2026, we excluded from our calculation of diluted earnings per share 635,060 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 first half of 2026, we excluded from our calculation of diluted earnings per share 763,659 shares underlying SARs that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $ 71.17 to $ 173.88 , were greater than the average market price of our common stock for the applicable period.
For the second quarter and first half of 2025, we excluded from our calculation of diluted earnings per share 788,607 shares underlying SARs that may settle in shares of common stock because the exercise prices of such SARs, which ranged from $ 71.17 to $ 173.88 , were greater than the average market price of our common stock for the applicable period.
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9. INVENTORY
The following table shows the composition of our inventory balances:
($ in millions) At June 30, 2026 At December 31, 2025
Real estate inventory (1)
$ 665 $ 684
Other 8 8
$ 673 $ 692
(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 $ 17 million during the first half of 2026 and $ 28 million during the first half of 2025.
In addition to the above, at June 30, 2026 and December 31, 2025, we had $ 229 million and $ 224 million, respectively, of completed vacation ownership units which are classified as a component of Property and equipment, net until the time at which they are available and legally registered for sale as vacation ownership products.
We also had deposits on future purchases of inventory of $ 34 million at June 30, 2026, of which $ 25 million was included in Other assets and $ 9 million was included in Accounts and contracts receivable, net on our Balance Sheet, and $ 31 million at December 31, 2025, of which $ 26 million was included in Other assets and $ 5 million was included in Accounts and contracts receivable, net on our Balance Sheet .
10. CONTINGENCIES AND COMMITMENTS
Commitments and Letters of Credit
As of June 30, 2026, 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 $ 153 million, of which we expect $ 53 million, $ 45 million, $ 27 million, $ 11 million, $ 11 million and $ 6 million will be paid in the remainder of 2026, 2027, 2028, 2029, 2030, and thereafter, respectively.
• 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 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 as follows: $ 4 million in 2027, and $ 33 million in 2028.
• In connection with our recent sale of an entity that owned and operated a hotel in Cancun, we entered into a commitment to purchase vacation ownership units located in Puerto Vallarta, Mexico, contingent upon completion of construction to agreed-upon standards within specified timeframes, for use in our Vacation Ownership segment. Presuming all construction milestones are achieved, we will acquire 64 vacation ownership units for $ 46 million in 2028. See Footnote 3 “Acquisitions and Dispositions” for further details on our sale of and entity that owned and operated a hotel in Cancun in the first quarter of 2026.
• We have a remaining commitment of $ 11 million to purchase 32 vacation ownership units located in Bali, Indonesia, contingent upon completion of construction to agreed-upon standards within specified timeframes, for use in our Vacation Ownership segment. Subsequent to the end of the second quarter of 2026, we completed the acquisition of these vacation ownership units and made the remaining payments of $ 11 million.
• 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 15 “Variable Interest Entities” for additional information and our activities relating to the VIE involved in this commitment.
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As of June 30, 2026, we had $ 5 million of letters of credit outstanding under our Revolving Corporate Credit Facility (as defined in Footnote 12 “Debt”), of which $ 4 million were related to and in lieu of reserves required for certain of our outstanding securitization transactions. In addition, as of June 30, 2026, we had $ 34 million in letters of credit outstanding that were related to and in lieu of reserves required for certain other outstanding securitization transactions, which were not issued pursuant to, nor do they impact our borrowing capacity under, the Revolving Corporate Credit Facility.
Surety bonds issued as of June 30, 2026 totaled $ 140 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 June 30, 2026, our expected commitment for the remainder of 2026 is $ 13 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.
11. SECURITIZED DEBT
The following table provides detail on our securitized debt, net of unamortized debt discount and issuance costs.
($ in millions) At June 30, 2026 At December 31, 2025
Vacation ownership notes receivable securitizations, gross (1)
$ 2,216 $ 2,173
Unamortized debt discount and issuance costs ( 27 ) ( 27 )
2,189 2,146
Warehouse Credit Facility, gross (2)
165 —
Unamortized debt issuance costs (3)
( 1 ) —
164 —
$ 2,353 $ 2,146
(1) Interest rates as of June 30, 2026 range from 1.5 % to 6.6 %, with a weighted average interest rate of 4.8 %.
(2) Effective interest rate as of June 30, 2026 was 4.8 %.
(3) Excludes $ 2 million of unamortized debt issuance costs classified as a component of Other Assets on our Balance Sheet as of December 31, 2025, as no cash borrowings were outstanding under the Warehouse Credit Facility at that time.
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.
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The following table shows anticipated future principal payments for our securitized debt as of June 30, 2026.
Vacation Ownership
Notes Receivable Securitizations Warehouse Credit
Facility (1)
Total
($ in millions)
Payment Year
2026, remaining $ 94 $ 3 $ 97
2027 189 7 196
2028 193 155 348
2029 193 — 193
2030 196 — 196
Thereafter 1,351 — 1,351
$ 2,216 $ 165 $ 2,381
(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 second quarter of 2026, and as of June 30, 2026, we had 12 securitized vacation ownership notes receivable pools outstanding, none of which were out of compliance with their respective established parameters.
As the contractual terms of the underlying securitized vacation ownership notes receivable determine the maturities of the non-recourse debt associated with them, actual maturities may occur earlier than shown above due to prepayments by the vacation ownership notes receivable obligors.
During the second quarter of 2026, we securitized a pool of $ 470 million of vacation ownership notes receivable. In connection with the securitization, $ 460 million in vacation ownership loan backed notes were issued by MVW 2026-1 LLC (the “2026-1 LLC”) in a private placement. Three classes of vacation ownership loan backed notes were issued by the 2026-1 LLC: $ 277 million of Class A Notes, $ 97 million of Class B Notes, and $ 86 million of Class C Notes. The Class A Notes have an interest rate of 4.67 %, the Class B Notes have an interest rate of 4.97 %, and the Class C Notes have an interest rate of 5.36 %, for an overall weighted average interest rate of 4.86 %. Proceeds from the transaction, net of fees, were used to repay outstanding credit facility obligations and for other general corporate purposes.
Warehouse Credit Facility
Our warehouse credit facility (the “Warehouse Credit Facility”), allows for the securitization of vacation ownership notes receivable on a revolving non-recourse basis, has a borrowing capacity of $ 500 million and, prior to its July 15, 2026 amendment (the “Warehouse Amendment”), had a facility expiration date of June 11, 2027. The Warehouse Amendment extended the revolving period from June 11, 2027 to June 12, 2028 and made certain other non-material changes. The credit spread for the Warehouse Credit Facility is 110 basis points over the Secured Overnight Financing Rate (“SOFR”).
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12. DEBT
The following table provides detail on our debt balances, net of unamortized debt discount and issuance costs.
($ in millions) At June 30, 2026 At December 31, 2025
Corporate Credit Facility
Term Loan (1)
$ 784 $ 788
Unamortized debt discount and issuance costs ( 8 ) ( 8 )
776 780
Revolving Corporate Credit Facility (2)
145 —
Unamortized debt issuance costs (3)
( 4 ) —
141 —
Senior Unsecured Notes
2028 Notes 350 350
Unamortized debt discount and issuance costs ( 1 ) ( 2 )
349 348
2029 Notes 500 500
Unamortized debt discount and issuance costs ( 3 ) ( 3 )
497 497
2033 Notes 575 575
Unamortized debt discount and issuance costs ( 7 ) ( 8 )
568 567
Convertible Notes
2026 Convertible Notes — 575
Unamortized debt issuance costs — —
— 575
2027 Convertible Notes 575 575
Unamortized debt issuance costs ( 4 ) ( 6 )
571 569
Finance Leases 198 198
$ 3,100 $ 3,534
(1) The effective interest rate as of June 30, 2026 was 5.9 %.
(2) The effective interest rate as of June 30, 2026 was 5.1 %.
(3) Excludes $ 4 million of unamortized debt issuance costs classified as a component of Other Assets on our Balance Sheet as of December 31, 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 June 30, 2026.
Payments Year
($ in millions) Remaining 2026 2027 2028 2029 2030 Thereafter Total
Term Loan $ 4 $ 8 $ 8 $ 8 $ 8 $ 748 $ 784
Revolving Corporate Credit Facility — — — — 145 — 145
2028 Notes — — 350 — — — 350
2029 Notes — — — 500 — — 500
2033 Notes — — — — — 575 575
2027 Convertible Notes — 575 — — — — 575
$ 4 $ 583 $ 358 $ 508 $ 153 $ 1,323 $ 2,929
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 an $ 800 million term loan facility (the “Term Loan”) which is scheduled to mature on April 1, 2031, and a revolving credit facility with a borrowing capacity of $ 800 million (the “Revolving Corporate Credit Facility”), which includes a letter of credit sub-facility of $ 150 million, that terminates on March 24, 2030.
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 Sheet as of June 30, 2026 and in Other Liabilities on our Balance Sheet as of December 31, 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.
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”).
Convertible Notes
2026 Convertible Notes Maturity
During 2021, we issued $ 575 million aggregate principal amount of convertible senior notes (the “2026 Convertible Notes”) that bore interest at a rate of 0.00 %. The 2026 Convertible Notes matured at par on January 15, 2026, at which time none of the 2026 Convertible Notes were converted and all were settled in cash, and the deferred financing costs were fully amortized. Amortization of debt issuance costs related to the 2026 Convertible Notes was less than $ 1 million during the first half of 2026, and $ 1 million and $ 2 million for the second quarter and first half of 2025, respectively.
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 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 shares of our common stock.
The 2026 Convertible Note Hedges expired upon the maturity of the 2026 Convertible Notes on January 15, 2026, and none were exercised. The 2026 Warrants expired subsequent to the end of the second quarter of 2026, and none were exercised.
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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 June 30, 2026 to 5.3216 shares of common stock per $1,000 principal amount of 2027 Convertible Notes (equivalent to a conversion price of $ 187.91 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 June 30, 2026, the effective interest rate was 3.88 %.
The following table provides the components of interest expense related to the 2027 Convertible Notes.
Three Months Ended Six Months Ended
($ in millions) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Contractual interest expense $ 5 $ 5 $ 9 $ 9
Amortization of debt issuance costs 1 1 2 2
$ 6 $ 6 $ 11 $ 11
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 3.1 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 3.1 million shares of our common stock, in each case, as of June 30, 2026. The strike prices of the 2027 Convertible Note Hedges and the 2027 Warrants were subject to adjustment to $ 187.91 and $ 283.63 , respectively, as of June 30, 2026, 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 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 June 30, 2026, there were 75,919,908 shares of Marriott Vacations Worldwide common stock issued, of which 34,394,286 shares were outstanding and 41,525,622 shares were held as treasury stock. At December 31, 2025, there were 75,891,531 shares of Marriott Vacations Worldwide common stock issued, of which 34,124,033 shares were outstanding and 41,767,498 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 June 30, 2026 or December 31, 2025.
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 June 30, 2026, approximately $ 322 million remained available for share repurchases under the current Share Repurchase Program, which authorizes share repurchases through December 31, 2026.
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
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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, 2025 26,795,163 $ 2,522 $ 94.12
For the first half of 2026 — — $ —
As of June 30, 2026 26,795,163 $ 2,522 $ 94.12
Dividends
We declared cash dividends to holders of our common stock during the first half of 2026 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 19, 2026 March 4, 2026 March 18, 2026 $ 0.80
May 14, 2026 May 27, 2026 June 10, 2026 $ 0.80
14. SHARE-BASED COMPENSATION
During the second quarter of 2026, our stockholders approved the Second Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan (the “MVW Equity Plan”), which increased the aggregate number of authorized shares of our common stock that may be issued pursuant to grants under the plan by 2.5 million shares. The MVW Equity Plan is maintained 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. As of June 30, 2026, approximately 3 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 Six Months Ended
($ in millions) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Service-based RSUs $ 9 $ 10 $ 18 $ 16
Performance-based RSUs 1 2 1 2
Market-based RSUs 1 — 1 —
11 12 20 18
SARs 1 — 2 1
$ 12 $ 12 $ 22 $ 19
The following table details our deferred compensation costs related to unvested awards:
($ in millions) At June 30, 2026 At December 31, 2025
Service-based RSUs $ 42 $ 26
Performance-based RSUs 9 7
Market-based RSUs 7 —
58 33
SARs 10 2
$ 68 $ 35
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Restricted Stock Units
We granted 610,856 service-based RSUs, which are subject to time-based vesting conditions, with a weighted average grant-date fair value of $ 61.82 , to our employees and non-employee directors during the first half of 2026. During the first half of 2026, we also granted one-time performance-based RSUs (the “PSUs”), which are subject to performance-based vesting conditions, to certain executives. A maximum of 300,000 RSUs may be earned under the PSU awards granted during the first half of 2026. The PSUs vest over a three-year performance period beginning January 1, 2026 subject to continuous service, and are earned based on the achievement of the highest cumulative performance metric achieved during any four consecutive quarters relative to specified performance thresholds.
During the first quarter of 2026, we also granted one-time market-based RSUs (“MRSUs”) to certain executives. A maximum of 300,000 shares can be earned under the MRSUs. The MRSUs vest over a 3.5 year performance period beginning January 1, 2026, subject to continuous service, and are earned based on the Company’s stock price exceeding specified thresholds. The grant date fair value of $ 51.38 per share for the MRSUs was determined using a Monte Carlo simulation model, based on an expected volatility of 45.57 %, a risk-free interest rate of 3.54 % and a dividend yield of 4.56 %. Compensation expense for the MRSUs is recognized straight line over the requisite service period.
The PSUs and MRSUs are required to be settled in shares, or cash if sufficient shares are not available under the MVW Equity Plan, and are classified as equity under ASC 718, Compensation—Stock Compensation .
Stock Appreciation Rights
We granted 474,423 SARs, with a weighted average grant-date fair value of $ 23.59 and a weighted average exercise price of $ 68.20 , to members of management during the first half of 2026. 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-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 half of 2026:
Expected volatility 50.41 % - 50.73 %
Dividend yield 4.40 % - 4.56 %
Risk-free rate 3.73 % - 3.95 %
Expected term (in years) 6.00 - 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 June 30, 2026:
($ in millions) Vacation Ownership
Notes Receivable
Securitizations Warehouse
Credit Facility Total
Consolidated Assets
Vacation ownership notes receivable, net of reserves $ 1,922 $ 160 $ 2,082
Interest receivable 16 1 17
Restricted cash 80 7 87
Total $ 2,018 $ 168 $ 2,186
Consolidated Liabilities
Interest payable $ 3 $ 1 $ 4
Securitized debt 2,216 165 2,381
Total $ 2,219 $ 166 $ 2,385
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The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the second quarter of 2026:
($ in millions) Vacation Ownership Notes Receivable Securitizations Warehouse
Credit Facility Total
Interest income $ 76 $ 3 $ 79
Interest expense $ 27 $ 2 $ 29
Debt issuance cost amortization $ 3 $ — $ 3
The following table shows the interest income and expense recognized as a result of our involvement with these VIEs during the first half of 2026:
($ in millions) Vacation Ownership Notes Receivable Securitizations Warehouse
Credit Facility Total
Interest income $ 143 $ 14 $ 157
Interest expense $ 52 $ 5 $ 57
Debt issuance cost amortization $ 6 $ — $ 6
The following table shows cash flows between us and the vacation ownership notes receivable securitization VIEs:
Six Months Ended
($ in millions) June 30, 2026 June 30, 2025
Cash Inflows
Net proceeds from vacation ownership notes receivable securitizations $ 455 $ 445
Principal receipts 318 293
Interest receipts 142 135
Reserve release 1 105
Total 916 978
Cash Outflows
Principal payments ( 302 ) ( 284 )
Voluntary repurchases of defaulted vacation ownership notes receivable ( 87 ) ( 83 )
Voluntary clean-up call ( 28 ) ( 64 )
Interest payments ( 52 ) ( 47 )
Funding of restricted cash — ( 103 )
Total ( 469 ) ( 581 )
Net Cash Flows $ 447 $ 397
The following table shows cash flows between us and the Warehouse Credit Facility VIE:
Six Months Ended
($ in millions) June 30, 2026 June 30, 2025
Cash Inflows
Proceeds from vacation ownership notes receivable securitizations $ 522 $ 364
Principal receipts 25 25
Interest receipts 11 14
Reserve release 2 11
Total 560 414
Cash Outflows
Principal payments ( 13 ) ( 21 )
Voluntary repurchases of defaulted vacation ownership notes receivable — ( 1 )
Repayment of Warehouse Credit Facility ( 344 ) ( 308 )
Interest payments ( 4 ) ( 6 )
Funding of restricted cash ( 3 ) ( 12 )
Total ( 364 ) ( 348 )
Net Cash Flows $ 196 $ 66
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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 June 30, 2026, our Balance Sheet reflected $ 1 million in Accounts and contracts receivable, net, including a note receivable of less than $ 1 million, and $ 4 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 $ 5 million as of June 30, 2026.
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. These segments are managed independently due to the differing nature of their products and services.
Our CODM evaluates the performance of our segments based primarily on the results of the segment without allocating corporate expenses or income taxes. 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 and modernization, 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 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 attributable to common stockholders, before interest expense (excluding consumer financing interest expense), 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. We do not report asset information by segment because that information is not used to evaluate performance or allocate resources between segments.
Our reconciliation of the aggregate amount of Adjusted EBITDA for our reportable segments to consolidated net income 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 attributable to common stockholders.
Three Months Ended Six Months Ended
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
($ 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 $ 1,260 $ 54 $ 1,314 $ 1,188 $ 53 $ 1,241 $ 2,453 $ 111 $ 2,564 $ 2,323 $ 111 $ 2,434
Reconciliation of revenues
Corporate and other (1)
6 5 13 12
Total consolidated revenues $ 1,320 $ 1,246 $ 2,577 $ 2,446
Cost of vacation ownership products ( 43 ) — ( 41 ) — ( 89 ) — ( 83 ) —
Marketing and sales ( 281 ) — ( 237 ) — ( 523 ) — ( 471 ) —
Management and exchange ( 73 ) ( 28 ) ( 76 ) ( 29 ) ( 145 ) ( 58 ) ( 148 ) ( 58 )
Rental ( 143 ) — ( 129 ) — ( 286 ) — ( 255 ) —
Financing (2)
( 42 ) — ( 37 ) — ( 83 ) — ( 73 ) —
Royalty fee ( 29 ) — ( 28 ) — ( 57 ) — ( 56 ) —
Other segment items (3)
( 403 ) ( 4 ) ( 409 ) ( 1 ) ( 836 ) ( 7 ) ( 785 ) ( 2 )
Segment Adjusted EBITDA
246 22 268 231 23 254 434 46 480 452 51 503
Corporate and other (1)
( 53 ) ( 51 ) ( 104 ) ( 108 )
Interest expense, net (2)
( 43 ) ( 42 ) ( 87 ) ( 82 )
Depreciation and amortization ( 32 ) ( 38 ) ( 66 ) ( 76 )
Share-based compensation expense ( 12 ) ( 12 ) ( 22 ) ( 19 )
Amortization of cloud computing software implementation costs
( 2 ) ( 1 ) ( 3 ) ( 2 )
Certain items
( 12 ) ( 16 ) ( 39 ) ( 21 )
Provision for income taxes ( 37 ) ( 25 ) ( 60 ) ( 70 )
Net income attributable to common stockholders $ 77 $ 69 $ 99 $ 125
(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) Commencing in the first quarter of 2026, interest expense associated with our Warehouse Credit Facility is included as a component of Consumer financing interest expense within Financing expense. For the three and six months ended June 30, 2025, interest expense associated with our Warehouse Credit Facility is included as a component of Interest expense, net. Interest expense on our Warehouse Credit Facility was $ 2 million and $ 5 million for the three and six months ended June 30, 2026, respectively, and $ 3 million and $ 7 million for the three and six months ended June 30, 2025, respectively.
(3) Other segment items include cost reimbursements, share-based compensation, amortization of cloud computing software implementation costs, and other.
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17. MODERNIZATION
In November 2024, we announced the creation of a Strategic Business Operations office focused on accelerating our growth and driving operating efficiencies in all areas of our business while increasing organizational agility. The Strategic Business Operations office was created 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.
Three Months Ended Six Months Ended
($ in millions) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Advisory services
$ ( 1 ) $ 22 $ ( 1 ) $ 31
Consulting (implementation)
5 7 14 7
Transition costs
2 1 5 1
Technology
4 2 8 2
Other
— 2 — 3
$ 10 $ 34 $ 26 $ 44
The following table presents the activity for this accrual on our Balance Sheet related to our Modernization efforts.
($ in millions)
Balance at December 31, 2025
$ 26
Modernization expenses
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Cash payments ( 27 )
Balance at June 30, 2026
$ 25
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 by us subject to a termination penalty. As of June 30, 2026, our aggregate expected obligation under these arrangements is $ 121 million, of which $ 21 million, $ 27 million, $ 26 million, $ 26 million, $ 18 million, and $ 3 million is expected to be paid in the remainder of 2026, 2027, 2028, 2029, 2030, and thereafter, respectively, and the total penalties for early termination are $ 27 million, if cancelled.
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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.