Marriott Vacations Worldwide Corp
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A seller and manager of vacation-ownership resorts, better known as timeshares, under brand names like Marriott Vacation Club, Westin, Sheraton, and Hyatt Vacation Club. The business began in 1984 when Marriott Corporation bought American Resorts, and it was spun off from Marriott International in 2011. Despite its name, it's a separate company that merely licenses the hotel brands — and it also runs Interval International, the exchange network that lets owners swap their weeks for stays elsewhere.
3.25% Convertible Senior Notes due 12/15/2027
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
Forward-Looking Statements We make forward-looking statements throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations, and elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”), based on our management’s beliefs a…
Forward-Looking Statements We make forward-looking statements throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations, and elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”), based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include, among other things, the information concerning: our possible or assumed future results of operations, cash flows, financial condition, leverage, liquidity; future dividend payments; business strategies and management priorities for 2026, including efforts to improve profitability, accelerate growth, lower costs, monetize non-core assets and enhance Tour quality and VPG, expected trends in rental profit, marketing and sales expenses and cost of vacation ownership products as a percentage of revenue; the adequacy of capital to meet short-term and long-term liquidity requirements; our expectations regarding the costs and benefits of our modernization efforts; our plan to reduce our corporate debt, net of cash and equivalents, to Adjusted EBITDA ratio; our expectations regarding inventory spending; and the impact of inventory repurchases and timing of payments for inventory. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “might,” “should,” “could” or the negative of these terms or similar expressions. Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. We caution you that these statements are not guarantees of future performance and are subject to numerous and evolving risks and uncertainties that we may not be able to predict or assess, such as: uncertainty in the current global macroeconomic environment created by rapid governmental policy and regulatory changes, including those affecting international trade or travel; future health crises and related governmental responses and their potential adverse effects; variations in demand for vacation ownership and exchange products and services; failure of vendors and other third parties to timely comply with their contractual obligations; worker absenteeism; our ability to attract and retain our global workforce; price inflation; difficulties associated with implementing new or maintaining existing technologies; the ability to integrate artificial intelligence (“AI”) technologies successfully while managing and mitigating related operational, legal, intellectual property, data security and reputational risks; changes in privacy and other laws and regulations affecting our business; instability, disruptions, or distress in the banking system or financial institutions; impacts of severe weather events, climate conditions or natural or man-made disasters; delinquency and default rates in our financing business; global supply chain disruptions; volatility in the international and national economies and credit markets; the impacts of ongoing global conflicts and related sanctions or geopolitical measures; competitive conditions; the availability of capital to finance growth; the impact of changes in interest rates; the effects of steps we have taken and may continue to take to reduce operating costs and accelerate growth and profitability; political or social strife; and other matters referred to under the heading “Risk Factors” contained herein and also in our 2025 Annual Report, and which may be updated in our future periodic filings with the U.S. Securities and Exchange Commission (the “SEC”). All forward-looking statements in this Quarterly Report apply only as of the date of this Quarterly Report or as of the date they were made or as otherwise specified herein. We do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. You should not put undue reliance on any forward-looking statements in this Quarterly Report. The risk factors discussed in “Risk Factors” in our 2025 Annual Report, and under Item 1A of Part II of this Quarterly Report could cause actual results to differ materially from those expressed or implied in forward-looking statements in this Quarterly Report. There may be other risks and uncertainties that we cannot predict at this time or that we currently do not expect will have a material adverse effect on our financial position, results of operations or cash flows. Any such risks could cause our results to differ materially from those we express in forward-looking statements. Our Financial Statements (as defined below), which we discuss below, reflect our historical financial condition, results of operations and cash flows. The financial information discussed below and included in this Quarterly Report may not, however, necessarily reflect what our financial condition, results of operations or cash flows may be in the future. In order to make this report easier to read, we refer to (i) our Interim Consolidated Financial Statements as our “Financial Statements,” (ii) our Interim Consolidated Statements of Income as our “Income Statements,” (iii) our Interim Consolidated Balance Sheets as our “Balance Sheets” and (iv) our Interim Consolidated Statements of Cash Flows as our “Cash Flows.” References throughout to numbered “Footnotes” refer to the numbered Notes in the Interim Condensed Notes to Consolidated Financial Statements included in this Quarterly Report. We routinely post important information, including news releases, announcements and other statements about our business and results of operations, that may be deemed material to investors on the Investor Relations section of our 31 Table of Contents website, www.marriottvacationsworldwide.com. We use our website as a means of disclosing material, nonpublic information and for complying with our disclosure obligations under Regulation FD. Investors should monitor the Investor Relations section of our website in addition to following our press releases, filings with the SEC, public conference calls and webcasts. The information on our website is not part of, and is not incorporated by reference into, this Quarterly Report. Business Overview We are a leading global vacation company that offers vacation ownership, exchange, rental and resort and property management, along with related businesses, products and services. Our business operates in two reportable segments: Vacation Ownership and Exchange & Third-Party Management. Our Vacation Ownership segment includes a diverse portfolio of resorts that includes some of the world’s most iconic brands licensed under exclusive long-term relationships. We are the exclusive worldwide developer, marketer, seller and manager of vacation ownership and related products under the Marriott Vacation Club, Grand Residences by Marriott, Sheraton Vacation Club, Westin Vacation Club, and Hyatt Vacation Club brands. We are also the exclusive worldwide developer, marketer and seller of vacation ownership and related products under The Ritz-Carlton Club brand, and we have the non-exclusive right to develop, market and sell whole ownership residential products under The Ritz-Carlton Residences brand. We also have a license to use the St. Regis brand for specified fractional ownership products. Our Vacation Ownership segment generates revenues from four primary sources: selling vacation ownership products; managing vacation ownership resorts, clubs and owners’ associations; financing consumer purchases of vacation ownership products; and renting vacation ownership inventory. Our Exchange & Third-Party Management segment includes an exchange network and membership programs, as well as the provision of management services to other resorts and lodging properties. Exchange & Third-Party Management revenue generally is fee-based and derived from membership, exchange and rental transactions, property and owners’ association management, and other related products and services. We provide these services through our Interval International and Aqua-Aston businesses. Corporate and other represents the portion of our results that are not allocable to our segments, including those relating to consolidated property owners’ associations (“Consolidated Property Owners’ Associations”). Performance Measures Management uses the following key performance metrics to assess the Company’s operational efficiency and market competitiveness, identify trends, develop financial projections, and support strategic decision-making. Management continuously monitors and analyzes these metrics to help ensure that the Company remains responsive to changing market conditions and aligned with our long-term growth objectives. The definitions and methodologies of certain of these metrics may differ from those used by other companies, and as a result, these metrics may not be directly comparable to similarly titled measures reported by other companies. •Contract sales reflects the pace of sales in our business and excludes contract sales from the sale of vacation ownership products for non-consolidated joint ventures. •Volume per guest (“VPG”) is calculated as contract sales, excluding fractional sales, telesales, resales, and other sales that are not attributed to a sales tour (collectively, “Tours” as defined below) divided by the number of Tours conducted during the applicable period. We believe that VPG is a key driver of profitability as it reflects both the average contract price and the effectiveness of converting touring guests into purchasers. •Tours is defined as the number of sales tours conducted during the applicable period, including virtual and offsite sales tours and excluding telesales. •Development profit margin is calculated as Development profit divided by revenues from the sale of vacation ownership products. Development profit represents revenues from the sale of vacation ownership products, net of the cost of vacation ownership products and related marketing and sales costs. We believe that Development profit margin is a key indicator of the profitability of our development activities and the effectiveness of our associated marketing and sales efforts. •Total active members represents the number of active members of the Interval Network as of the end of the applicable period. We consider this metric to be an important indicator of the size of the member base eligible to transact within the Interval Network. 32 Table of Contents •Average revenue per member is calculated by dividing membership fee revenue, transaction revenue, rental revenue, and other member revenue generated by the Interval Network by the monthly weighted average number of active members of the Interval Network during the applicable period. We believe this metric is a meaningful indicator of member engagement. •Segment financial results attributable to common stockholders reflects revenues less expenses that are directly attributable to each respective reportable business segment (Vacation Ownership and Exchange & Third-Party Management). We believe this measure provides meaningful insight into the operating performance of our reportable business segments. See Footnote 16 “Business Segments” to our Financial Statements for further information about our reportable business segments. •Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by total revenues less cost reimbursements revenues. •Segment Adjusted EBITDA margin is calculated as Segment Adjusted EBITDA divided by the respective segment’s total revenues less cost reimbursements revenues. NM = Not meaningful. Management Priorities During the second quarter of 2026, we continued to execute our previously described management priorities and made meaningful progress across our strategic, operational, and financial objectives. The following discussion provides an update on our progress. Our management priorities for 2026 are as follows: •Improve profitability and cash flow by driving higher free cash flow conversion through disciplined execution, optimizing working capital, managing capital spending, and improving Adjusted EBITDA performance. •We improved net income and Adjusted EBITDA in the second quarter of 2026 as compared to the second quarter of 2025 and improved operating cash flow for the first half of 2026, shifting to cash provided by operating activities in 2026 from cash used in operating activities during the comparable period in 2025. •Strengthen leadership and talent through onboarding new leadership with the external expertise to drive improvement in consistency and long-term growth execution. Retain key existing leadership and talent throughout the organization to facilitate continuity and retention of historical business knowledge. •During the first half of 2026, we enhanced key leadership talent and capabilities and made targeted investments in our workforce. We believe these actions have strengthened our leadership bench, enhanced critical commercial capabilities across the organization, and supported the execution of our strategic and operational objectives. We will regularly evaluate our talent needs and organizational structure to help maintain the capabilities we believe are necessary to support long-term growth and value creation. •Accelerate near-term, sustainable revenue growth by increasing contract sales through strengthened marketing and sales leadership, hiring proven frontline sales talent and critically improving our daily management discipline throughout our business. Current initiatives focus on expanding and diversifying marketing opportunities by improving lead generation, increasing marketing efficiency and enhancing our products and services. •We have continued to onboard top-performing sales and marketing professionals while investing in innovation and industry-leading tools that we believe help our teams to operate more effectively and support long-term value creation. •In the second quarter of 2026, we enhanced our Owner Benefit Levels, including by introducing new ownership tiers, providing exclusive access to deeper discounts for certain reservation types and additional onsite benefits when visiting the Marriott Vacation Clubs. We plan to continue to focus on creating more personalized, engaging and experience-driven vacations for our owners to elevate the owner experience. •In the second quarter of 2026, we launched “Inner Circle,” a new owner-exclusive experiences platform offering access to private concerts, sporting events, culinary experiences and on-site events to owners of Marriott Vacation Club, Westin Vacation Club and Sheraton Vacation Club. Early owner participation and engagement levels have been favorable among those who have attended these events, providing evidence that these initiatives are resonating with our owner base. 33 Table of Contents •We expect the enhanced owner experience, new owner benefits and Inner Circle platforms to increase owner engagement and retention which we anticipate will generate increased referrals of potential new customers to support contract sales growth and higher VPG. We expect the financial benefits of these actions to grow in the second half of 2026 and continue into 2027 as we build a Tour pipeline that reflects these changes. We expect that marketing and sales expenses to decline as a percentage of Development revenue during the second half of 2026. •As a result of these actions, Contract sales increased 22% and VPG increased 23% during the second quarter of 2026 over the comparable period in 2025 despite a 1% decline in Tours. •Lower cost base by emphasizing operating discipline to improve cash flow through execution and cost management. •We intend to continue to advance this priority through focused expense control, operational efficiencies, and disciplined management of working capital and capital expenditures. We believe these efforts contributed to a significant improvement in operating cash flow, which transitioned from cash used in operating activities during the comparable 2025 period to cash provided by operating activities in 2026. •Protect and grow recurring, high margin revenue streams by maintaining stable performance in our financing and management and exchange businesses to promote earnings durability and cash flow generation. •Our financing, management and exchange businesses continue to be high-margin, recurring revenue streams which contribute to earnings and cash flow generation, reinforcing the resilience of our business model and supporting our objective of delivering consistent financial performance across varying market conditions. •Disciplined capital allocation to fund high return growth initiatives while prioritizing liquidity and balance sheet flexibility. •We seek to balance investment in growth with maintaining liquidity and balance sheet flexibility. We are prioritizing initiatives that we believe have the greatest potential to drive long-term returns while maintaining the financial flexibility necessary to support our strategic objectives and navigate macroeconomic uncertainty. •In July 2026, we amended certain agreements associated with our Warehouse Credit Facility to extend the revolving period from the second quarter of 2027 to the second quarter of 2028. The extension strengthens our liquidity profile and financial flexibility, while providing continued access to a key source of funding to support our strategic and operational objectives. •Monetize non-core assets to generate proceeds and support our deleveraging and reinvestment priorities. •While we continue to evaluate opportunities to monetize non-core assets as part of our capital allocation framework, recent increases in contract sales volume and improved sales trends have increased our inventory requirements to support anticipated future sales. As a result, we now expect to retain certain assets for operational use that we previously identified for potential disposition, reducing our near term estimated proceeds from non-core asset monetization but supporting future revenue generation and long-term value creation. •Following the decision to retain certain assets for operational use, we now expect that we will generate approximately $200 million of gross cash proceeds from the disposition of non-core assets in 2026 and 2027. We realized proceeds of $50 million in the first quarter of 2026 from the disposition of an entity that owned and operated a hotel in Cancun, Mexico and we expect to realize an additional $50 million of gross proceeds from dispositions during the remainder of 2026. •Optimize geographic mix by scaling back our operations in lower return areas to improve capital efficiency overall and future margins. •As part of our previously announced Asia Pacific strategy, we reduced Tours to certain customers in select markets, aligned regional staffing levels with anticipated demand, and deferred the purchase of a future phase of our Khao Lak, Thailand resort development. •During the second quarter of 2026, we decided to close our sales gallery in Dubai, United Arab Emirates. This decision reflected the anticipated impact of heightened geopolitical uncertainty in the region on anticipated operating performance and our commitment to deploying capital in a manner that supports long-term value creation. 34 Table of Contents Consolidated Results Three Months Ended Six Months Ended ($ in millions) 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 † Prior year amounts have been reclassified to conform with our current year presentation. Operating Statistics Three Months Ended Six Months Ended (Contract sales $ in millions) June 30, 2026 June 30, 2025 Change June 30, 2026 June 30, 2025 Change Vacation Ownership Contract sales $ 545 $ 445 $ 100 22% $ 956 $ 865 $ 91 10% VPG $ 4,477 $ 3,631 $ 846 23% $ 4,266 $ 3,791 $ 475 13% Tours 112,721 114,402 (1,681) (1%) 207,971 212,400 (4,429) (2%) Exchange & Third-Party Management Total active members at end of period (000's) 1,475 1,507 (32) (2%) 1,475 1,507 (32) (2%) Average revenue per member $ 36.83 $ 37.40 $ (0.57) (2%) $ 76.04 $ 77.40 $ (1.36) (2%) 35 Table of Contents Revenues Three Months Ended Six Months Ended ($ in millions) June 30, 2026 June 30, 2025 Change June 30, 2026 June 30, 2025 Change Vacation Ownership $ 1,260 $ 1,188 $ 72 6% $ 2,453 $ 2,323 $ 130 6% Exchange & Third-Party Management 54 53 1 2% 111 111 — NM Total Segment Revenues 1,314 1,241 73 6% 2,564 2,434 130 5% Consolidated Property Owners’ Associations 6 5 1 NM 13 12 1 NM Total Revenues $ 1,320 $ 1,246 $ 74 6% $ 2,577 $ 2,446 $ 131 5% Earnings Before Interest Expense, Taxes, Depreciation and Amortization (“EBITDA”) and Adjusted EBITDA EBITDA, a financial measure that is not prescribed by GAAP, is defined as earnings, or net income or loss attributable to common stockholders, before interest expense, net (excluding consumer financing interest expense), income taxes, depreciation and amortization. Adjusted EBITDA reflects additional adjustments for certain items, and excludes share-based compensation expense and amortization of cloud computing software implementation costs. Share-based compensation expense is excluded to address considerable variability among companies in recording compensation expense because companies use share-based payment awards differently, both in the type and quantity of awards granted. Amortization of cloud computing software implementation costs, which are not included in depreciation and amortization expense, are excluded from Adjusted EBITDA for comparability purposes to address the considerable variability among companies in the utilization of productive assets. For purposes of our EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin calculations, we do not adjust for consumer financing interest expense because we consider it to be an operating expense of our business. We consider Adjusted EBITDA to be an indicator of operating performance, which we use to measure our ability to service debt, fund capital expenditures, expand our business, and return cash to stockholders. We consider Adjusted EBITDA margin to be an indicator of our operating profitability. We also use Adjusted EBITDA and Adjusted EBITDA margin, as do analysts, lenders, investors, and others, because these measures exclude certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on a company’s capital structure, debt levels and credit ratings. Accordingly, the impact of interest expense on earnings can vary significantly among companies. The tax positions of companies can also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. As a result, effective tax rates and provisions for income taxes can vary considerably among companies. Adjusted EBITDA and Adjusted EBITDA margin also exclude depreciation and amortization, as well as amortization of cloud computing software implementation costs, because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating or amortizing productive assets. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies. We believe Adjusted EBITDA and Adjusted EBITDA margin are useful as indicators of operating performance and profitability, respectively, because they allow for period-over-period comparisons of our ongoing core operations before the impact of the excluded items. Adjusted EBITDA and Adjusted EBITDA margin also facilitate comparisons by us, analysts, investors, and others of results from our ongoing core operations before the impact of these items with results from other companies. EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin have limitations and should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. In addition, other companies in our industry may calculate EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin differently than we do or may not calculate them at all, limiting their usefulness as comparative measures. 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 $7 million for the three and six months ended June 30, 2025, respectively. 36 Table of Contents The table below shows our EBITDA and Adjusted EBITDA calculation and reconciles these measures with net income attributable to common stockholders, which is the most directly comparable GAAP financial measure. Three Months Ended Six Months Ended ($ in millions) June 30, 2026 June 30, 2025 Change June 30, 2026 June 30, 2025 Change Net income attributable to common stockholders $ 77 $ 69 $ 8 11% $ 99 $ 125 $ (26) (21%) Interest expense, net 43 42 1 3% 87 82 5 6% Provision for income taxes 37 25 12 46% 60 70 (10) (14%) Depreciation and amortization 32 38 (6) (15%) 66 76 (10) (13%) EBITDA 189 174 15 8% 312 353 (41) (12%) Share-based compensation expense 12 12 — NM 22 19 3 15% Amortization of cloud computing software implementation costs 2 1 1 29% 3 2 1 30% Certain items 12 16 (4) NM 39 21 18 NM Adjusted EBITDA $ 215 $ 203 $ 12 6% $ 376 $ 395 $ (19) (5%) Adjusted EBITDA Margin 23.4% 24.3% (0.9 pts) 21.5% 23.7% (2.2 pts) The table below details the components of Certain items for the periods presented. Three Months Ended Six Months Ended ($ in millions) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Loss (gain) on disposition of hotel, land, and other $ 1 $ — $ (2) $ — Foreign currency 2 (18) 5 (21) Insurance proceeds — (1) — (8) Change in indemnification asset 2 (3) 5 (3) Change in estimates relating to pre-acquisition contingencies — — (4) (2) Other (1) (2) (2) (3) Losses (gains) and other expense (income), net 4 (24) 2 (37) Litigation charges (1) 5 1 12 Modernization† 10 34 26 44 Restructuring† — — 6 — Impairment† — — — 2 Other (1) 1 4 — Total Certain items $ 12 $ 16 $ 39 $ 21 † Prior year amounts have been reclassified to conform with our current year presentation. 37 Table of Contents Segment Adjusted EBITDA Three Months Ended Six Months Ended ($ in millions) June 30, 2026 June 30, 2025 Change June 30, 2026 June 30, 2025 Change Vacation Ownership $ 246 $ 231 $ 15 7% $ 434 $ 452 $ (18) (4%) Exchange & Third-Party Management 22 23 (1) (7%) 46 51 (5) (11%) Segment Adjusted EBITDA 268 254 14 5% 480 503 (23) (5%) General and administrative (62) (61) (1) (3%) (126) (122) (4) (4%) Share-based compensation expense 10 9 1 (1%) 17 14 3 21% Other(1) (1) 1 (2) NM 5 — 5 NM Adjusted EBITDA $ 215 $ 203 $ 12 6% $ 376 $ 395 $ (19) (5%) (1)Includes $5 million of severance expense relating to changes in executive leadership that was recorded as General and administrative expense in the six months ended June 30, 2026. The following tables present segment financial results attributable to common stockholders reconciled to segment Adjusted EBITDA. Vacation Ownership Three Months Ended Six Months Ended ($ in millions) June 30, 2026 June 30, 2025 Change June 30, 2026 June 30, 2025 Change Segment financial results $ 219 $ 197 $ 22 12% $ 386 $ 395 $ (9) (2%) Depreciation and amortization 22 28 (6) (19%) 46 54 (8) (14%) Share-based compensation expense 2 3 (1) (3%) 4 4 — 1% Amortization of cloud computing software implementation costs 2 1 1 47% 3 2 1 47% Certain items 1 2 (1) NM (5) (3) (2) NM Segment Adjusted EBITDA $ 246 $ 231 $ 15 7% $ 434 $ 452 $ (18) (4%) Segment Adjusted EBITDA Margin 28.9% 29.8% (0.9 pts) 27.0% 29.5% (2.5 pts) The table below details the components of Certain items for Vacation Ownership segment financial results. Three Months Ended Six Months Ended ($ in millions) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Loss (gain) on disposition of hotel, land, and other $ 1 $ — $ (2) $ — Insurance proceeds — — — (7) Change in estimates relating to pre-acquisition contingencies — — (4) (2) Other — (1) — (1) Losses (gains) and other expense (income), net 1 (1) (6) (10) Litigation charges — 3 1 7 Total Certain items $ 1 $ 2 $ (5) $ (3) 38 Table of Contents Exchange & Third-Party Management Three Months Ended Six Months Ended ($ in millions) June 30, 2026 June 30, 2025 Change June 30, 2026 June 30, 2025 Change Segment financial results $ 17 $ 16 $ 1 2% $ 36 $ 34 $ 2 3% Depreciation and amortization 5 7 (2) (27%) 10 14 (4) (30%) Share-based compensation expense — — — (1%) 1 1 — 2% Certain items — — — NM (1) 2 (3) NM Segment Adjusted EBITDA $ 22 $ 23 $ (1) (7%) $ 46 $ 51 $ (5) (11%) Segment Adjusted EBITDA Margin 43.3% 45.9% (2.6 pts) 44.1% 47.5% (3.4 pts) The table below details the components of Certain items for Exchange and Third-Party Management segment financial results. Three Months Ended Six Months Ended ($ in millions) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Gains and other income, net $ — $ — (1) — Impairment† — — — 2 Total Certain items $ — $ — $ (1) $ 2 † Prior year amounts have been reclassified to conform with our current year presentation. Business Segments Our business is grouped into two reportable business segments: Vacation Ownership and Exchange & Third-Party Management. See Footnote 16 “Business Segments” to our Financial Statements for further information. Vacation Ownership Three Months Ended Six Months Ended ($ in millions) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 REVENUES Sale of vacation ownership products $ 430 $ 370 $ 773 $ 725 Resort management and other services 166 165 322 320 Rental 165 150 332 309 Financing 92 90 184 178 Cost reimbursements 407 413 842 791 TOTAL REVENUES 1,260 1,188 2,453 2,323 EXPENSES Cost of vacation ownership products 43 41 89 83 Marketing and sales 281 237 523 471 Resort management and other services 73 76 145 148 Rental 143 129 286 255 Financing 42 37 83 73 Royalty fee 29 28 57 56 Depreciation and amortization 22 28 46 54 Litigation charges — 3 1 7 Cost reimbursements 407 413 842 791 TOTAL EXPENSES 1,040 992 2,072 1,938 (Losses) gains and other (expense) income, net (1) 1 6 10 Other — — (1) — SEGMENT FINANCIAL RESULTS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 219 $ 197 $ 386 $ 395 39 Table of Contents Sale of Vacation Ownership Products Three Months Ended Six Months Ended ($ in millions) June 30, 2026 % of Contract Sales, Net of Resales June 30, 2025 % of Contract Sales, Net of Resales Change June 30, 2026 % of Contract Sales, Net of Resales June 30, 2025 % of Contract Sales, Net of Resales Change Contract sales $ 545 $ 445 $ 100 22% $ 956 $ 865 $ 91 10% Less: Resales contract sales (10) (7) (3) (16) (16) — Contract sales, net of resales 535 438 97 22% 940 849 91 11% Plus: Settlement revenue 12 2% 11 2% 1 22 2% 20 2% 2 Resales revenue 4 1% 5 1% (1) 6 1% 9 1% (3) Revenue recognition adjustments: Reportability (20) (4%) 2 1% (22) (22) (2%) 7 1% (29) Sales reserve (72) (13%) (58) (13%) (14) (122) (13%) (108) (13%) (14) Other(1) (29) (5%) (28) (6%) (1) (51) (5%) (52) (6%) 1 Sale of vacation ownership products $ 430 80% $ 370 85% $ 60 16% $ 773 82% $ 725 85% $ 48 7% VPG $ 4,477 $ 3,631 $ 846 23% $ 4,266 $ 3,791 $ 475 13% Tours 112,721 114,402 (1,681) (1%) 207,971 212,400 (4,429) (2%) Expected financing propensity as a % of contract sales 66% 64% 2 pts 62% 61% 1 pts Average FICO Score (2) 756 742 754 741 (1)Adjustment for sales incentives that will not be recognized as Sale of vacation ownership products revenue and other adjustments to Sale of vacation ownership products revenue. (2)For customers who we expect to finance a vacation ownership purchase and for whom a credit score was available, generally U.S. and Canadian residents. Second Quarter The increase in Sale of vacation ownership products for the second quarter of 2026 was driven by higher contract sales, partially offset by lower revenue reportability. •Owner contract sales increased 41% reflecting a 33% increase in VPG and a 7% increase in owner Tours. These results reflect changes in our second quarter sales strategy to focus on existing owners upon the launch of our recent owner engagement initiatives and greater incremental purchase activity by existing owners. •First time buyer contract sales decreased 16% driven by lower VPG and Tours. We continue to believe there is a significant long-term opportunity to expand our first time buyer base through targeted marketing, enhanced lead generation efforts, and continued refinement of our sales and customer acquisition strategies. The overall decline in Tours was largely attributable to change in strategy for our Asia-Pacific business as well as our strategy to improve Tour quality for first time buyers. Excluding Asia‑Pacific, Tours increased 3% year-over-year. VPG increased 23% year-over-year on a consolidated basis and, excluding Asia-Pacific, VPG increased nearly 22% year over year. We expect the higher contract sales and VPG to continue throughout the remainder of the year, partially offset by an increase in our Sales reserve attributed to higher average transaction size and propensity. 40 Table of Contents First Half The increase in Sale of vacation ownership products for the first half of 2026 was driven by higher contract sales, partially offset by lower revenue reportability. •Owner contract sales increased 22% reflecting a 19% increase in VPG and higher Tours. •First time buyer contract sales decreased 14% reflecting lower Tours and a lower VPG. The decline in Tours was largely attributable to the change in strategy for our Asia-Pacific business as well as our strategy to improve Tour quality for first time buyers. Excluding Asia‑Pacific, Tours increased 1% year-over-year. VPG increased 13% year-over-year on a consolidated basis and, excluding Asia-Pacific, increased nearly 12% year over year. Development Profit Three Months Ended Six Months Ended ($ in millions) June 30, 2026 % of Revenue June 30, 2025 % of Revenue Change June 30, 2026 % of Revenue June 30, 2025 % of Revenue Change Sale of vacation ownership products $ 430 $ 370 $ 60 16% $ 773 $ 725 $ 48 7% Cost of vacation ownership products (43) 10% (41) 11% (2) (2%) (89) 11% (83) 12% (6) (6%) Marketing and sales (281) 66% (237) 64% (44) (19%) (523) 68% (471) 65% (52) (11%) Development profit $ 106 $ 92 $ 14 16% $ 161 $ 171 $ (10) (5%) Development profit margin 24.6% 24.7% (0.1 pts) 20.8% 23.5% (2.7 pts) Second Quarter and First Half The change in Development profit was due to the following: •higher Sale of vacation ownership products (discussed above); •a decline in Cost of vacation ownership products as a percentage of revenue due to the sale of lower average cost inventory (including resulting from the impairments in inventory from the fourth quarter of 2025), partially offset by lower favorable product cost true up activity; and •higher Marketing and sales costs due to higher salaries, commissions and incentive compensation, marketing costs and severance associated with restructuring our marketing and sales leadership changes. Cost of vacation ownership products as a percentage of revenue is expected to increase during the remainder of 2026, although will ultimately be determined through pricing increases, upgrade volume, repurchase activity and change in mix of inventory being sold. In addition, we expect to further leverage our fixed Marketing and sales expenses as we continue to invest in initiatives that support sales growth, reflecting our expectation that the growth in contract sales achieved during the second quarter of 2026 will continue through year-end resulting in an increase in Development profit margin. 41 Table of Contents Resort Management and Other Services Revenues, Expenses and Profit Three Months Ended Six Months Ended ($ in millions) June 30, 2026 June 30, 2025 Change June 30, 2026 June 30, 2025 Change Management fee revenues $ 56 $ 55 $ 1 1% $ 112 $ 110 $ 2 1% Ancillary revenues 74 75 (1) (2%) 139 140 (1) (1%) Other management and exchange revenues 36 35 1 5% 71 70 1 3% Resort management and other services revenues 166 165 1 1% 322 320 2 1% Resort management and other services expenses (73) (76) 3 3% (145) (148) 3 2% Resort management and other services profit $ 93 $ 89 $ 4 4% $ 177 $ 172 $ 5 3% Resort management and other services profit margin 56.0% 54.1% 1.9 pts 55.0% 53.9% 1.1 pts Resort occupancy (1) 89.8% 89.5% 0.3 pts 90.1% 89.9% 0.2 pts (1)Resort occupancy represents all transient, preview, and owner keys divided by total keys available, net of keys out of service. Rental Revenues, Expenses and Profit Three Months Ended Six Months Ended ($ in millions) June 30, 2026 June 30, 2025 Change June 30, 2026 June 30, 2025 Change Rental revenues $ 165 $ 150 $ 15 9% $ 332 $ 309 $ 23 7% Rental expenses (143) (129) (14) (11%) (286) (255) (31) (12%) Rental profit $ 22 $ 21 $ 1 NM $ 46 $ 54 $ (8) (16%) Rental profit margin 13.7% 15.0% (1.3 pts) 13.9% 17.8% (3.9 pts) Transient keys rented(1) 603,918 587,670 16,248 3% 1,182,192 1,157,140 25,052 2% Average transient rate $ 259 $ 255 $ 4 2% $ 272 $ 269 $ 3 1% Rental occupancy(2) 74.9% 73.8% 1.1 pts 74.9% 74.1% 0.8 pts (1)Transient keys rented exclude plus points and preview stays. (2)Rental occupancy represents transient and preview keys divided by keys available to rent, which is total available keys excluding owner usage. Second Quarter Rental profit increased due to a $9 million increase in transient rental revenues, including plus points, partially offset by $6 million of higher unsold maintenance fees associated with developer-owned inventory and $3 million of higher marketing, variable and other costs. Rental revenues and Rental expenses are both $5 million higher due to a reduction in costs in excess of rental revenues for developer-owned inventory which is registered and held for sale. which is reclassified to Rental revenues (net presentation). We continue to expect a decline in rental profit in 2026 due to higher inventory and related unsold maintenance fees. First Half Rental profit declined due to $13 million of higher unsold maintenance fees associated with developer-owned inventory and $8 million of higher marketing, variable and other costs, partially offset by a $12 million increase in transient rental revenues, including plus points. Rental revenues and Rental expenses are both $11 million higher due to a reduction in costs in excess of rental revenues for developer-owned inventory which is registered and held for sale, which is reclassified to Rental revenues (net presentation). 42 Table of Contents Financing Revenues, Expenses and Profit Three Months Ended Six Months Ended ($ in millions) June 30, 2026 June 30, 2025 Change June 30, 2026 June 30, 2025 Change Financing revenues $ 92 $ 90 $ 2 3% 184 178 6 4% Financing expenses (10) (10) — NM (20) (21) 1 4% Consumer financing interest expense (32) (27) (5) (20%) (63) (52) (11) (21%) Financing profit $ 50 $ 53 $ (3) (5%) $ 101 $ 105 $ (4) (3%) Financing profit margin 54.3% 58.8% (4.5 pts) 55.0% 59.0% (4.0 pts) Second Quarter and First Half •Financing revenues reflect higher interest income as a result of a higher average notes receivable balance. •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. •In addition, consumer financing interest expense increased by $2 million and $4 million in the second quarter and first half of 2026, respectively, due to a higher average securitized debt balance. (Losses) Gains and Other (Expense) Income Three Months Ended Six Months Ended ($ in millions) June 30, 2026 June 30, 2025 Change June 30, 2026 June 30, 2025 Change (Losses) gains and other (expense) income, net $ (1) $ 1 $ (2) NM $ 6 $ 10 $ (4) NM First Half During the first half of 2026, we benefited from a $2 million gain on the disposition of an entity that owned and operated a hotel in Cancun, Mexico, and a $4 million reduction in certain pre-acquisition contingencies associated with the ILG Acquisition. During the first half of 2025, we benefited from $7 million of proceeds from service interruption insurance relating to the Maui wildfires, a $2 million reduction in certain pre-acquisition contingencies associated with the ILG Acquisition, and $1 million of other gains. Exchange & Third-Party Management Three Months Ended Six Months Ended ($ in millions) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 REVENUES Management and exchange $ 42 $ 41 $ 86 $ 87 Rental 8 10 17 20 Cost reimbursements 4 2 8 4 TOTAL REVENUES 54 53 111 111 EXPENSES Management and exchange 28 29 58 58 Depreciation and amortization 5 7 10 14 Impairment† — — — 2 Cost reimbursements 4 2 8 4 TOTAL EXPENSES 37 38 76 78 Gains and other income, net — — 1 — Other — 1 — 1 SEGMENT FINANCIAL RESULTS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 17 $ 16 $ 36 $ 34 † Prior year amounts have been reclassified to conform with our current year presentation. 43 Table of Contents Corporate and Other Corporate and Other consists of results that are not allocable to our segments, including company-wide general and administrative costs, corporate interest expense, transaction and integration costs, and income taxes. In addition, Corporate and Other includes the revenues and expenses from Consolidated Property Owners’ Associations. Three Months Ended Six Months Ended ($ in millions) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 REVENUES Resort management and other services $ 17 $ 13 $ 33 $ 27 Cost reimbursements (11) (8) (20) (15) TOTAL REVENUES 6 5 13 12 EXPENSES Resort management and other services 20 16 38 32 Rental (3) (4) (6) (7) General and administrative 62 61 126 122 Depreciation and amortization 5 3 10 8 Litigation charges (1) 2 — 5 Modernization† 10 34 26 44 Restructuring† — — 6 — Cost reimbursements (11) (8) (20) (15) TOTAL EXPENSES 82 104 180 189 (Losses) gains and other (expense) income, net (3) 23 (9) 27 Interest expense, net (43) (42) (87) (82) Other — (1) — (1) FINANCIAL RESULTS BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS (122) (119) (263) (233) Provision for income taxes (37) (25) (60) (70) Net income attributable to noncontrolling interests — — — (1) FINANCIAL RESULTS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (159) $ (144) $ (323) $ (304) † Prior year amounts have been reclassified to conform with our current year presentation. 44 Table of Contents Modernization Three Months Ended Six Months Ended ($ in millions) June 30, 2026 June 30, 2025 Change June 30, 2026 June 30, 2025 Change Modernization $ 10 $ 34 $ (24) (71%) $ 26 $ 44 $ (18) (42%) Second Quarter and First Half 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 expenses during the second quarter and first half of 2026 and 2025, respectively: 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 We expect to incur less than $60 million of non-recurring expenses in the remainder of 2026 primarily related to technology, as we wind down consulting spend and expect no further advisory services costs. (Losses) Gains and Other (Expense) Income Three Months Ended Six Months Ended ($ in millions) June 30, 2026 June 30, 2025 Change June 30, 2026 June 30, 2025 Change (Losses) gains and other (expense) income, net $ (3) $ 23 $ (26) NM $ (9) $ 27 $ (36) NM Second Quarter In the second quarter of 2026, we recorded $2 million of foreign currency losses and a $2 million reduction in the receivable from Marriott International for indemnified tax matters, partially offset by $1 million of other gains. In the second quarter of 2025, we recorded $18 million of foreign currency gains, $3 million of tax related adjustments to the receivable from Marriott International for indemnified tax matters, $1 million of insurance proceeds and $1 million of other gains. First Half In the first half of 2026, we recorded $5 million of foreign currency losses and a $5 million reduction in the receivable from Marriott International for indemnified tax matters, partially offset by $1 million of other gains. In the first half of 2025, we recorded $21 million of foreign currency gains, $3 million of tax related adjustments to the receivable from Marriott International for indemnified tax matters, $2 million of other gains, and $1 million of insurance proceeds. 45 Table of Contents Interest Expense Three Months Ended Six Months Ended ($ in millions) June 30, 2026 June 30, 2025 Change June 30, 2026 June 30, 2025 Change Interest expense, net $ (43) $ (42) $ (1) (3%) $ (87) $ (82) $ (5) (6%) Second Quarter and First Half The increase in Interest expense, net is primarily attributed to interest on our 6.500% Senior Unsecured Notes due 2033 issued in the third quarter of 2025 (the proceeds of which were used to repay our $575 million 0.000% 2026 Convertible Notes) for the second quarter and first half of 2026. This increase was partially offset by the change in presentation of interest on our Warehouse Credit Facility and by lower interest on our Corporate Credit Facility and 2026 Convertible Notes, which were repaid during the first half of 2026. 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 $7 million for the three and six months ended June 30, 2025, respectively. Income Tax Three Months Ended Six Months Ended ($ in millions) June 30, 2026 June 30, 2025 Change June 30, 2026 June 30, 2025 Change Provision for income taxes $ (37) $ (25) $ (12) (46%) $ (60) $ (70) $ 10 14% Second Quarter Our effective tax rate was 32.4% and 26.8% for the three 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. First Half Our effective tax rate was 37.5% and 35.5% for the six months ended June 30, 2026 and June 30, 2025, respectively. 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 $6 million cumulative adjustment related to a foreign tax provision and penalties accrued for foreign tax matters. The effective tax rate for the six months ended June 30, 2025 differed from the blended U.S. federal and state statutory tax rate primarily due to the effect of losses incurred in certain non-U.S. jurisdictions for which no tax benefit was recognized. Additionally, permanent differences between the book and tax treatment contributed to the variance from the statutory rate. 46 Table of Contents Consolidated Property Owners’ Associations The following table illustrates the impact of certain Consolidated Property Owners’ Associations under the relevant accounting guidance. Three Months Ended Six Months Ended ($ in millions) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 REVENUES Resort management and other services $ 17 $ 13 $ 33 $ 27 Cost reimbursements (11) (8) (20) (15) TOTAL REVENUES 6 5 13 12 EXPENSES Resort management and other services 20 16 38 32 Rental (3) (4) (6) (7) Cost reimbursements (11) (8) (20) (15) TOTAL EXPENSES 6 4 12 10 FINANCIAL RESULTS BEFORE INCOME TAXES AND NONCONTROLLING INTERESTS — 1 1 2 Provision for income taxes — (1) (1) (1) Net income attributable to noncontrolling interests — — — (1) FINANCIAL RESULTS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ — $ — $ — $ — Liquidity and Capital Resources Typically, our capital needs are supported by cash on hand, cash generated from operations, our ability to access funds under the Warehouse Credit Facility and the Revolving Corporate Credit Facility, our ability to raise capital through securitizations in the ABS market, and, to the extent necessary, our ability to issue new debt and refinance existing debt. We believe these sources of capital will be adequate to meet our short-term and long-term liquidity requirements, finance our long-term growth plans, satisfy debt service requirements, fulfill other cash requirements, and return capital to stockholders. We continuously monitor the capital markets to evaluate the effect that changes in market conditions may have on our ability to fund our liquidity needs. At June 30, 2026, our gross corporate debt, net of cash and equivalents, to Adjusted EBITDA ratio was 4.0, which we believe is a manageable leverage level, and we remain focused on reducing this ratio over time. During the first quarter of 2026, we used the proceeds from the 2033 Notes to repay our 2026 Convertible Notes upon maturity. We have no material principal payment obligations for the remainder of 2026. See Footnote 12 “Debt” to our Financial Statements for further information related to maturities of our debt. Sources of Liquidity Cash from Operations Our primary sources of funds from operations are (1) cash sales and down payments on financed sales, (2) cash from our financing operations, including principal and interest payments received on outstanding vacation ownership notes receivable, (3) cash from fee-based membership, exchange and rental transactions, and (4) cash generated from our rental and resort management and other services operations. Vacation Ownership Notes Receivable Securitizations We periodically securitize, without recourse through bankruptcy remote special purpose entities, the majority of the notes receivable originated in connection with the sale of vacation ownership products to institutional investors in the ABS term securitization market. These vacation ownership notes receivable securitizations provide liquidity for general corporate purposes. In a vacation ownership notes receivable term securitization, several classes of debt securities issued by a special purpose entity are collateralized by a single pool of transferred vacation ownership notes receivable. In connection with each vacation ownership notes receivable securitization, we may retain all or a portion of the securities that are issued. Typically, we receive cash at inception of the term securitization transaction for the amount of notes issued less fees and monies held in reserve and we receive cash during the life of the transaction in amounts reflecting the excess spread of interest received on the related vacation ownership notes receivable less the interest payable on the ABS securities, less 47 Table of Contents administrative fees and amounts from related vacation ownership notes receivable that default. Loan defaults under securitizations offset a portion of the excess spread we receive, on a monthly basis. 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 parameters (default or delinquency thresholds vary by transaction), transaction provisions effectively redirect the monthly excess spread of interest accruing on the related vacation ownership notes receivable less the interest accruing on the ABS securities and fees 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. At the recent level of defaults, there is no impact to cash whether we repurchase defaulted vacation ownership notes receivable from a securitization VIE and pursue foreclosure or foreclose on behalf of a securitization VIE. During the second quarter of 2026, and as of June 30, 2026, we had 12 term securitization transactions outstanding, none of which were out of compliance with their respective required parameters. Since 2000, we have issued approximately $11.2 billion of debt securities in securitization transactions in the term ABS market, excluding amounts securitized through warehouse credit facilities or private bank transactions. On an ongoing basis, we have the ability to use our Warehouse Credit Facility to securitize, on a revolving non-recourse basis, eligible consumer loans derived from certain vacation ownership sales. Those loans may later be transferred to term securitization transactions in the ABS market, which typically occur twice a year. At June 30, 2026, we had $165 million of borrowings outstanding on our Warehouse Credit Facility. See Footnote 11 “Securitized Debt” to our Financial Statements for further information. As of June 30, 2026, $67 million of gross vacation ownership notes receivable were eligible for securitization. Revolving Corporate Credit Facility Our Revolving Corporate Credit Facility, which expires on March 24, 2030, provides for up to $800 million of aggregate borrowings for general corporate needs, including working capital, capital expenditures, letters of credit, and acquisitions. At June 30, 2026, $145 million of borrowings and $5 million of letters of credit were outstanding under our Revolving Corporate Credit Facility. See Footnote 12 “Debt” to our Financial Statements for further information. Disposition of Non-core Assets We expect that we will generate approximately $200 million of gross cash proceeds from the disposition of non-core assets in 2026 and 2027. We realized proceeds of $50 million in the first quarter of 2026 from the disposition of an entity that owned and operated a hotel in Cancun, Mexico and we expect to realize an additional $50 million of gross proceeds from dispositions during the remainder of 2026. Uses of Cash We minimize our working capital needs through cash management, strict credit-granting policies, and disciplined collection efforts. Our working capital needs fluctuate throughout the year given the timing of annual maintenance fees on unsold inventory we pay to owners’ associations and certain annual compensation-related outflows. In addition, our cash from operations varies due to the timing of repayment by owners of vacation ownership notes receivable, timing and amount of voluntary repurchases of defaulted vacation ownership notes receivable, the closing or recording of sales contracts for vacation ownership products, financing propensity, and cash outlays for inventory acquisitions and development. Seasonality Our cash flow from operations fluctuates during the year due to the timing of certain receipts and contractual and compensation-related payments. Significant changes in cash flow can result from the timing of our collection of maintenance fees, club dues, and other customer payments, which typically occurs in either the fourth quarter or the first quarter of each year. Generally, cash outflows related to our payment of maintenance fees associated with unsold inventory occurs in the fourth quarter for our points-based products, and in the first quarter for our weeks-based products. In addition, during the first quarter of each year, we generally have variable compensation-related cash outflows associated with payment of annual bonuses and, subject to the continued issuance of quarterly dividends, the payment of two quarterly cash dividends declared in December and February. 48 Table of Contents Operations In addition to net income and adjustments for non-cash items, the following are key drivers of our cash flow from operating activities: Inventory Spending Less than (In Excess of) Cost of Sales Six Months Ended ($ in millions) June 30, 2026 June 30, 2025 Inventory spending $ (49) $ (60) Purchase and development of property for future transfer to inventory — (49) Inventory costs 65 59 Inventory spending less than (in excess of) cost of sales $ 16 $ (50) We plan to restrict our new inventory spending to capital efficient arrangements where our cash outlay coincides with the start of sales, as well as low-cost reacquired inventory. Through our existing VOI repurchase program, we proactively acquire previously sold VOIs from owners’ associations and individual owners at lower costs than would be required to develop new inventory. Among other reasons for repurchasing inventory, we expect these repurchases will help stabilize the future cost of our vacation ownership products. Vacation Ownership Notes Receivable Collections Less Than Originations Six Months Ended ($ in millions) June 30, 2026 June 30, 2025 Vacation ownership notes receivable collections — non-securitized $ 93 $ 80 Vacation ownership notes receivable collections — securitized 278 261 Vacation ownership notes receivable originations (512) (488) Vacation ownership notes receivable collections less than originations $ (141) $ (147) Vacation ownership notes receivable collections were less than originations in the first halves of 2026 and 2025 due to the growth of our vacation ownership notes receivable portfolio. Repurchase of Common Stock 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 See Footnote 13 “Stockholders' Equity” to our Financial Statements for further information related to our current share repurchase program. Payment of Dividends to Common Stockholders We distributed cash dividends to holders of our common stock during the first half of 2026 as follows: Declaration Date Stockholder Record Date Distribution Date Dividend per Share December 12, 2025 December 24, 2025 January 7, 2026 $0.80 February 19, 2026 March 4, 2026 March 18, 2026 $0.80 May 14, 2026 May 27, 2026 June 10, 2026 $0.80 We currently expect to pay quarterly dividends in the future, but any future dividend payments will be subject to the approval of our Board of Directors, which will depend on our financial condition, results of operations and capital requirements at the time, as well as applicable law, regulatory constraints, industry practice, and other business considerations that our Board of Directors considers relevant. In addition, our Corporate Credit Facility and the indentures governing our senior notes contain restrictions on our ability to pay dividends, and the terms of agreements governing debt that we may incur in the future may also limit or prohibit the payment of dividends. The payment of certain cash dividends may also result in an adjustment to the conversion rate of our convertible notes in a manner adverse to us. Accordingly, there can be no assurance that we will pay dividends in the future at any particular rate or at all. 49 Table of Contents Material Cash Requirements The following table summarizes our future material cash requirements from known contractual or other obligations as of June 30, 2026: Payments Due by Period ($ in millions) Total Remainder of 2026 2027 2028 2029 2030 Thereafter Debt(1) $ 3,561 $ 77 $ 728 $ 468 $ 604 $ 237 $ 1,447 Securitized debt(1)(2) 3,060 156 303 294 282 275 1,750 Purchase obligations(3) 578 138 210 141 39 31 19 Operating lease obligations(4) 71 11 16 12 10 7 15 Finance lease obligations(4) 516 9 18 15 13 13 448 Other long-term obligations 18 14 2 2 — — — $ 7,804 $ 405 $ 1,277 $ 932 $ 948 $ 563 $ 3,679 (1)Includes principal as well as interest payments and excludes unamortized debt discount and issuance costs. (2)Payments based on estimated timing of cash flow associated with securitized notes receivable. (3)Arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure, and approximate timing of the transaction. Amounts reflected herein represent expected funding requirements under such contracts and primarily relate to future purchases of property and vacation ownership units, outsourced services, and arrangements related to information technology, including cloud computing. Amounts reflected on the consolidated balance sheet as accounts payable and accrued liabilities are excluded from the table above. (4)Includes interest. In the normal course of our resort management business, we enter into purchase commitments on behalf of owners’ associations to manage the daily operating needs of our resorts. Since we are reimbursed for these commitments from the cash flows of the owners’ associations, these obligations generally have minimal impact on our net income and cash flow. These purchase commitments are excluded from the table above. Supplemental Guarantor Information The 2028 Notes are guaranteed by MVWC, Marriott Ownership Resorts, Inc. (“MORI”), and certain other subsidiaries whose voting securities are wholly owned directly or indirectly by MORI (such subsidiaries collectively, the “Senior Notes Guarantors”). These guarantees are full and unconditional and joint and several. The guarantees of the Senior Notes Guarantors are subject to release in limited circumstances only upon the occurrence of certain customary conditions. The following tables present consolidating financial information as of June 30, 2026 and December 31, 2025, and for the six months ended June 30, 2026 for MVWC and MORI on a stand-alone basis (collectively, the “Issuers”), the Senior Notes Guarantors, the combined non-guarantor subsidiaries of MVWC, and MVW on a consolidated basis. Condensed Consolidating Statement of Income Six Months Ended June 30, 2026 Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated ($ in millions) MVWC MORI Revenues $ — $ 602 $ 1,402 $ 595 $ (22) $ 2,577 Expenses (35) (615) (1,370) (420) 22 (2,418) Benefit from (provision for) income taxes 11 7 (2) (76) — (60) Equity in net income of subsidiaries 123 243 — — (366) — Net income 99 237 30 99 (366) 99 Net income attributable to noncontrolling interests — — — — — — Net income attributable to common stockholders $ 99 $ 237 $ 30 $ 99 $ (366) $ 99 50 Table of Contents Condensed Consolidating Balance Sheet As of June 30, 2026 As of December 31, 2025 Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated Issuers Senior Notes Guarantors Non-Guarantor Subsidiaries Total Eliminations MVW Consolidated ($ in millions) MVWC MORI MVWC MORI Cash and cash equivalents $ — $ 26 $ 55 $ 130 $ — $ 211 $ 135 $ 70 $ 69 $ 132 $ — $ 406 Restricted cash — 29 118 155 — 302 — 21 145 161 — 327 Accounts and contracts receivable, net 30 140 160 89 9 428 21 135 166 117 (11) 428 Vacation ownership notes receivable, net — 176 117 2,294 — 2,587 — 251 192 2,122 — 2,565 Inventory — 317 227 129 — 673 — 324 231 137 — 692 Property and equipment, net — 252 585 103 — 940 — 252 593 105 — 950 Goodwill — — 2,958 — — 2,958 — — 2,958 — — 2,958 Intangibles, net — — 654 27 — 681 — — 683 28 — 711 Investments in subsidiaries 2,426 3,443 — — (5,869) — 2,894 3,592 — — (6,486) — Other 198 162 321 166 (148) 699 180 155 323 191 (129) 720 Total assets $ 2,654 $ 4,545 $ 5,195 $ 3,093 $ (6,008) $ 9,479 $ 3,230 $ 4,800 $ 5,360 $ 2,993 $ (6,626) $ 9,757 Accounts payable $ 25 $ 48 $ 83 $ 71 $ — $ 227 $ 91 $ 45 $ 144 $ 79 $ (1) $ 358 Advance deposits — 71 77 18 — 166 — 72 73 18 — 163 Accrued liabilities — 119 133 109 11 372 1 130 123 124 (2) 376 Deferred revenue and other — 17 188 229 (18) 416 — 11 157 212 (9) 371 Payroll and benefits liability 1 113 74 27 — 215 1 109 74 34 — 218 Deferred compensation liability — 146 91 3 — 240 — 165 55 5 — 225 Securitized debt, net — — — 2,381 (28) 2,353 — — — 2,173 (27) 2,146 Debt, net 571 2,350 179 — — 3,100 1,144 2,210 179 1 — 3,534 Other — 3 90 26 — 119 — 5 113 24 — 142 Deferred taxes — 114 185 20 (105) 214 — 105 209 18 (101) 231 MVW stockholders' equity 2,057 1,564 4,095 209 (5,868) 2,057 1,993 1,948 4,233 305 (6,486) 1,993 Total liabilities and equity $ 2,654 $ 4,545 $ 5,195 $ 3,093 $ (6,008) $ 9,479 $ 3,230 $ 4,800 $ 5,360 $ 2,993 $ (6,626) $ 9,757 51 Table of Contents Recent Accounting Pronouncements See Footnote 2 “Significant Accounting Policies and Recent Accounting Standards” to our Financial Statements for a discussion of recently issued accounting pronouncements, including information about new accounting standards and the future adoption of such standards. Critical Accounting Policies and Estimates Our preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. We have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application in our 2025 Annual Report. Since the date of our 2025 Annual Report, there have been no material changes to our critical accounting policies or the methodologies or assumptions we apply under them.
Our exposure to market risk has not changed materially from that disclosed in Part I, Item 7A of the 2025 Annual Report, other than as set forth below. We manage the interest rate risk on our corporate debt through the use of a combination of fixed-rate debt and interest rate sw…
Our exposure to market risk has not changed materially from that disclosed in Part I, Item 7A of the 2025 Annual Report, other than as set forth below. We manage the interest rate risk on our corporate debt through the use of a combination of fixed-rate debt and interest rate swaps that fix a portion of our variable-rate debt. At June 30, 2026, after considering the impact of our interest rate swap agreement and excluding finance leases, the interest rate applicable to 79% (approximately $2.3 billion) of our total corporate debt was effectively fixed and the interest rate applicable to the remaining 21% (approximately $629 million) was variable. Assuming we had no outstanding balance on our Revolving Corporate Credit Facility, a 100 basis point increase in the underlying benchmark rate on our variable-rate debt at June 30, 2026 would result in an increase of approximately $5 million in annual cash interest due to the impact of our hedging arrangements discussed in Footnote 12 “Debt” to our Financial Statements. Assuming we had no outstanding hedging arrangements and no outstanding balance on our Revolving Corporate Credit Facility, a 100 basis point increase in the underlying benchmark rate on our variable-rate debt at June 30, 2026 would result in an annual increase in cash interest of approximately $8 million. The following table presents the scheduled maturities and the total fair value as of June 30, 2026 for our financial instruments that are impacted by market risks: ($ in millions) Average Interest Rate Maturities by Period Remainder of 2026 2027 2028 2029 2030 Thereafter Total Carrying Value Total Fair Value Assets – Maturities represent expected principal receipts; fair values represent assets Vacation ownership notes receivable — non-securitized 11.5% $ 52 $ 82 $ 65 $ 54 $ 41 $ 211 $ 505 $ 507 Vacation ownership notes receivable — securitized 13.4% $ 88 $ 178 $ 180 $ 183 $ 189 $ 1,264 $ 2,082 $ 2,172 Contracts receivable for financed VOI sales, net 12.9% $ 3 $ 6 $ 6 $ 7 $ 8 $ 91 $ 121 $ 121 Liabilities – Maturities represent expected principal payments; fair values represent liabilities Securitized Debt 4.8% $ (97) $ (196) $ (348) $ (193) $ (196) $ (1,351) $ (2,381) $ (2,387) Term Loan 5.9% $ (4) $ (8) $ (8) $ (8) $ (8) $ (748) $ (784) $ (785) Revolving Corporate Credit Facility 5.1% $ — $ — $ — $ — $ (145) $ — $ (145) $ (145) Senior Notes 2028 Notes 4.8% $ — $ — $ (350) $ — $ — $ — $ (350) $ (347) 2029 Notes 4.5% $ — $ — $ — $ (500) $ — $ — $ (500) $ (483) 2033 Notes 6.5% $ — $ — $ — $ — $ — $ (575) $ (575) $ (572) 2027 Convertible Notes 3.3% $ — $ (575) $ — $ — $ — $ — $ (575) $ (568) 52 Table of Contents
Read original filing text →Currently, and from time to time, we are subject to claims in legal proceedings arising in the normal course of business. See “Loss Contingencies” in Footnote 10 “Contingencies and Commitments” to our Financial Statements. While management presently believes that the ultimate ou…
Currently, and from time to time, we are subject to claims in legal proceedings arising in the normal course of business. See “Loss Contingencies” in Footnote 10 “Contingencies and Commitments” to our Financial Statements. While management presently believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, cash flows, or overall trends in results of operations, legal proceedings are inherently uncertain, and unfavorable rulings could, individually or in the aggregate, have a material adverse effect on our business, financial condition, or operating results.
Read original filing text →There have been no material changes to the risk factors set forth in Item 1A of Part I of our 2025 Annual Report, except to the extent factual information disclosed elsewhere in this Quarterly Report relates to such risk factors, which is incorporated herein by reference.
There have been no material changes to the risk factors set forth in Item 1A of Part I of our 2025 Annual Report, except to the extent factual information disclosed elsewhere in this Quarterly Report relates to such risk factors, which is incorporated herein by reference.
Read original filing text →