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MARRIOTT VACATIONS WORLDWIDE Corp

For the period ended Mar 31, 2026. Filed May 5, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 5, 2026

VAC$110.42+3.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-06.

0001524358-25-000166

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-05.

0001524358-26-000022

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 200 previous paragraphs and 163 current paragraphs.

82 unchanged; 44 reworded; 37 added; 65 removed; 9 previous and 0 current paragraphs rearranged.

Tables are not compared: 37 previous and 33 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (37)

Current report

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.

Current report

•Tours is defined as the number of sales tours conducted during the applicable period, including virtual and offsite sales tours and excluding telesales.

Current report

•Improve profitability and cash flowby driving higher free cash flow conversion through disciplined execution, tighter working capital and capital spending, and focusing on EBITDA performance.

Current report

•Strengthen leadership and talent through onboarding new leadership with the external expertise to drive improvement in consistency and long-term growth execution. We have also retained key existing leadership and talent throughout the organization to ensure continuity and retain historical business knowledge.

Current report

•Accelerate near-term, sustainable revenue growthby increasing contract sales through strengthened marketing and sales leadership, hiring proven frontline sales talent and critically improving our daily management discipline throughout our operating ecosystem. Inflight initiatives are intended to expand and diversify marketing opportunities. This will occur by improving lead generation, marketing efficiency and enhancing our products and services. The enhanced owner experience and events platforms should increase owner retention and generate referrals of potential new customers to support contract sales growth and higher VPG. We expect the financial benefits of these actions to become more evident in the second half of 2026 and into 2027 as we build a Tour pipeline that reflects these changes. In the interim, we expect that marketing and sales expenses will remain higher than 2025 to support these new initiatives in the near-term.

Current report

•Lower cost base by emphasizing operating discipline to drive improved cash flow through execution and cost management.

Current report

•Protect and grow recurring, high margin revenue streams thorough sustaining stable performance in our financing and management and exchange businesses to support earnings durability and cash flow.

Current report

•Disciplined capital allocation to fund the highest-return growth initiatives while prioritizing liquidity and balance sheet flexibility.

Current report

•Monetize non-core assetsto generate proceeds and support deleveraging and reinvestment priorities. By the end of 2027 we expect to generate between $200 million and $250 million of gross cash proceeds from the disposition of non-core assets Proceeds of $50 million were realized in the first quarter of 2026 from the disposition of a hotel in Cancun, Mexico and over $125 million of additional gross proceeds from dispositions are expected for the remainder of 2026.

Current report

•Optimize geographic mixby scaling back our operations in lower return areas, including our Asia Pacific business, to improve capital efficiency overall and future margins.

Current report

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 first quarter of 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 $3 million and $4 million for the three months ended March 31, 2026 and March 31, 2025, respectively.

Current report

(1)Includes $6 million of severance expense relating to changes in executive leadership that was recorded as General and administrative expense in the first quarter of 2026..

Current report

The decline in Tours was largely attributable to our planned actions relating to the change in strategy for our Asia-Pacific business as well as our intentional reduction in Tours for FICO scores below 640. Excluding Asia‑Pacific, Tours decreased 1% year-over-year. VPG increased 1% year-over-year on a consolidated basis and was up nearly 50 basis points excluding Asia‑Pacific.

Current report

We continue to expect a decline in rental profit in 2026 attributed to higher inventory and related unsold maintenance fees.

Current report

•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 first quarter of 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 $3 million and $4 million for the three months ended March 31, 2026 and March 31, 2025, respectively. In addition, consumer financing interest expense increased by $2 million due to higher average securitized debt in the first quarter of 2026.

Current report

General and administrative expenses for the first quarter of 2026 increased primarily due to $6 million of severance expense relating to changes in executive leadership and $3 million of share-based compensation for new executives, partially offset by $3 million of lower insurance expense and $3 million of lower other costs.

Current report

Modernization expenses during the first quarter of 2026 related to:

Current report

•$9 million for consulting costs relating to implementation of initiatives;

Current report

•$3 million for the partial outsourcing of corporate overhead functions.

Current report

We expect to incur non-recurring expenses of approximately $85 million in the remainder of 2026 related to these modernization initiatives.

Current report

During the first quarter of 2026, we incurred $6 million of severance expense associated with certain organizational changes, primarily in our corporate support functions. An additional $6 million of severance expense associated with the organizational changes in our executive leadership team is presented as a component of General and Administrative expenses on our Income Statement.

Current report

In the first quarter of 2026, we recorded $3 million of tax related adjustments to the receivable from Marriott International for indemnified tax matters and $3 million of foreign currency translation losses.

Current report

The increase in Interest expense, net is primarily attributed to $10 million of 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). 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 quarter of 2026.

Current report

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 first quarter of 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 $3 million and $4 million for the three months ended March 31, 2026 and March 31, 2025, respectively.

Current report

The effective tax rate for the three months ended March 31, 2026 differed from the blended U.S. federal and state statutory tax rate primarily due to a permanent adjustment related to interest on installment sales, higher projected foreign losses, for which a valuation allowance was recorded, and discrete income tax adjustments primarily associated with foreign operations, including a $6 million cumulative adjustment related to a foreign tax provision, and share-based compensation.

Current report

The effective tax rate for the three months ended March 31, 2025 differed from the blended U.S federal and state statutory tax rate primarily due to lower pre-tax book income forecast at that time for the year in 2025, which was largely driven by our modernization efforts and related costs expected to be incurred, higher expected foreign losses, for which a valuation allowance was recorded, and discrete income tax adjustments, primarily related to share-based compensation.

Current report

As part of our broader financial strategic review in the fourth quarter of 2025, we conducted a comprehensive review to assess the strategic alignment of inventory and property and equipment within our North America vacation ownership business. This review focused on assessing inventory needs in light of our then-current inventory position and identifying opportunities to monetize non-core assets. During the first quarter of 2026, we received cash proceeds of $50 million from the sale of an entity that owned and operated a Vacation Ownership segment hotel in Cancun. Over the next two years we expect to generate between $200 million and $250 million of additional net cash proceeds from the disposition of certain non-core property and equipment and other assets with proceeds over $125 million in the remainder of 2026.

Current report

As part of the federal tax relief provided by the Internal Revenue Service for businesses in areas of Florida affected by hurricanes during the third and fourth quarters of 2024, we were permitted to defer certain federal income tax payments without incurring interest or penalties. As a result, $38 million of estimated tax payments otherwise due in the third and fourth quarters of 2024 were deferred and paid in the second quarter of 2025. We do not have similar deferrals of estimated tax payments from 2025 into 2026.
Removed paragraphs (65)

Previous report

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

Previous report

We expect our cost of vacation ownership products in 2026 will increase due to a change in the mix of inventory sold in North America and Asia Pacific. In addition, we expect higher costs associated with increased developer-owned inventory partially offset by higher rental revenues.

Previous report

We measure operating performance using the key metrics described below:

Previous report

•Contract sales from the sale of vacation ownership products is considered to be an important operating measure because it reflects the pace of sales in our business.

Previous report

•Total contract sales include contract sales from the sale of vacation ownership products, including non-consolidated joint ventures.

Previous report

•Tours is the number of sales tours performed during the applicable period, and generally includes virtual and offsite sales tours, and excludes telesales. We believe that Tours is a valuable metric because it represents the volume of touring guests.

Previous report

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

Previous report

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

Previous report

During the second quarter of 2024, we discontinued classifying costs associated with the continued integration of Welk in Transaction and integration costs. Welk integration costs incurred after this period are reflected in the operating results of each of our segments and/or General and administrative expenses.

Previous report

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

Previous report

The increase in Sale of vacation ownership products for the first three quarters of 2025 was primarily due to a decrease in our sales reserve reflecting last year’s $70 million sales reserve adjustment (the “additional sales reserve”) recorded in the second quarter of 2024, partially offset by higher financing propensity and defaults in Asia Pacific in the first three quarters of 2025. In addition, contract sales decreased during the first three quarters of 2025 due to a 4% decrease in VPG and a 1% increase in tours, partially offset by higher revenue reportability in the first three quarters of 2024.

Previous report

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

Previous report

Excluding the impact of the additional sales reserve recorded in the second quarter of 2024, our sales reserve as a percent of contract sales in the first three quarters of 2025 is 120 basis points higher than the prior year comparable period. While our delinquency rates at September 30, 2025 have declined from those experienced in 2024, we do not expect to lower the sales reserve for new originations until we have sufficient, sustained evidence of continued improvement in delinquency and default rates.

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

We expect our average interest rate to continue to increase as the current interest rate environment for new securitization transactions exceeds the average interest rate on our existing securitized debt. We do not adjust interest rates on consumer financing offerings at the same pace as, or in lock-step with, broader market interest rates; as a result, we expect our financing profit margin to continue to decrease in 2025, as we repay existing securitization transactions with proceeds from newer securitization transactions with lower interest rates.

Previous report

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

Previous report

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

Previous report

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

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Reworded paragraphs (44)

Previous wording

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 and growth opportunities, revenues, financial condition, leverage, liquidity, returns on investments, margins and related financing, development and rental profits; dividend payments; business strategies; financing plans and the adequacy of capital to meet short-term and long-term liquidity requirements; use of proceeds from senior notes due 2033;our competitive position; our plans to pursue growth opportunities; our expectations regarding average consumer financing interest rates and our financing profit margin; our expectations regarding the objectives, costs and benefits of our Strategic Business Operations office including revenue growth, operational efficiencies and savings, and benefits for our owners; our ability to reduce our corporate debt, net of cash and equivalents, to Adjusted EBITDA ratio; our expectations regarding inventory spending, the impact of inventory repurchases and timing of payments for inventory; taxes; our ability to securitize consumer loans; and expectations related to sales reserves, delinquencies and default rates relating to vacation ownership notes receivable. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “might,” “should,” “could” or the negative of these terms or similar expressions.

Current wording

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, rental profit; dividend payments; business strategies and management priorities for 2026, including improving profitability and cash flow, accelerating growth, lower costs and monetize non-core assets and key initiatives to enhance the quality and composition of our sales Tours, increase Tour flow and strengthen cost discipline; expected improvements in Tour quality, VPG, and default rates on newly originated vacation ownership notes receivable; financing plans, financing terms and the adequacy of capital to meet short-term and long-term liquidity requirements; our expectations regarding the objectives, 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.

Previous wording

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; a future health crisis and responses to a health crisis, including possible quarantines or other government imposed travel or health-related restrictions and the effects of a health crisis, including the short and longer-term impact on consumer confidence and demand for travel and the pace of recovery following a health crisis; 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; price inflation; difficulties associated with implementing new or maintaining existing technologies; the ability to use artificial intelligence (“AI”) technologies successfully and potential business, compliance, or reputational risks associated with the use of AI technologies; changes in privacy laws; the impact of a future banking crisis; impacts from natural or man-made disasters and wildfires, including the Maui and Los Angeles area wildfires; delinquency and default rates; global supply chain disruptions; volatility in the international and national economy and credit markets, including as a result of the ongoing conflicts between Russia and Ukraine, Israel and Hamas, and elsewhere in the world and related sanctions and other measures; our ability to attract and retain our global workforce; 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 2024 Annual Report and Quarterly Report for the quarter ended June 30, 2025, and which may be updated in our future periodic filings with the U.S. Securities and Exchange Commission (the “SEC”).

Current wording

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; price inflation; difficulties associated with implementing new or maintaining existing technologies; the ability to use artificial intelligence (“AI”) technologies successfully and potential business, compliance, or reputational risks associated with the use of AI technologies; changes in privacy and other laws and regulations affecting our business; the impact of a future banking crisis; impacts from natural or man-made disasters; delinquency and default rates; global supply chain disruptions; volatility in the international and national economy and credit markets, the impacts of ongoing global conflicts and related sanctions and other measures; our ability to attract and retain our global workforce; 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”).

Previous wording

The risk factors discussed in “Risk Factors” in our 2024 Annual Report, our Quarterly Report for the quarter ended June 30, 2025, and under Item 1A of Part II of this Quarterly Report could cause actual results to differ materially from those expressed or implied in forward-looking statements in this Quarterly Report. There may be other risks and uncertainties that we cannot predict at this time or that we currently do not expect will have a material adverse effect on our financial position, results of operations or cash flows. Any such risks could cause our results to differ materially from those we express in forward-looking statements.

Current wording

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.

Previous wording

Our Vacation Ownership segment generates most of its revenues from four primary sources: selling vacation ownership products; managing vacation ownership resorts, clubs and owners’ associations; financing consumer purchases of vacation ownership products; and renting vacation ownership inventory.

Current wording

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.

Previous wording

Corporate and other represents that portion of our results that are not allocable to our segments, including those relating to consolidated property owners’ associations (“Consolidated Property Owners’ Associations”).

Current wording

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”).

Previous wording

•Consolidated contract sales exclude contract sales from the sale of vacation ownership products for non-consolidated joint ventures.

Current wording

•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.

Previous wording

•Volume per guest (“VPG”) is calculated by dividing consolidated vacation ownership contract sales, excluding fractional sales, telesales, resales, and other sales that are not attributed to a sales tour (referred to as Tours, see below), by the number of tours in a given period. We believe that VPG is valuable in evaluating the effectiveness of the sales process as it combines the impact of average contract price with the number of touring guests who make a purchase.

Current wording

•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.

Previous wording

•Development profit marginis calculated by dividing Development profit by revenues from the sale of vacation ownership products. We refer to revenues from the sale of vacation ownership products less the cost of vacation ownership products and marketing and sales costs as Development profit. We believe that Development profit margin is an important measure of the profitability of our development and subsequent marketing and sales of VOIs.

Current wording

•Development profit marginis 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.

Previous wording

•Total active members is the number of Interval Network active members at the end of the applicable period. We consider active members to be an important metric because it represents the population of owners eligible to book transactions using the Interval Network.

Current wording

•Total active members represents the number of active members of the Interval Network active members 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.

Previous wording

•Average revenue per member is calculated by dividing membership fee revenue, transaction revenue, rental revenue, and other member revenue for the Interval Network by the monthly weighted average number of Interval Network active members during the applicable period. We believe this metric is valuable in measuring the overall engagement of our Interval Network active members.

Current wording

•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.

Previous wording

•Segment financial results attributable to common stockholders represents revenues less expenses directly attributable to each applicable reportable business segment (Vacation Ownership and Exchange & Third-Party Management). We consider this measure to be important in evaluating the performance of our reportable business segments. See Footnote 16 “Business Segments” to our Financial Statements for further information about our reportable business segments.

Current wording

•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.

Previous wording

•Adjusted EBITDA margin represents Adjusted EBITDA divided by the Company’s total revenues less cost reimbursements revenues.

Current wording

•Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by total revenues less cost reimbursements revenues.

Previous wording

•Segment Adjusted EBITDA margin represents Segment Adjusted EBITDA divided by the applicable segment’s total revenues less cost reimbursements revenues.

Current wording

•Segment Adjusted EBITDA margin is calculated as Segment Adjusted EBITDA divided by the respective segment’s total revenues less cost reimbursements revenues.

Previous wording

EBITDA, a financial measure that is not prescribed by GAAP, is defined as earnings, or net income attributable to common stockholders, before interest expense, net (excluding consumer financing interest expense associated with term securitization transactions), 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. During the first quarter of 2025, we began excluding Amortization of cloud computing software implementation costs, which are not included in depreciation and amortization, from Adjusted EBITDA for comparability purposes to address the considerable variability among companies in the utilization of productive assets, and have reclassified prior year amounts to conform with our current year presentation.

Current wording

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.

Previous wording

For purposes of our EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin calculations, we do not adjust for consumer financing interest expense associated with term securitization transactions 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.

Current wording

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.

Previous wording

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. EBITDA, 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.

Current wording

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.

Previous wording

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

Current wording

The decrease in Sale of vacation ownership products for the first quarter of 2026 is attributed to lower contract sales and lower revenue reportability.

Previous wording

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

Current wording

Contract sales decreased during the first quarter of 2026 due to a 3% decrease in Tours, partially offset by a 1% increase in VPG.

Previous wording

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

Current wording

•Owner contract sales increased 3% on higher VPG partially offset by lower Tours.

Previous wording

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

Current wording

•First time buyer contract sales decreased 12% on lower VPG and Tours.

Previous wording

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

Current wording

•higher Cost of vacation ownership products due to lower favorable product cost true up activity partially offset by the sale of lower average cost inventory (including resulting from the impairments in inventory from the fourth quarter of 2025); and

Current wording

•higher Marketing and sales costs due to higher salaries, sales materials and preview costs, partially offset by lower commissions.

Previous wording

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

Current wording

Rental profit declined due to $7 million of higher unsold maintenance fees associated with developer-owned inventory and $4 million of higher marketing, variable and other costs, partially offset by a $2 million increase in transient rental revenues, including plus points.

Previous wording

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

Current wording

Rental revenues and Rental expenses are both $6 million higher due to a reduction in the amount of costs in excess of rental revenues for developer-owned inventory which is registered and held for sale reclassified to Rental revenues.

Previous wording

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

Current wording

During the first quarter of 2026, we benefited from a $2 million gain on the disposition of a hotel in Cancun, Mexico, a $4 million reduction in certain pre-acquisition contingencies associated with the ILG Acquisition, and a less than $1 million gain on the disposition of a parcel of land.

Previous wording

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

Current wording

During the first quarter of 2025, we benefited from $7 million of proceeds from service interruption insurance relating to the Maui wildfires, and a $2 million reduction in certain pre-acquisition contingencies associated with the ILG Acquisition.

Previous wording

In November 2024, we announced the creation of a Strategic Business Operations office focused on accelerating our growth and driving operating efficiencies in all areas of our business while increasing organizational agility. We are working to: modernize and optimize our processes and systems, including through advanced technology and automation; increase sales efficiency and inventory optimization; and capture significant savings from initiatives related to procurement and corporate overhead. See “Strategic Business Operations” section above for further information.

Current wording

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.

Previous wording

During the third quarter and first three quarters of 2025, the majority of our Modernization charges were related to advisory services. See Footnote 17 “Modernization” to our Financial Statements for further information related to our modernization charges.

Current wording

During the first quarter of 2025, the majority of our Modernization expenses were related to advisory services.

Previous wording

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

Current wording

In the first quarter of 2025, we recorded $3 million of foreign currency translation gains and $1 million of other gains.

Previous wording

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

Current wording

Our effective tax rate was 50.3% and 43.6% for the three months ended March 31, 2026 and March 31, 2025, respectively.

Previous wording

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

Current wording

At March 31, 2026, our corporate debt, net of cash and equivalents, to Adjusted EBITDA ratio was 4.2, which we believe is a manageable leverage level, and we remain focused on reducing this ratio over time.

Previous wording

We have no material principal payment obligations for the remainder of 2025. See Footnote 12 “Debt” to our Financial Statements for further information related to maturities of our debt.

Current wording

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.

Previous wording

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 third quarter of 2025, and as of September 30, 2025, we had 11 term securitization transactions outstanding, none of which were out of compliance with their respective required parameters. Since 2000, we have issued approximately $10.3 billion of debt securities in securitization transactions in the term ABS market, excluding amounts securitized through warehouse credit facilities or private bank transactions.

Current wording

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 first quarter of 2026, and as of March 31, 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 $10.7 billion of debt securities in securitization transactions in the term ABS market, excluding amounts securitized through warehouse credit facilities or private bank transactions.

Previous wording

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. During the second quarter of 2025, we amended certain agreements associated with our Warehouse Credit Facility, which, among other things, extended the revolving period from June 11, 2026 to June 11, 2027. At September 30, 2025, we had $256 million of borrowings outstanding on our Warehouse Credit Facility. See Footnote 11 “Securitized Debt’ to our Financial Statement for further information on our Warehouse Amendment.

Current wording

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 March 31, 2026, we had $343 million of borrowings outstanding on our Warehouse Credit Facility. See Footnote 11 “Securitized Debt’ to our Financial Statement for further information.

Previous wording

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

Current wording

As of March 31, 2026, $108 million of gross vacation ownership notes receivable were eligible for securitization.

Previous wording

During the first quarter of 2025, we entered into an amendment to the Corporate Credit Facility, which, among other things, increased the borrowing capacity on our Revolving Corporate Credit Facility from $750 million to $800 million of aggregate borrowings for general corporate needs, including working capital, capital expenditures, letters of credit, and acquisitions. The Amendment also extended the termination date from March 31, 2027 to March 24, 2030, reduced certain fees and interest costs, and increased the letter of credit sub-facility of the Revolving Corporate Credit Facility from $75 million to $150 million. At September 30, 2025, no borrowings and $14 million of letters of credit were outstanding under our Revolving Corporate Credit Facility.

Current wording

Our Revolving Corporate Credit, 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 March 31, 2026, $310 million of borrowings and $12 million of letters of credit were outstanding under our Revolving Corporate Credit Facility. See Footnote 12 “Debt” to our Financial Statements for further information.

Previous wording

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.

Current wording

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.

Previous wording

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

Current wording

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

Previous wording

We plan to restrict our new inventory spending to capital efficient arrangements where our cash outlay coincides with start of sales, as well as low-cost reacquired inventory. Through our existing VOI repurchase program, we proactively acquire previously sold VOIs from owners’ associations and individual owners at lower costs than would be required to develop new inventory. Among other reasons for repurchasing inventory, we expect these repurchases will help stabilize the future cost of our vacation ownership products.

Current wording

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.

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Previous report — wording carried elsewhere

In the fourth quarter of 2024, we announced the creation of a Strategic Business Operations office focused on accelerating our growth and driving operating efficiencies in all areas of our business while increasing organizational agility. We are working to: modernize and optimize our processes and systems, including through advanced technology and automation; increase sales efficiency and inventory optimization; and capture significant savings from initiatives related to procurement and corporate overhead. We believe that we can drive $150 million to $200 million of annualized benefits from these initiatives by the end of 2026, with approximately half of these benefits coming from cost savings and efficiencies and the balance from accelerating revenue growth. We also expect to realize additional savings that will benefit our owners’ maintenance fees. We expect to incur non-recurring cash costs related to these modernization initiatives of approximately $100 million in each of 2025 and 2026.

Previous report — wording carried elsewhere

The increase in Development profit was due to the following:

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

•$15 million increase in transient rental revenues; and

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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